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<PAGE> 1
File Nos. 333-76651, 811-9301
As filed with the Securities and Exchange Commission on June 29, 1999
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. _3_ [X]
Post-Effective Amendment No. ___ [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. _3_ [X]
(Check appropriate box or boxes.)
-----------------------------------
TIAA-CREF Institutional Mutual Funds
(Exact Name of Registrant as Specified in Charter)
730 Third Avenue
New York, New York 10017-3206
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (800) 842-2733
Peter C. Clapman, Esq.
TIAA-CREF Institutional Mutual Funds
730 Third Avenue
New York, New York 10017-3206
(Name and Address of Agent for Service)
Copy to:
Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
Approximate Date of Proposed Public Offering:
July 1, 1999
<PAGE> 2
PROSPECTUS, DATED JULY 1, 1999
TIAA-CREF Institutional Mutual Funds
Institutional International Equity Fund
Institutional Growth Equity Fund
Institutional Growth and Income Fund
Institutional Equity Index Fund
Institutional Social Choice Equity Fund
Institutional Bond Fund
Institutional Money Market Fund
Each investment portfolio, or "Fund," currently offers a single class of shares,
which is described in this prospectus. The shares are only available for
purchase by certain intermediaries affiliated with TIAA-CREF ("TIAA-CREF
Intermediaries") or other persons, such as state-sponsored tuition savings
plans, who have entered into a contract with a TIAA-CREF Intermediary that
enables them to purchase shares of the Funds.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY INFORMATION...............................................................1
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS..............................1
Dual Investment Management Strategy(SM).........................1
General Risks of Investing in the Funds.........................1
Institutional International Equity Fund.........................2
Institutional Growth Equity Fund................................3
Institutional Growth and Income Fund............................4
Institutional Equity Index Fund.................................5
Institutional Social Choice Equity Fund.........................5
Institutional Bond Fund.........................................6
Institutional Money Market Fund.................................7
PAST PERFORMANCE.........................................................7
FEES AND EXPENSES........................................................7
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS.......................................9
EQUITY FUNDS USING THE DUAL INVESTMENT MANAGEMENT STRATEGY(SM)...........9
Institutional International Equity Fund........................10
Institutional Growth Equity Fund...............................11
Institutional Growth and Income Fund...........................12
OTHER EQUITY FUNDS......................................................12
Institutional Equity Index Fund................................12
Institutional Social Choice Equity Fund........................13
ADDITIONAL INVESTMENT STRATEGIES FOR THE EQUITY FUNDS...................14
THE FIXED-INCOME FUNDS..................................................15
Institutional Bond Fund........................................15
Institutional Money Market Fund................................17
RISKS OF INVESTING IN ANY OF THE FUNDS..................................18
General Investment Risks.......................................18
Year 2000 Risks................................................19
MANAGEMENT OF THE FUNDS.................................................19
The Funds' Investment Adviser..................................19
Prior Performance of Investment Adviser........................20
Fund Managers..................................................22
Service Providers..............................................23
CALCULATING SHARE PRICE..........................................................23
DIVIDENDS AND DISTRIBUTIONS......................................................24
TAXES............................................................................25
YOUR ACCOUNT: BUYING, SELLING OR EXCHANGING SHARES..............................26
</TABLE>
ii
<PAGE> 4
<TABLE>
<S> <C>
ELIGIBLE INVESTORS......................................................26
PURCHASE OF FUND SHARES.................................................27
Purchases by Eligible Investors................................27
Investing through the Trust Company............................27
Points to Remember for All Purchases...........................27
In-Kind Purchases of Shares....................................28
HOW TO REDEEM SHARES....................................................28
Redemptions by Eligible Investors..............................28
Redeeming Shares through the Trust Company.....................29
In-Kind Redemptions of Shares..................................29
HOW TO EXCHANGE SHARES..................................................29
Exchanges by Eligible Investors................................29
Making Exchanges through the Trust Company.....................29
OTHER INVESTOR INFORMATION..............................................30
FINANCIAL HIGHLIGHTS.............................................................30
</TABLE>
iii
<PAGE> 5
SUMMARY INFORMATION
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
TIAA-CREF Institutional Mutual Funds consists of seven different Funds:
Institutional International Equity Fund
Institutional Growth Equity Fund
Institutional Growth and Income Fund
Institutional Equity Index Fund
Institutional Social Choice Equity Fund
Institutional Bond Fund
Institutional Money Market Fund
DUAL INVESTMENT MANAGEMENT STRATEGY(SM)
Three of the Funds (the Institutional International Equity Fund, the
Institutional Growth Equity Fund, and the Institutional Growth and Income Fund)
use TIAA-CREF's Dual Investment Management Strategy(SM). Each of these Funds has
a "stock selection" and an "enhanced index" segment.
- - The stock selection segment holds a relatively small number of stocks
that the Fund manager believes offer superior returns. These stocks are
chosen using fundamental analysis.
- - The enhanced index segment seeks to outperform the Fund's benchmark
index while limiting the possibility of significantly underperforming
the benchmark. The Fund manager attempts to outperform the benchmark
index by over- or under-weighting many stocks in the index by small
amounts, based on proprietary scoring models.
The Fund manager has certain flexibilities, using the Dual Investment Management
Strategy, to allocate amounts between the stock selection segment and the
enhanced index segment, based upon investment opportunities that the Fund
manager determines to be available at any particular time. This approach enables
the Funds to stay fully invested even when the Fund manager cannot find
sufficient investment opportunities for the stock selection segment.
The Institutional Equity Index Fund, the Institutional Social Choice
Equity Fund, the Institutional Bond Fund, and the Institutional Money Market
Fund do not use the Dual Investment Management Strategy. See their descriptions
below.
GENERAL RISKS OF INVESTING IN THE FUNDS
The Funds are subject to the following general risks:
- - Market Risk -- Stock and bond prices in general can decline over short
or
1
<PAGE> 6
extended periods as a result of political or economic events.
- - Interest Rate Risk -- Bond or stock prices may decline if interest
rates change.
- - Company Risk -- A company's current earnings can fall or its overall
financial soundness may decline. As a result, the price of its
securities may go down, or the company may not be able to pay principal
and interest on its bonds when due.
Special risks associated with particular Funds are discussed in the
following Fund summaries. The use of a particular benchmark index by a Fund is
not a fundamental policy and can be changed.
An investment in TIAA-CREF Institutional Mutual 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 underperform other investments.
INSTITUTIONAL INTERNATIONAL EQUITY FUND
INVESTMENT The Fund seeks favorable long-term returns, mainly through
OBJECTIVE capital appreciation.
PRINCIPAL The Fund invests in a broadly diversified portfolio of
INVESTMENT primarily foreign equity investments, using the Dual
STRATEGIES Investment Management Strategy. For the Fund's stock
selection segment, we concentrate on individual stocks
rather than on geographic regions, sectors, or industries.
We look for companies of all sizes that have certain
characteristics such as sustainable rowth, consistent cash
flow and attractive stock prices based on current earnings,
assets and long-term growth prospects. The benchmark index
for the Fund is the Morgan Stanley Capital International
("MSCI") EAFE(R) (Europe, Australia, Far East) Index.
SPECIAL Changes in currency exchange rates, the possible imposition
INVESTMENT of market controls or currency exchange controls, lower
RISKS liquidity and higher volatility in some foreign markets
and/or political, social or diplomatic events could reduce
the value of the Fund's investments. These risks may be even
more pronounced for the Fund's investments in emerging
market countries.
WHO MAY The Fund may be appropriate for investors who seek
WANT TO above-average long-term returns, who understand the
INVEST advantages of diversification across international markets
and are willing to tolerate the greater risks of
international investing.
2
<PAGE> 7
INSTITUTIONAL GROWTH EQUITY FUND
INVESTMENT The Fund seeks a favorable long-term return, mainly through
OBJECTIVE capital appreciation, primarily from a diversified portfolio
of common stocks that present the opportunity for
exceptional growth.
PRINCIPAL The Fund invests in stocks of companies in new and emerging
INVESTMENT areas of the economy and companies with distinctive products
STRATEGIES or promising market conditions, using the Dual Investment
Management Strategy. For its stock selection segment, the
Fund looks primarily for companies that we believe have the
potential for strong earnings or sales growth, or that
appear to be undervalued based on current earnings, assets
or growth prospects. It can also invest in companies to
benefit from prospective acquisitions, reorganizations, or
corporate restructurings or other special situations.
Foreign investments may range from 0 to 40 percent of the
Fund's portfolio. The benchmark index for the Fund is the
Russell 3000(R) Growth Index. (Russell 3000 is a trademark
and a service mark of the Frank Russell Company.)
SPECIAL The Fund may sometimes hold a significant amount of stocks
INVESTMENT of smaller, lesser-known companies whose stock prices may
RISKS fluctuate more than those of larger companies. This means
the Fund will probably be more volatile than the overall
stock market. With foreign investments, changes in currency
exchange rates, the possible imposition of market controls
or currency exchange controls, lower liquidity and higher
volatility in some foreign markets and/or political, social
or diplomatic events could reduce the value of the Fund's
investments.
WHO MAY The Fund may be appropriate for investors who are looking
WANT TO for long-term capital appreciation, but who are willing to
INVEST tolerate fluctuations in value.
3
<PAGE> 8
INSTITUTIONAL GROWTH AND INCOME FUND
INVESTMENT The Fund seeks a favorable long-term return through capital
OBJECTIVE appreciation and investment income.
PRINCIPAL The Fund invests in a broadly diversified portfolio of
INVESTMENT common stocks selected for their investment potential, using
STRATEGIES the Dual Investment Management Strategy. For its stock
selection segment, the Fund manager looks primarily for
stocks of larger, well-established, mature growth companies
that we believe are attractively priced, show the potential
to grow faster than the rest of the market, and offer a
growing stream of dividend income. The Fund may also invest
in rapidly growing smaller companies and may have up to 20
percent of its assets in foreign securities. Normally, at
least 80 percent of the Fund's assets will be
income-producing equity securities selected for their
investment potential. The benchmark index for the Fund is
the Standard & Poor's 500 ("S&P 500") Index.
SPECIAL Stocks paying relatively high dividends may at times
INVESTMENT significantly underperform other stocks during periods of
RISKS rapid market appreciation. Changes in currency exchange
rates, the possible imposition of market controls or
currency exchange controls, lower liquidity and higher
volatility in some foreign markets and/or political, social
or diplomatic events could reduce the value of the Fund's
foreign investments.
WHO MAY The Fund may be appropriate for investors who want capital
WANT TO appreciation and current income but who also can accept the
INVEST risk of market fluctuations.
4
<PAGE> 9
INSTITUTIONAL EQUITY INDEX FUND
INVESTMENT The Fund seeks a favorable long-term rate of return from a
OBJECTIVE diversified portfolio selected to track the overall market
for common stocks publicly traded in the U.S., as
represented by a broad stock market index.
PRINCIPAL The Fund is designed to track U.S. equity markets as a whole
INVESTMENT and invests in stocks in the Russell 3000(R) Index. The Fund
STRATEGIES uses a sampling approach to create a portfolio that closely
matches the overall investment characteristics (for example,
yield and industry weight) of the Index without actually
investing in all 3,000 stocks in the index.
SPECIAL While the Fund attempts to closely track the Russell 3000(R)
INVESTMENT Index, it does not invest in all 3,000 stocks in the index.
RISKS Thus there is no guarantee that the performance of the Fund
will match that of the index.
WHO MAY The Fund may be appropriate for investors who seek a fund
WANT TO that tracks the return of a broad U.S. equity market index.
INVEST
INSTITUTIONAL SOCIAL CHOICE EQUITY FUND
INVESTMENT The Fund seeks a favorable long-term rate of return that
OBJECTIVE tracks the investment performance of the U.S. stock market
while giving special consideration to certain social
criteria.
PRINCIPAL The Fund invests primarily in a diversified set of common
INVESTMENT stocks. The Fund attempts to track the return of the U.S.
STRATEGIES stock market as represented by the S&P 500 Index, while
investing only in companies whose activities are consistent
with the Fund's social criteria. It does this primarily by
investing in S&P 500 companies that are not excluded by the
Fund's social criteria, so that the Fund's portfolio
approaches the overall investment characteristics
(e.g., yield and industry weight) of the S&P 500.
SPECIAL Because its social criteria exclude some investments, this
INVESTMENT Fund may not be able to take advantage of the same
RISKS opportunities or market trends as do the Funds that don't
use such criteria.
WHO MAY The Fund may be appropriate for investors who seek an equity
WANT TO investment that is generally broad-based but excludes
INVEST companies that engage in certain activities.
5
<PAGE> 10
INSTITUTIONAL BOND FUND
INVESTMENT The Fund seeks a favorable long-term return, primarily
OBJECTIVE through high current income consistent with preserving
capital.
PRINCIPAL The Fund invests primarily in a broad range of debt
INVESTMENT securities. The majority of the Fund's portfolio is invested
STRATEGIES in U.S. Treasury and Agency securities, corporate bonds, and
mortgage-backed or other asset-backed securities. The Fund
holds mainly investment grade securities rated in the top
four credit categories by Moody's or Standard & Poor's. The
Fund is managed to track the duration of the benchmark index
for the Fund, the Lehman Brothers Aggregate Bond Index.
(Duration is a measurement of the change in the value of a
bond portfolio in response to a change in interest rates.)
The Fund will overweight or underweight individual
securities or sectors depending on where we find
undervalued, overlooked or misunderstood issues that offer
the potential for superior returns compared to the Lehman
index. The Fund may also invest in non-investment grade
securities (also called "high-yield" or "junk" bonds) or
privately placed (non-registered) securities.
SPECIAL The Fund is subject to interest rate risk -- that is, prices
INVESTMENT of bonds held by the Fund may decline if interest rates
RISKS rise. For example, if interest rates rise by 1%, the market
value of a portfolio with a duration of 5 years would
decline by approximately 5%. Investments in mortgage-backed
securities are subject to prepayment or extension risk. This
is the possibility that a change in interest rates would
cause the underlying mortgages to be paid off sooner or
later than expected. If unanticipated prepayments occur as a
result of a declining interest rate environment, the Fund
would have to reinvest the amounts that had been invested in
the mortgage-backed securities, possibly at a lower rate of
return. If unanticipated extensions occur as a result of a
rising interest rate environment, the Fund may not have
sufficient cash available for reinvestment when expected.
High-yield securities involve higher risks than investment
grade bonds.
WHO MAY The Fund may be appropriate for those who want to invest in
WANT TO a general bond fund with a slightly higher level of risk
INVEST than a traditional bond fund.
6
<PAGE> 11
INSTITUTIONAL MONEY MARKET FUND
INVESTMENT The Fund seeks high current income consistent with
OBJECTIVE maintaining liquidity and preserving capital.
PRINCIPAL The Fund invests primarily in high-quality short-term money
INVESTMENT market instruments. It limits its investments to securities
STRATEGIES that present minimal credit risk and are rated in the
highest rating categories for short-term instruments. The
benchmark index for the Fund is the IBC Money Fund
All-Taxable Average.
SPECIAL The Fund is subject to current income volatility -- that is,
INVESTMENT the income received by the Fund may decrease as a result of
RISKS a decline in interest rates.
WHO MAY The Fund may be suitable for conservative investors who are
WANT TO looking for a high degree of principal stability and
INVEST liquidity, and are willing to accept returns that may be
lower than those offered by longer-term fixed-income
investments.
An investment in the Institutional Money Market Fund, like the other Funds, is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Institutional Money Market Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.
PAST PERFORMANCE
No performance data for TIAA-CREF Institutional Mutual Funds is
included in this prospectus because none of the Funds has been in operation for
one full calendar year.
Performance information for other registered investment companies
managed by the investment advisory personnel who manage TIAA-CREF Institutional
Mutual Funds is provided on page 20 of this prospectus.
FEES AND EXPENSES
The following table describes the fees and expenses that you pay if you
buy and hold shares of the Funds.
7
<PAGE> 12
<TABLE>
<S> <C>
SHAREHOLDER FEES (deducted directly from gross amount of transaction)
- ---------------------------------------------------------------------
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 Fee 0%
Exchange Fee 0%
</TABLE>
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)
- ----------------------------------------------------------
Total Fee Waiver
Manage- Other Annual Fund and/or Expense
ment Expenses Operating Reimburse- Net
Fees (1) Expenses ment (2,3) Expenses
---------- ---------- ----------- -------------- --------
<S> <C> <C> <C> <C> <C>
Institutional International Equity Fund 0.27% 0.28% 0.55% 0.26% 0.29%
Institutional Growth Equity Fund 0.23% 0.23% 0.46% 0.24% 0.22%
Institutional Growth and Income Fund 0.23% 0.23% 0.46% 0.24% 0.22%
Institutional Equity Index Fund 0.18% 0.23% 0.41% 0.24% 0.17%
Institutional Social Choice Equity Fund 0.19% 0.23% 0.42% 0.24% 0.18%
Institutional Bond Fund 0.18% 0.23% 0.41% 0.22% 0.19%
Institutional Money Market Fund 0.15% 0.23% 0.38% 0.22% 0.16%
</TABLE>
- --------------------------
(1) "Other Expenses" is based on estimated amounts for the current fiscal year.
(2) Teachers Advisors, Inc. ("Advisors"), the investment manager for the
Funds, has agreed to waive a portion of the Management Fees equal to, on
an annual basis: 0.09% of the average daily net assets of the
Institutional International Equity Fund; 0.07% of the average daily net
assets of each of the Institutional Growth Equity Fund, the Institutional
Growth and Income Fund, the Institutional Equity Index Fund, and the
Institutional Social Choice Equity Fund; and 0.05% of the average daily
net assets of each of the Institutional Bond Fund and the Institutional
Money Market Fund. This waiver is contractual and will remain in effect
until July 1, 2002.
(3) Advisors has agreed to reimburse the Institutional International Equity
Fund so that Other Expenses, which do not include investment management
fee expenses, do not exceed, on an annual basis, 0.11% of its average
daily net assets and to reimburse each of the other Funds so that
Other Expenses do not exceed, on an annual basis, 0.06% of its average
daily net assets. This reimbursement agreement is contractual and will
remain in effect until July 1, 2002.
EXAMPLE
This example is intended to help you compare the cost of investing in
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 percent return
each year and that the Funds' operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
8
<PAGE> 13
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Institutional International Equity Fund $30 $93
Institutional Growth Equity Fund $23 $71
Institutional Growth and Income Fund $23 $71
Institutional Equity Index Fund $17 $55
Institutional Social Choice Equity Fund $18 $58
Institutional Bond Fund $19 $61
Institutional Money Market Fund $16 $52
</TABLE>
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
Each of the individual investment portfolios, or Funds, described below
has its own investment objective. The following describes each Fund's investment
objective, the principal investment strategies and techniques each Fund uses to
accomplish its objective, and the principal types of securities each Fund
purchases. These policies and techniques are not fundamental and may be changed
by our Board of Trustees without shareholder approval. However, we'll notify you
of any significant changes. For a complete listing of the Funds' policies and
restrictions, see the Statement of Additional Information ("SAI").
There is no guarantee that any Fund will meet its investment objective.
EQUITY FUNDS USING THE DUAL INVESTMENT MANAGEMENT STRATEGY(SM)
The Institutional International Equity Fund, the Institutional Growth
Equity Fund, and the Institutional Growth and Income Fund use TIAA-CREF's Dual
Investment Management Strategy(SM), which works like this:
Each of these three equity Funds has two separate segments called the
"stock selection" segment and the "enhanced index" segment. The relative sizes
of these two segments vary as the Fund manager shifts money between them in
response to investment opportunities.
The stock selection segment holds a relatively small number of stocks
that the Fund manager believes offer superior returns. The managers of these
equity Funds will usually use fundamental analysis to select individual stocks
or sectors for investment in the stock selection segment. Each equity Fund's
stock selection segment is described further below.
Money that is not invested in an equity Fund's stock selection segment
goes to its enhanced index segment. Here the goal is two-fold: (1) to outperform
each Fund's benchmark index and (2) to limit the possibility of significantly
underperforming that benchmark. The Funds' managers attempt to outperform the
benchmark indexes by over- or under-weighting many stocks in the index by small
amounts, based on proprietary stock scoring models. In other
9
<PAGE> 14
words, a Fund will hold more or less of some stocks than does its benchmark
index. The managers attempt to control the risk of underperforming the
benchmarks by maintaining the same overall financial characteristics (such as
volatility, dividend yield and industry weights) as the benchmarks.
The Dual Investment Management Strategy enables the Funds to stay fully
invested even when the Fund manager cannot find sufficient investment
opportunities for the stock selection segment.
The benchmarks for each Fund's enhanced index segment currently are as
follows:
<TABLE>
<CAPTION>
Fund Benchmark
- ---- ---------
<S> <C>
Institutional International Equity Fund MSCI EAFE(R) (Europe, Australia, Far East) Index
Institutional Growth Equity Fund Russell 3000(R) Growth Index
Institutional Growth and Income Fund S&P 500(R) Index
</TABLE>
Using these indices is not a fundamental policy of TIAA-CREF Institutional
Mutual Funds, so we can substitute other indices without shareholder approval.
We'll notify you before we make such a change.
INSTITUTIONAL INTERNATIONAL EQUITY FUND
The INSTITUTIONAL INTERNATIONAL EQUITY FUND seeks a favorable long-term
return, mainly through capital appreciation from a broadly diversified portfolio
that consists primarily of foreign equity investments. The Fund intends to
always have at least 80 percent of its assets in equity securities of companies
located in at least three different countries, other than the United States.
The Fund uses the Dual Investment Management Strategy. The Fund may
invest in companies of all sizes. For the Fund's stock selection segment, we
concentrate on individual stocks rather than on geographic regions, sectors, or
industries. We do, however, regularly monitor the Fund's sector and country
exposure in order to control risk.
In particular, we look for companies of all sizes that have certain
characteristics, such as:
- sustainable growth
- focused management with successful track records
- unique and easy-to-understand franchises (brands)
- undervalued stock prices based on current earnings, assets,
and long-term growth prospects
- consistent generation of free cash flow
SPECIAL INVESTMENT RISKS: The Fund is subject to the general investment
risks described on page 18. In addition, investing in securities traded on
foreign exchanges or in foreign markets can involve 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)
10
<PAGE> 15
possible imposition of withholding taxes on dividends and interest; (4) possible
seizure, expropriation, or nationalization of assets; (5) more limited foreign
financial information or difficulty in interpreting it because of foreign
regulations and accounting standards; (6) the 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; or (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 noted 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. In addition, foreign investors are subject to a variety of special
restrictions in many emerging countries. The Fund will focus its investments
primarily in those countries which are included in the MSCI EAFE Index.
INSTITUTIONAL GROWTH EQUITY FUND
The INSTITUTIONAL GROWTH EQUITY FUND seeks a favorable long-term
return, mainly through capital appreciation, primarily from a diversified
portfolio of common stocks that present the opportunity for exceptional growth.
Normally, the Fund will have at least 80 percent of its assets in equity
securities that have the potential for capital appreciation.
The Fund uses the Dual Investment Management Strategy. The Fund's stock
selection segment can invest in companies of all sizes, including companies in
new and emerging areas of the economy and companies with distinctive products or
promising market conditions. We choose individual investments based on a
company's prospects under current or forecasted economic, financial and market
conditions, looking for companies we believe have the potential for strong
earnings or sales growth, or that appear to be undervalued based on current
earnings, assets, or growth prospects.
The Fund can also invest in large, well-known, established companies,
particularly when we believe they have new or innovative products, services, or
processes that enhance future earnings prospects. The Fund can also invest in
companies in order to benefit from prospective acquisitions, reorganizations, or
corporate restructurings or other special situations.
The Institutional Growth Equity Fund can buy foreign securities and
other instruments if we believe they have superior investment potential.
Depending on investment opportunities, the Fund may have from 0 to 40 percent of
its assets in foreign securities. The securities will be those traded on foreign
exchanges or in other foreign markets and may be denominated in foreign
currencies or other units of account.
SPECIAL INVESTMENT RISKS: The Fund is subject to the general investment
risks described on page 18. In addition, there are special risks to investing in
growth stocks. The Fund may at times hold a significant amount of stocks of
smaller, lesser-known companies. Their stock
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<PAGE> 16
prices may fluctuate more than those of larger companies because smaller
companies may depend on narrow product lines, have limited track records, lack
depth of management, or have thinly-traded securities. Also, stocks of companies
involved in reorganizations and other special situations can often involve more
risk than ordinary securities. Accordingly, the Institutional Growth Equity Fund
will probably be more volatile than the overall stock market, and it could
significantly outperform or underperform the stock market during any particular
period.
The Fund's foreign holdings are subject to the risks of foreign
investments. These include, among others: changes in currency exchange rates;
possible imposition of market controls or currency exchange controls; possible
imposition of withholding taxes on dividends and interest; and possible seizure,
expropriation, or nationalization of assets.
INSTITUTIONAL GROWTH AND INCOME FUND
The INSTITUTIONAL GROWTH AND INCOME FUND seeks a favorable long-term
return through capital appreciation and investment income, primarily from a
broadly diversified portfolio of common stocks. Normally, at least 80 percent of
the Fund's assets will be income-producing equity securities selected for their
investment potential.
The Fund invests in a broadly diversified portfolio of common stocks,
using the Dual Investment Management Strategy. The Fund's stock selection
segment concentrates on individual companies rather than sectors or industries.
We look for stocks of larger, well-established companies that we believe are
attractively priced, show the potential to grow faster than the rest of the
market, and offer a growing stream of dividend income. In particular, we look
for companies that are leaders in their industries. We also look for companies
with shareholder-oriented managements dedicated to creating shareholder value.
The Fund may also invest in rapidly growing smaller companies. It can have up to
20 percent of its assets in foreign securities.
SPECIAL INVESTMENT RISKS: The Fund is subject to the general
investments risks described on page 18.
The Fund's foreign holdings are subject to the risks of foreign
investments. These include, among others: changes in currency exchange rates;
possible imposition of market controls or currency exchange controls; possible
imposition of withholding taxes on dividends and interest; and possible seizure,
expropriation, or nationalization of assets.
OTHER EQUITY FUNDS
INSTITUTIONAL EQUITY INDEX FUND
The INSTITUTIONAL EQUITY INDEX FUND seeks a favorable long-term rate of
return from a diversified portfolio selected to track the overall market for
common stocks publicly traded in the U.S., as represented by the Russell
3000(R), a broad market index.
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<PAGE> 17
Although the Fund invests in stocks in the Russell 3000 Index, it
doesn't invest in all 3,000 stocks in the index. Rather, we use a sampling
approach to create a portfolio that closely matches the overall investment
characteristics (for example, yield and industry weight) of the index. This
means that a company can remain in the Fund even if it performs poorly, unless
the company is removed from the Russell 3000.
Using the Russell 3000 Index isn't fundamental to the Fund's investment
objective and policies. We can change the index used in this Fund at any time
and will notify you if we do so.
The Fund can also invest in securities and other instruments, such as
futures, whose return depends on stock market prices. We select these
instruments to attempt to match the total return of the Russell 3000 but may not
always do so.
The Russell 3000 Index is an unmanaged index of stocks of the 3,000
largest publicly traded U.S. companies, based on market capitalization. Russell
3000 companies represent about 98% of the total market capitalization of the
publicly traded U.S. equity market. The market capitalization of the individual
companies in the index ranged from $2 million to $333 billion with an average of
$72 billion as of December 31, 1998. The Frank Russell Company determines the
composition of the index based only on market capitalization and can change its
composition at any time. The Russell 3000 Index is not a mutual fund and you
cannot invest directly in the index.
SPECIAL INVESTMENT RISKS: While the Fund attempts to closely track the
Russell 3000 Index and changes are made to its holdings to reflect changes in
the index, the Fund does not invest in all 3,000 stocks in the index. Thus,
there is no guarantee that the performance of the Fund will match that of the
index. Also, because the index's returns aren't reduced by investment and other
operating expenses, the Fund's ability to match the index will be adversely
affected by the costs of buying and selling stocks as well as other expenses.
The stock prices of smaller, lesser-known companies, which make up a small
portion of the index, may fluctuate more than those of larger companies because
smaller companies may depend on narrow product lines, have limited track
records, lack depth of management, or have thinly-traded securities.
INSTITUTIONAL SOCIAL CHOICE EQUITY FUND
The INSTITUTIONAL SOCIAL CHOICE EQUITY FUND seeks a favorable long-term
rate of return that reflects the investment performance of the U.S. stock market
while giving special consideration to certain social criteria. Normally, at
least 80% of the Fund's assets will be invested in common stocks.
The Fund attempts to track the return of the U.S. stock market as
represented by the Standard & Poor's 500 Index. It does this primarily by
investing in S&P 500 companies that are not excluded by the Fund's social
criteria, so that the Fund's portfolio approaches the overall investment
characteristics (e.g., yield and industry weight) of the S&P 500.
The social criteria the Fund takes into consideration are
non-fundamental investment policies. They can change without the approval of the
Fund's shareholders. Currently, the Fund
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<PAGE> 18
invests only in companies that do not:
- - engage in activities that result or are likely to result in significant
damage to the natural environment;
- - have a significant portion of its business in weapons manufacturing;
- - produce and market alcoholic beverages or tobacco products;
- - produce nuclear energy; or
- - have operations in Northern Ireland and have not adopted the MacBride
Principles (a fair employment code for U.S. firms operating in Northern
Ireland) or have not operated consistently with such principals and in
compliance with the Fair Employment Act of 1989 (Northern Ireland).
For the first three criteria, we assess the issuer to decide whether the
activity is a "significant" part of its business -- basing our decision on, for
example, how large a part of a company's operation the activity involves or how
much revenue it brings in. In determining whether a particular actitivity is
significant to a company, we do not rely on strict objective criteria, but
rather make judgments based on the facts and circumstances pertaining to the
company.
The Corporate Governance and Social Responsibility Committee of our
Board of Trustees provides guidance in deciding whether investments meet the
social criteria. It uses information from independent organizations such as the
Investor Responsibility Research Center, Inc. We'll do our best to make sure the
Fund's investments meet the social criteria, but we can't guarantee that every
holding will always do so. Even if an investment is not excluded by the social
criteria, we have the option of excluding it if we decide it is not suitable.
The Fund isn't restricted from investing in any securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities. The Fund
can also invest in securities issued by other countries or their agencies and
instrumentalities as approved by the Committee on Corporate Governance and
Social Responsibility. The Fund can also invest up to 15% of its assets in
foreign securities.
SPECIAL INVESTMENT RISKS: Because its social criteria exclude some
investments, this Fund may not be able to take advantage of the same
opportunities or market trends as do the Funds that don't use such criteria.
ADDITIONAL INVESTMENT STRATEGIES FOR THE EQUITY FUNDS
While the equity Funds invest primarily in common stocks, each equity
Fund can also invest, to a limited extent, in other equity securities such as
preferred stock, convertible securities, and warrants. Each equity Fund can also
hold short-term debt securities of the same type as those held by the
Institutional Money Market Fund (see page 17) and other kinds of short-term
instruments. These help the Funds maintain liquidity, use cash balances
effectively, and take advantage of attractive investment opportunities. The
equity Funds can also hold fixed-income securities they acquire because of
mergers, recapitalizations, or otherwise.
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<PAGE> 19
Similarly, each equity Fund may also buy and sell options, futures
contracts, and options on futures. We intend to use options and futures
primarily for hedging or for cash management. To manage currency risk, the
equity Funds can also enter into forward currency contracts, and buy or sell
options and futures on foreign currencies.
The equity Funds can also invest in newly developed financial
instruments, such as equity swaps (including arrangements where the return is
linked to a stock market index) and equity-linked fixed-income securities, so
long as these are consistent with a Fund's investment objective and
restrictions.
THE FIXED-INCOME FUNDS
INSTITUTIONAL BOND FUND
The INSTITUTIONAL BOND FUND seeks a favorable long-term return,
primarily through high current income consistent with preserving capital.
Normally, at least 80 percent of the Fund's assets will be invested in bonds.
The Fund's portfolio is invested primarily in a broad range of debt
securities. The majority is invested in U.S. Treasury and Agency securities,
corporate bonds, and mortgage-backed or other asset-backed securities. The
Fund's holdings are mainly investment grade securities rated in the top four
credit categories by Moody's or Standard & Poor's, or that we determine are of
comparable quality. The Fund is managed to track the duration of the benchmark
index for the Fund, the Lehman Brothers Aggregate Bond Index. (Duration is a
measurement of the change in the value of a bond portfolio in response to a
change in interest rates.) As of May 31, 1999 the duration of the Lehman
Brothers Aggregate Bond Index was 4.86 years. By keeping the duration of the
Fund close to the duration of Lehman index, the returns due to changes in
interest rates should be similar between the Fund and the index. The Fund will
overweight or underweight individual securities or sectors, as compared to
their weight in the Lehman index, depending on where we find undervalued,
overlooked or misunderstood issues that offer the potential for superior
investment returns compared to the Lehman index. The Fund can make foreign
investments, but we don't expect them to exceed 15 percent of the Fund's
assets. The Fund can also invest in money market instruments.
The Fund may also invest in securities with special features in an
effort to enhance its total return. This category of the Fund's portfolio will
primarily consist of privately placed securities (including "Rule 144A" private
placements) or non-investment grade securities (also called "high-yield" or
"junk" bonds, which are rated Ba1 or lower by Moody's or BB+ or lower by
Standard & Poor's). The Fund will not invest more than 25 percent of its assets
in privately placed and high-yield securities.
The Institutional Bond Fund's investments in mortgage-backed securities
can include pass-through securities sold by private, governmental and
government-related organizations and collateralized mortgage obligations
("CMOs"). Mortgage pass-through securities are created when mortgages are pooled
together and interests in the pool are sold to investors. The cash flow from the
underlying mortgages is "passed through" to investors in periodic principal and
interest payments. CMOs are obligations that are fully collateralized directly
or indirectly by a pool of mortgages from which payments of principal and
interest are dedicated to the payment of
15
<PAGE> 20
principal and interest by the CMOs.
The Fund may use an investment strategy called "mortgage rolls," in
which we "roll over" an investment in a mortgage-backed security before its
settlement date for a similar security with a later settlement date. The Fund
may also engage in duration-neutral relative value trading, a strategy in which
we buy and sell government bonds of identical credit quality but different
maturity dates in an attempt to take advantage of spread differentials along the
yield curve. These strategies are both designed to enhance the Fund's returns,
but they do increase the Fund's portfolio turnover rate. However, we don't
expect these strategies to significantly raise the Fund's capital gains.
The Fund may make certain other investments, but not as principal
strategies. For example, the Fund may invest in interest-only and principal-only
mortgage-backed securities. These instruments have unique characteristics and
are more sensitive to prepayment and extension risks than traditional
mortgage-backed securities. Similarly, the Fund may also buy and sell options,
futures contracts, and options on futures. We intend to use options and futures
primarily as a hedging technique or for cash management. To manage currency
risk, the Fund can also enter into forward currency contracts, and buy or sell
options and futures on foreign currencies. The Fund can also buy and sell swaps
and options on swaps, so long as these are consistent with the Fund's investment
objective and restrictions.
SPECIAL INVESTMENT RISKS: The Fund is subject to interest rate risk --
that is, prices of portfolio securities held by the Fund may decline if interest
rates rise. For example, if interest rates rise by 1%, the market value of a
portfolio with a duration of 5 years would decline by approximately 5%.
Non-investment-grade securities are usually called "high-yield" or
"junk" bonds. These lower-rated bonds offer higher returns but also entail
higher risks. Their issuers may be less creditworthy or have a higher risk of
becoming insolvent. Small changes in the issuer's creditworthiness can have more
impact on the price of lower-rated bonds than would comparable changes for
investment-grade bonds (those rated Baa or higher by Moody's or rated BBB or
higher by S&P). Lower-rated bonds can also be harder to value or sell, and their
prices can be more volatile than the prices of higher-quality securities.
The above risks of holding high-yield bonds can also apply to the lower
levels of "investment grade" bonds (for example, Moody's Baa and S&P's BBB).
Also, securities originally rated "investment grade" are sometimes downgraded
later on, should a ratings agency like Moody's or S&P believe the issuer's
business outlook or creditworthiness has deteriorated. A downgraded security
already held in the Fund's portfolio may or may not be sold, depending on our
analysis of the issuer's financial prospects. We don't rely exclusively on
ratings agencies when making investment decisions because they may not alone be
an accurate measure of the risk of lower-rated bonds. Instead, we also do our
own credit analysis, paying particular
16
<PAGE> 21
attention to economic trends and other market events.
The Fund can also invest in privately placed debt securities. One risk
of investing in private placements is that they may be difficult to sell for
their fair market value.
The Fund's investments in mortgage-backed securities are subject to
prepayment or extension risk, which is the possibility that a change in interest
rates may cause the underlying mortgages to be paid off sooner or later than
expected. If unanticipated prepayment occurs as a result of a declining interest
rate environment, the Fund would then have to reinvest the amounts that had been
invested in the mortgage-backed securities, possibly at a lower rate of return.
If unanticipated extension occurs as a result of a rising interest rate
environment, the Fund may not have sufficient cash available for reinvestment
when expected.
INSTITUTIONAL MONEY MARKET FUND
The INSTITUTIONAL MONEY MARKET FUND seeks high current income to the
extent consistent with maintaining liquidity and preserving capital.
We seek to maintain a stable net asset value of $1.00 per share of the
Institutional Money Market Fund by investing in assets that present minimal
credit risk, maintaining an average weighted maturity of 90 days or less, and
investing all of the Fund's assets in dollar-denominated securities or other
instruments maturing in 397 days or less. We can't assure you that we will be
able to maintain a stable net asset value of $1.00 per share for this Fund.
The Fund will invest primarily in:
(1) commercial paper (short-term "IOUs" issued by corporations and
others) or variable-rate, floating-rate, or variable-amount
securities of domestic or foreign companies;
(2) obligations of commercial banks, savings banks, savings and
loan associations, and foreign banks whose latest annual
financial statements show more than $1 billion in assets.
These include certificates of deposit, time deposits, bankers'
acceptances, and other short-term debt;
(3) securities issued by or whose principal and interest are
guaranteed by the U.S. government or one of its agencies or
instrumentalities;
(4) other debt obligations with a remaining maturity of 397 days
or less issued by domestic or foreign companies;
(5) repurchase agreements involving securities issued or
guaranteed by the U.S. government or one of its agencies or
instrumentalities, or involving certificates of deposit,
commercial paper, or bankers' acceptances;
(6) participation interests in loans banks have made to the
issuers of (1) and (4) above
17
<PAGE> 22
(these may be considered illiquid);
(7) asset-backed securities issued by domestic corporations or
trusts;
(8) obligations issued or guaranteed by foreign governments or
their political subdivisions, agencies, or instrumentalities;
and
(9) obligations of international organizations (and related
government agencies) designated or supported by the U.S. or
foreign government agencies to promote economic development or
international banking.
The Institutional Money Market Fund will only purchase money market
instruments that at the time of purchase are "First Tier Securities", that is
rated within the highest category by at least two nationally recognized
statistical rating organizations ("NRSROs"), or rated within the highest
category by one NRSRO if it is the only NRSRO to have issued a rating for the
security, or unrated securities of comparable quality. The Fund can also invest
up to 30 percent of its assets in money-market and debt instruments of foreign
issuers denominated in U.S. dollars.
The above list of investments is not exclusive and the Fund may make
other investments consistent with its investment objective and policies.
SPECIAL INVESTMENT RISKS: The Fund is subject to the risk of current
income volatility -- that is, the income the Fund receives may fall as a result
of a decline in interest rates. To a lesser extent, the Fund is also subject to
the general risks described below.
RISKS OF INVESTING IN ANY OF THE FUNDS
GENERAL INVESTMENT RISKS
To varying degrees, the Funds are all subject to several general types
of risks.
(1) One is market risk -- stock and bond price volatility due to
changing conditions in the financial markets.
(2) Another is interest rate risk -- the risk that a bond's or
stock's value will decline if interest rates change. For
example, a rise in interest rates usually causes the market
value of fixed-rate securities to go down.
(3) Another kind of risk is company risk. For stocks and bonds, it
comes from the possibility that current earnings will fall or
that overall financial soundness will decline, reducing the
security's value. In addition, for bonds and other debt
securities, company risk comes from the possibility the issuer
won't be able to pay principal and interest when due.
18
<PAGE> 23
YEAR 2000 RISKS
Many services provided to the Funds and their shareholders depend on
the smooth functioning of computer systems. Many computer systems now in use
can't distinguish the year 2000 from the year 1900 because dates have been
encoded using only the last two digits of the year.
Like other mutual funds, financial and business organizations, and
individuals around the world, TIAA-CREF Institutional Mutual Funds could be
adversely affected if the computer systems it relies on do not properly process
and calculate information and data involving dates from and after January 1,
2000. These computer systems include those used by its investment adviser and
other service providers. Together, TIAA-CREF Institutional Mutual Funds and its
investment adviser are taking steps that we believe are reasonably designed to
address issues involving the Year 2000 for the computer systems we use. We are
also seeking reasonable assurances that our service providers are taking
comparable steps. However, currently we can't assure you that these steps will
be sufficient to avoid any adverse impact on the Funds.
If the computer systems the Funds rely on do fail or produce faulty
data, there could be delays in processing transactions, or we may temporarily be
unable to engage in normal business activities. Also, a Fund's performance could
be affected if a systems failure at a company or government entity, either in
the U.S. or abroad (where Year 2000 compliance may be less prevalent), affects
the price of securities that the Fund owns.
The Fund managers consider Year 2000 readiness when selecting
investments. However, there is no guarantee that the information (including Year
2000 readiness) a Fund manager receives about a company is completely accurate.
As a result, a Fund's performance could suffer if a company in which the Fund is
invested has not satisfactorily addressed Year 2000 issues.
MANAGEMENT OF THE FUNDS
THE FUNDS' INVESTMENT ADVISER
Teachers Advisors, Inc. ("Advisors") manages the assets of TIAA-CREF
Institutional Mutual Funds, under the supervision of the Funds' Board of
Trustees (the "Board"). Advisors is an indirect wholly-owned subsidiary of
Teachers Insurance and Annuity Association of America ("TIAA"). It is registered
as an investment adviser with the U.S. Securities and Exchange Commission under
the Investment Advisers Act of 1940. Advisors also manages the investments of
TIAA Separate Account VA-1, the TIAA-CREF Life Funds, the TIAA-CREF Mutual
Funds, and the investment portfolio of New York State's College Choice Tuition
Savings Plan. 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
March 31, 1999, Advisors and Investment Management together had $151.9 billion
of registered investment company assets under management. Advisors is located at
730 Third Avenue, New York, NY 10017.
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<PAGE> 24
Advisors' duties include conducting research, recommending investments,
and placing orders to buy and sell securities. Advisors also acts as liaison
among the various service providers to the Funds, including custodians, fund
administrators, and transfer agents.
Under the terms of an Investment Management Agreement between TIAA-CREF
Institutional Mutual Funds and Advisors, Advisors is entitled to an annual fee
of 0.27%, 0.23%, 0.23%, 0.18%, 0.19%, 0.18%, and 0.15% of the average daily net
assets of the Institutional International Equity Fund, the Institutional Growth
Equity Fund, the Institutional Growth and Income Fund, the Institutional Equity
Index Fund, the Institutional Social Choice Equity Fund, the Institutional Bond
Fund, and the Institutional Money Market Fund, respectively. Advisors has agreed
to waive a portion of its investment management fee equal to, on an annual
basis: 0.09% of the average daily net assets of the Institutional International
Equity Fund; 0.07% of the average daily net assets of each of the Institutional
Growth Equity Fund, the Institutional Growth and Income Fund, the Institutional
Equity Index Fund, and the Institutional Social Choice Equity Fund; and 0.05% of
the average daily net assets of each of the Institutional Bond Fund and the
Institutional Money Market Fund. This waiver is contractual and will remain in
effect until July 1, 2002.
PRIOR PERFORMANCE OF INVESTMENT ADVISER
Please do not confuse the Funds with other registered investment
company portfolios using very similar or nearly identical names that are offered
by TIAA-CREF Mutual Funds, by CREF, by a separate account of TIAA, or by a
mutual fund dedicated to a separate account of TIAA-CREF Life Insurance Company
(a wholly-owned subsidiary of TIAA). However, the investment objectives and
policies of certain Funds are very similar to the investment objectives and
policies of other registered investment company portfolios that are managed by
Advisors or Investment Management. Nevertheless, the investment performance of
the Funds may be lower, or higher, than the investment results of such other
portfolios. We do not promise that the investment results of any of the Funds
will be comparable to the investment results of any other mutual fund, CREF
account, or separate account portfolio, even if the other portfolio uses a very
similar name, is managed by the same investment advisory personnel, and has the
same investment objective and policies as the applicable Fund.
TIAA-CREF Institutional Mutual Funds commenced operations on June 14,
1999, and each Fund has a limited performance record. However, the investment
objective, policies, strategies, and risks of each of the Funds (except the
Institutional Social Choice Equity Fund) is substantially similar to one or more
other registered investment company portfolios managed by Advisors or Investment
Management. The performance of these other portfolios may be relevant to
prospective investors in TIAA-CREF Institutional Mutual Funds.
The charts below show historical performance for: the International
Equity Fund, the Growth Equity Fund, the Growth & Income Fund, the Bond Plus
Fund, and the Money Market Fund of TIAA-CREF Mutual Funds (managed by Advisors);
the Stock Index Account of TIAA Separate Account VA-1 (managed by Advisors); the
Stock Index Fund of TIAA-CREF Life Funds (managed by Advisors); and the Growth
Account, the Equity Index Account, and the Money Market Account of CREF (managed
by the same personnel in their capacities with
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<PAGE> 25
Investment Management). The data are provided to illustrate the experience of
Advisors' personnel in managing investment portfolios substantially similar to
the Institutional International Equity Fund, the Institutional Growth Equity
Fund, the Institutional Growth and Income Fund, the Institutional Equity Index
Fund, the Institutional Bond Fund, and the Institutional Money Market Fund of
TIAA-CREF Institutional Mutual Funds. (Because CREF's Social Choice Account is a
balanced portfolio with both debt and equity components, there exists no
investment portfolio managed by Advisors' personnel that is substantially
similar to the Institutional Social Choice Equity Fund.) The performance of an
appropriate broad-based securities market index, adjusted to reflect the
reinvestment of dividends on securities in the index, is also presented for each
Fund.
The historical performance information presented is not intended to
predict or suggest the returns that the corresponding Fund of TIAA-CREF
Institutional Mutual Funds might experience. The results are net of investment
management and other operating expenses of the portfolios. After taking into
account the contractual fee waiver and expense reimbursement arrangement, each
Fund of TIAA-CREF Institutional Mutual Funds has lower total annual operating
expenses than the corresponding portfolios of the TIAA-CREF Mutual Funds,
TIAA-CREF Life Funds (a mutual fund portfolio offered solely to a separate
account of TIAA-CREF Life Insurance Company), TIAA Separate Account VA-1 (a
variable annuity managed account offered solely to TIAA), and CREF (variable
annuity managed accounts) during the periods illustrated.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL 1 year ended 5 years ended 10 years ended Inception to Inception of
RETURN Period: Mar. 31, 1999 Mar. 31, 1999 Mar. 31, 1999 Mar. 31, 1999 Account/Fund
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Accounts/Funds similar to: INSTITUTIONAL INTERNATIONAL EQUITY FUND
- -----------------------------------------------------------------------------------------------------------------------------
International Equity Fund
of TIAA-CREF Mutual Funds 7.36% N/A N/A 12.35% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index 6.06% N/A N/A 11.31% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
Accounts/Funds similar to: INSTITUTIONAL GROWTH EQUITY FUND
- -----------------------------------------------------------------------------------------------------------------------------
Growth Equity Fund
of TIAA-CREF Mutual Funds 24.82% N/A N/A 32.12% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
Russell 3000 Growth Index 24.35% N/A N/A 29.85% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
Growth Account of CREF 21.34% N/A N/A 26.40% Apr. 29, 1994
- -----------------------------------------------------------------------------------------------------------------------------
Russell 3000 Growth Index 24.35% N/A N/A 27.18% Apr. 29, 1994
- -----------------------------------------------------------------------------------------------------------------------------
Accounts/Funds similar to: INSTITUTIONAL GROWTH AND INCOME FUND
- -----------------------------------------------------------------------------------------------------------------------------
Growth & Income Fund
of TIAA-CREF Mutual Funds 20.81% N/A N/A 29.39% Sept 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
S&P 500 Index 18.46% N/A N/A 27.36% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
Accounts/Funds similar to: INSTITUTIONAL BOND FUND
- -----------------------------------------------------------------------------------------------------------------------------
Bond Plus Fund
of TIAA-CREF Mutual Funds 6.56% N/A N/A 8.20% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
Lehman Aggregate Bond Index 6.49% N/A N/A 8.04% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
Bond Market Account of CREF 6.04% 7.34% N/A 8.38% Mar. 1, 1990
- -----------------------------------------------------------------------------------------------------------------------------
Lehman Aggregate Bond Index 6.49% 7.79% N/A 8.64% Mar. 1, 1990
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE> 26
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL 1 year ended 5 years ended 10 years ended Inception to Inception of
RETURN Period: Mar. 31, 1999 Mar. 31, 1999 Mar. 31, 1999 Mar. 31, 1999 Account/Fund
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Accounts/Funds similar to: INSTITUTIONAL EQUITY INDEX FUND
- -----------------------------------------------------------------------------------------------------------------------------
Stock Index Fund
of TIAA-CREF Life Funds N/A N/A N/A 3.92% Jan. 4, 1999
- -----------------------------------------------------------------------------------------------------------------------------
Russell 3000 Index 13.54% N/A N/A 3.39% Jan. 4, 1999
- -----------------------------------------------------------------------------------------------------------------------------
Stock Index Account
of TIAA Separate Account VA-1 12.85% N/A N/A 25.32% Nov. 1, 1994
- -----------------------------------------------------------------------------------------------------------------------------
Russell 3000 Index 13.54% N/A N/A 26.53% Nov. 1, 1994
- -----------------------------------------------------------------------------------------------------------------------------
Equity Index Account of CREF 13.60% N/A N/A 23.94% Apr. 29, 1994
- -----------------------------------------------------------------------------------------------------------------------------
Russell 3000 Index 13.54% N/A N/A 24.28% Apr. 29, 1994
- -----------------------------------------------------------------------------------------------------------------------------
Accounts/Funds similar to: INSTITUTIONAL MONEY MARKET FUND
- -----------------------------------------------------------------------------------------------------------------------------
Money Market Fund
of TIAA-CREF Mutual Funds 5.27% N/A N/A 5.38% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
IBC Money Fund All-Taxable Avg. 4.86% N/A N/A 4.98% Sept. 2, 1997
- -----------------------------------------------------------------------------------------------------------------------------
Money Market Account of CREF 5.25% 5.13% 5.55% 5.78% Apr. 1, 1988
- -----------------------------------------------------------------------------------------------------------------------------
IBC Money Fund All-Taxable Avg. 4.86% 4.95% 5.15% 5.38% Apr. 1, 1988
- -----------------------------------------------------------------------------------------------------------------------------
As of Mar. 30, 1999: 7-Day Yield 7-Day Effective Yield
- -----------------------------------------------------------------------------------------------------------------------------
Money Market Fund
of TIAA-CREF Mutual Funds 4.68% 4.79%
- -----------------------------------------------------------------------------------------------------------------------------
Money Market Account of CREF 4.62% 4.72%
- -----------------------------------------------------------------------------------------------------------------------------
IBC Money Fund All-Taxable Avg. 4.35% 4.44%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
FUND MANAGERS
The Institutional International Equity Fund is managed by Chris
Semenuk, Director-Global Portfolio Management for Advisors. He is also one of
three co-managers of the CREF Global Equities Account and is also responsible
for managing TIAA-CREF Mutual Funds' International Equity Fund. From 1995 to
1997, he was responsible for company research and analysis for the CREF Global
Equities Account. Previously he was a senior securities analyst for the CREF
Stock Account. Mr. Semenuk joined TIAA-CREF in 1993.
The Institutional Growth Equity Fund is managed by Advisors' growth
portfolio management group, whose members are jointly responsible for the
day-to-day management of the Fund.
The Institutional Growth and Income Fund is managed by Carlton N.
Martin, Managing Director-Global Research for Advisors. He has also been one of
three co-managers of the CREF Global Equities Account since 1998 and manages
TIAA-CREF Mutual Funds' Growth & Income Fund. Prior to 1998, he was responsible
for investments in the chemical, paper and forest products as well as the
environmental, engineering and construction industries for certain CREF
Accounts. Mr. Martin joined TIAA-CREF in 1980.
22
<PAGE> 27
The Institutional Equity Index Fund and the Institutional Social Choice
Equity Fund are managed by Advisors' quantitative portfolio management group,
whose members are jointly responsible for the day-to-day management of the
Funds.
The Institutional Bond Fund is managed by Elizabeth D. Black, Managing
Director-Portfolio Management for Advisors. Ms. Black has also been responsible
for managing the investments in CREF's Bond Market Account and the bond portion
of CREF's Social Choice Account since 1996, and TIAA-CREF Mutual Funds' Bond
Plus Fund since 1997. Prior to 1996, she was sector manager of TIAA's
mortgage-backed securities group. Ms. Black joined TIAA-CREF in 1987.
The Institutional Money Market Fund is managed by Steven Traum,
Managing Director-Money Markets and Inflation Linked Bond for Advisors. Mr.
Traum has also been responsible for managing the investments of the CREF Money
Market Account since 1988, the CREF Inflation Linked Bond Account since 1997,
and TIAA-CREF Mutual Funds' Money Market Fund since 1997. He also manages the
cash components of the other TIAA-CREF Institutional Mutual Funds, the other
TIAA-CREF Mutual Funds and the CREF accounts. Mr. Traum joined TIAA-CREF in
1983.
SERVICE PROVIDERS
TIAA-CREF Institutional Mutual Funds may rely on affiliated or
unaffiliated persons for services related to record keeping and other
shareholder services (e.g., unaffiliated transfer agents maintaining individual
account records for omnibus accounts in certain circumstances), may compensate
such service providers, and may reflect these payments as an administrative
expense of the applicable class of shares.
CALCULATING SHARE PRICE
We determine the net asset value ("NAV") per share, or share price, of
a Fund on each day the New York Stock Exchange is open for business. We do this
when trading closes on all U.S. national exchanges where securities or other
investments of a Fund are principally traded. We will not price Fund shares on
days that the New York Stock Exchange is closed. We compute a Fund's NAV by
dividing the value of the Fund's assets, less its liabilities, by the number of
outstanding shares of that Fund.
We usually use market quotations or independent pricing services to
value securities and other instruments held by the Funds, except the
Institutional Money Market Fund. If market quotations or independent pricing
services aren't readily available, we'll use a security's "fair value," as
determined in good faith by or under the direction of the TIAA-CREF
Institutional Mutual Funds' Board of Trustees. We may also use fair value if
events that have a significant effect on the value of an investment (as
determined in our sole discretion) occur between the time when its price is
determined and the time a Fund's net asset value is calculated.
To calculate the Institutional Money Market Fund's net asset value per
share, we value its
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portfolio securities at their amortized cost. This valuation method does not
take into account unrealized gains or losses on the Fund's portfolio securities.
Amortized cost valuation involves first valuing a security at cost, and
thereafter assuming an amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the security's market
value. While this method provides certainty in valuation, there may be times
when the value of a security, as determined by amortized cost, may be higher or
lower than the price the Institutional Money Market Fund would receive if it
sold the security.
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 we plan to pay dividends on each
Fund:
<TABLE>
<CAPTION>
Fund Dividend Paid
---- -------------
<S> <C>
Institutional International Equity Fund Annually
Institutional Growth Equity Fund Annually
Institutional Growth and Income Fund Quarterly
Institutional Equity Index Fund Annually
Institutional Social Choice Equity Fund Annually
Institutional Bond Fund Monthly
Institutional Money Market Fund Monthly
</TABLE>
Although we pay dividends monthly from the Institutional Money Market
Fund, these dividends are calculated and declared daily.
We intend to pay net capital gains from Funds that have them once a
year.
You can elect from among the following distribution options:
1. REINVESTMENT OPTION, SAME FUND. We'll automatically reinvest your dividend
and capital gain distributions in additional shares of the Fund. Unless you
elect otherwise, this will be your distribution option.
2. INCOME-EARNED OPTION. We'll automatically reinvest your capital gain
distributions, but you will be sent a check for each dividend distribution.
3. CAPITAL GAINS OPTION. We'll automatically reinvest your dividend
distributions, but you will be sent a check for each capital gain distribution.
4. CASH OPTION. We'll send a check for your dividend and each capital gain
distribution.
We make distributions for each Fund on a per share basis to the
shareholders of record on
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<PAGE> 29
the Fund's distribution date. We do this regardless of how long the shares have
been held. That means 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.) Cash distribution checks will be mailed within seven days of the
distribution date.
TAXES
As with any investment, you should consider how your investment in any
Fund will be taxed.
Taxes on distributions. Unless you are tax-exempt or hold Fund shares
in a tax-deferred account, you must pay federal income tax, and possibly also
state or local taxes, on distributions each year. Your distributions are taxable
when they are paid, whether you take them in cash or reinvest them. However,
distributions declared in October, November or December and paid in January 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; long-term capital gain
distributions are taxed as long-term capital gains. Every January, we will send
you and the IRS a statement showing the taxable distributions paid to you in the
previous year from each Fund. Long-term capital gain distributions may be taxed
at a maximum federal rate of 20 percent to individual investors (or at 10
percent to individual investors who are in the 15 percent tax bracket).
Taxes on transactions. Redemptions, including exchanges to other Funds,
are also subject to capital gains tax or capital loss deductions. A capital gain
or loss is the difference between the cost of your shares and the price you
receive when you sell them.
Whenever you sell shares of a Fund, we will send you 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 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, we are required by
law to withhold 31% of all the taxable distributions and redemption proceeds
paid from your account. We 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 you would have to include the $0.25 dividend in your gross income for tax
purposes.
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<PAGE> 30
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 the Institutional Growth Equity Fund, the Institutional Growth and Income
Fund, the Institutional Equity Index Fund, and the Institutional Social Choice
Equity Fund will generally qualify for the corporate dividends-received
deduction. However, the portion of the dividends that qualify depends on the
aggregate qualifying dividend income received by each Fund from domestic (U.S.)
sources. Certain holding period and debt financing restrictions may apply to
corporate investors seeking to claim the deduction. We expect that little or
none of the distributions paid by the Institutional International Equity Fund,
the Institutional Bond Fund, and the Institutional Money Market Fund will
qualify for the corporate dividends-received deduction.
YOUR ACCOUNT: BUYING, SELLING OR EXCHANGING SHARES
ELIGIBLE INVESTORS
Shares of TIAA-CREF Institutional Mutual Funds are only available for
purchase by certain intermediaries affiliated with TIAA-CREF ("TIAA-CREF
Intermediaries"), such as TIAA-CREF Trust Company, FSB (the "Trust Company"), or
other persons, such as state-sponsored tuition savings plans, who have entered
into a contract with a TIAA-CREF Intermediary that enables them to purchase
shares of the Funds. Collectively with TIAA-CREF Intermediaries, these
contractually eligible investors are referred to as "Eligible Investors" in the
rest of this prospectus.
In the future, TIAA-CREF Institutional Mutual Funds may offer
additional classes of shares (with different shareholder servicing,
distribution, administrative, or other fees and expenses) for some or all of its
Funds. For example, we may introduce another class of shares to be sold directly
to investors who do not have a specific contractual relationship with a
TIAA-CREF Intermediary.
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<PAGE> 31
PURCHASE OF FUND SHARES
There is no minimum investment requirement for Eligible Investors. All
purchases must be in U.S. dollars.
We consider all requests for purchases to be received when they are
received in "good order" (see page 30).
There may be circumstances when we will not permit Eligible Investors
to invest in one or more of the Funds. We reserve the right to suspend or
terminate the offering of shares by one or more Funds. We also reserve the right
to reject any specific purchase request.
PURCHASES BY ELIGIBLE INVESTORS
Only Eligible Investors may invest in the Funds. All other prospective
investors should contact their TIAA-CREF Intermediary for applicable purchase
requirements.
To purchase shares, an Eligible Investor should instruct its bank to
wire money to State Street Bank and Trust Company, ABA Number 011000028, DDA
Number 9905-454-6. Specify on the wire: (1) TIAA-CREF Institutional Mutual
Funds; (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.
INVESTING THROUGH THE TRUST COMPANY
Clients of the Trust Company may invest in TIAA-CREF Institutional
Mutual Funds only through the Trust Company, which is an Eligible Investor and
serves as the TIAA-CREF Intermediary for its clients. Contact the Trust Company
regarding how investments in Fund shares are held for your benefit. In addition
to the fees and expenses deducted by the Funds, you may be charged a fee by the
Trust Company for the services it provides you.
POINTS TO REMEMBER FOR ALL PURCHASES
- - Each investment by an Eligible Investor in TIAA-CREF Institutional
Mutual Funds must be for a specified dollar amount. We can't accept
purchase requests specifying a certain price, date, or number of
shares; we'll return these investments.
- - If you invest in TIAA-CREF Institutional Mutual 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 TIAA-CREF Intermediary (in addition to the fees and expenses
deducted by the Funds).
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<PAGE> 32
If we do not receive good funds through wire transfer, we will treat
this 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 Funds. If you are already a shareholder, we can redeem
shares from any of your account(s) as reimbursement for all losses.
We also reserve the right to restrict you from making future purchases
in any of the Funds.
IN-KIND PURCHASES OF SHARES
Advisors, at its sole discretion, may permit an Eligible Investor to
purchase 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 their TIAA-CREF Intermediary.
HOW TO REDEEM SHARES
REDEMPTIONS BY ELIGIBLE INVESTORS
Eligible Investors can redeem (sell) their Fund shares at any time. 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 TIAA-CREF Intermediary.
We 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.
We accept redemption orders through a telephone request made by calling
800 897-9069.
Usually, we send redemption proceeds to the Eligible Investor on the
second business day after we receive a redemption request, but not later than
seven days afterwards, assuming the request is in good order (see page 30). If a
redemption is requested shortly after a recent purchase by check, the redemption
proceeds may not be paid until payment for the purchase is collected. This can
take up to ten days.
We 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.
We send redemption proceeds to the Eligible Investor at the address or
bank account of
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<PAGE> 33
record. If proceeds are to be sent elsewhere, we will require a letter of
instruction from the Eligible Investor with a signature guarantee. We can send
the redemption proceeds by check to the address of record or by wire transfer.
REDEEMING SHARES THROUGH THE TRUST COMPANY
If you purchased shares through the Trust Company, it is responsible
for making any redemption proceeds available to you. In addition, the Trust
Company may impose its own restrictions on your ability to redeem shares. Please
contact the Trust Company directly for more information.
IN-KIND REDEMPTIONS OF SHARES
Large redemptions by any Eligible Investor that exceed $250,000 or 1%
of a Fund's assets during any 90-day period may be considered detrimental to the
Fund's existing 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
will need to be sold through a broker, and you may therefore incur transaction
costs when you sell them.
HOW TO EXCHANGE SHARES
EXCHANGES BY ELIGIBLE INVESTORS
Eligible Investors can exchange shares in a Fund for 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.) If you hold shares through a
TIAA-CREF Intermediary 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 or Tax Identification Number. An exchange is considered a sale of
securities, and therefore is a taxable event.
We reserve the right, at our sole discretion, to reject any exchange
request and to modify, suspend, or terminate the exchange privilege at any time.
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.
MAKING EXCHANGES THROUGH THE TRUST COMPANY
If you purchased shares through the Trust Company, it is responsible
for making any exchanges on your behalf. In addition, the Trust Company may
impose its own restrictions on your ability to make exchanges. Please contact
the Trust Company directly for more information.
29
<PAGE> 34
OTHER INVESTOR INFORMATION
Good Order. Requests for transactions by Eligible Investors will not be
processed until they are received in good order by our transfer agent, Boston
Financial Data Services. "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.
Share Price. The share price we use for transactions will be the NAV
per share next calculated after Boston Financial Data Services receives an
Eligible Investor's request in good order. If an Eligible Investor purchases or
redeems shares anytime before the New York Stock Exchange closes (usually 4:00
p.m. Eastern Time), the transaction price will be the NAV per share for that
day. If an Eligible Investor makes a purchase or redemption request after the
New York Stock Exchange closes, 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 (including the Trust Company) may require you to
communicate to it any purchase, redemption, or exchange request before a
specified deadline earlier than 4:00 p.m. in order to receive that day's NAV per
share as the transaction price.
Tax Identification Number. Each Eligible Investor must provide its
Taxpayer Identification Number (which, for most individuals, is your Social
Security Number) to us and indicate whether or not it is subject to back-up
withholding. If an Eligible Investor doesn't 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.
Signature Guarantee. For some transaction requests by an Eligible
Investor, we may require a letter of instruction from the Eligible Investor with
a signature guarantee. This requirement is designed to protect you and the
TIAA-CREF Institutional Mutual 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 us written
instructions. All registered owners of the account must sign the request and
provide signature guarantees.
FINANCIAL HIGHLIGHTS
Because the Funds have limited operating history, no financial
highlights information is included in this prospectus. Financial statements for
each Fund are in the SAI, which is available free upon request.
30
<PAGE> 35
[BACK COVER]
FOR MORE INFORMATION ABOUT TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
The following documents contain more information about the Funds and
are available free upon request:
STATEMENT OF ADDITIONAL INFORMATION ("SAI"). The SAI contains more information
about all aspects of the Funds. A current SAI has been filed with the U.S.
Securities and Exchange Commission ("SEC") and is incorporated in this
prospectus by reference.
ANNUAL AND SEMI-ANNUAL REPORTS. The Funds' annual and semi-annual reports
provide additional information about the Funds' investments. The first annual
report, to be available in November 1999, will contain a discussion of the
market conditions and investment strategies that significantly affected each
Fund's performance during the preceding fiscal year.
REQUESTING DOCUMENTS. You can request a copy of the SAI or these reports, or
contact us for any other purpose, in any of the following ways:
By telephone: Call 800 478-2966
In writing: TIAA-CREF Institutional Mutual Funds
P.O. Box 4674
New York, NY 10164
Information about TIAA-CREF Institutional Mutual Funds (including the SAI) can
be reviewed and copied at the SEC's public reference room (1-800-SEC-0339) in
Washington, D.C. The reports and other information are also available through
the SEC's internet website at www.sec.gov. Copies of the information can also be
obtained, upon payment of a duplicating fee, by writing the SEC's Public
Reference Section, Washington, D.C. 20549-6009.
Investment Company Act File No. 811-9301
<PAGE> 36
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information ("SAI") contains additional
information that you should consider before investing in TIAA-CREF Institutional
Mutual Funds (the "Trust"). It is not a prospectus and should be read carefully
in conjunction with the Trust's prospectus dated July 1, 1999 (the
"Prospectus"), which may be obtained by writing us at TIAA-CREF Institutional
Mutual Funds, P.O. Box 4674, New York, NY 10164 or by calling 800 478-2966.
Terms used in the Prospectus are incorporated in this SAI.
The date of this SAI is July 1, 1999.
<PAGE> 37
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS...............................................1
Fundamental Policies...................................................................1
Investment Policies and Risk Considerations............................................2
MANAGEMENT OF TIAA-CREF INSTITUTIONAL MUTUAL FUNDS.............................................14
Trustees and Officers of TIAA-CREF Institutional Mutual Funds.........................14
Trustee and Officer Compensation......................................................17
PRINCIPAL HOLDERS OF SECURITIES................................................................18
INVESTMENT ADVISORY AND OTHER SERVICES.........................................................18
ABOUT TIAA-CREF INSTITUTIONAL MUTUAL FUNDS AND THE SHARES......................................19
Indemnification of Shareholders.......................................................19
Indemnification of Trustees...........................................................20
Limitation of Fund Liability..........................................................20
Shareholder Meetings and Voting Rights................................................20
Additional Funds or Classes...........................................................21
Dividends and Distributions...........................................................21
PRICING OF SHARES..............................................................................21
Investments for Which Market Quotations Are Readily Available.........................21
Foreign Investments...................................................................22
Debt Securities.......................................................................22
Special Valuation Procedures for the Institutional Money Market Fund..................22
Options and Futures...................................................................23
Investments for Which Market Quotations Are Not Readily Available.....................24
TAX STATUS.....................................................................................24
BROKERAGE ALLOCATION...........................................................................26
UNDERWRITERS...................................................................................27
CALCULATION OF PERFORMANCE DATA................................................................27
Total Return Calculations.............................................................27
Yield Calculations....................................................................28
Performance Comparisons...............................................................30
Illustrating Compounding..............................................................30
Net Asset Value.......................................................................30
Moving Averages.......................................................................31
VOTING RIGHTS..................................................................................31
</TABLE>
- ii -
<PAGE> 38
<TABLE>
<S> <C>
LEGAL MATTERS..................................................................................31
EXPERTS........................................................................................31
ADDITIONAL CONSIDERATIONS......................................................................31
FINANCIAL STATEMENTS...........................................................................32
</TABLE>
- iii -
<PAGE> 39
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 each of the Trust's seven separate investment
portfolios or funds ("Funds"). 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 and Risk Considerations" 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 will be "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 permitted
by law.
2. The Fund will not borrow money, except: (a) each Fund may
purchase securities on margin, as described in restriction 7
below; and (b) from banks (only in amounts not in excess of
33 1/3 percent of the market value of that Fund's assets at
the time of borrowing), and, from other sources, for temporary
purposes (only in amounts not exceeding 5 percent, or such
greater amount as may be permitted by law, of that 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 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 1/3 percent 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.
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<PAGE> 40
8. The Fund will not, with respect to at least 75 percent of the
value of its total assets, invest more than 5 percent of its
total assets in the securities of any one issuer, other than
securities issued or guaranteed by the United States
Government, its agencies or instrumentalities, or hold more
than 10 percent of the outstanding voting securities of any
one issuer.
The following restriction is a fundamental policy of each Fund other
than the Institutional Money Market Fund.
9. The Fund will not invest in an industry if after giving effect
to that investment that Fund's holding in that industry would
exceed 25 percent of its total assets.
The following restriction is a fundamental policy of the Institutional
Money Market Fund:
10. The Fund may invest more than 25 percent of its assets in
obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities; the Fund will not otherwise
invest in an industry if after giving effect to that
investment the Fund's holding in that industry would exceed 25
percent of its total assets.
INVESTMENT POLICIES AND RISK CONSIDERATIONS
The following 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 Equity Funds. The equity 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,
these Funds can hold the same types of money market instruments the
Institutional Money Market Fund invests in (see Prospectus, page 14), as well as
other short-term instruments. These other instruments are the same type of
instruments the Institutional Money Market Fund holds, but they have longer
maturities than the instruments allowed in the Institutional Money Market Fund,
or else don't meet the requirements for "First Tier Securities".
When market conditions warrant, the equity Funds can invest directly in
debt securities similar to those the Institutional Bond Fund may invest in. The
equity Funds can also hold debt securities that they acquire because of mergers,
recapitalizations or otherwise.
Borrowing and Lending Among Affiliates. At some time in the future, the
Funds may establish a facility for borrowing and lending money among themselves
as well as with TIAA or other registered investment companies managed by
Advisors or Investment Management.
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
- 2 -
<PAGE> 41
fluctuations in net asset value in response to market changes.
Illiquid Securities. Each Fund can invest up to 15 percent of its
assets (10 percent for the Institutional Money Market Fund) in investments that
may not be readily marketable. It may be difficult to sell these investments for
their fair market value.
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 and
futures strategies to the extent permitted by the SEC and Commodity Futures
Trading Commission ("CFTC"). We do not intend for any Fund to use options and
futures strategies in a speculative manner but rather we would use them
primarily as hedging techniques or for cash management purposes.
Option-related activities could include: (1) selling of covered call
option contracts, and the purchase of call option contracts for the purpose of a
closing 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 each Fund may
engage in other types of options transactions consistent with its investment
objective and policies and applicable law.
A call option is a short-term contract (generally for nine months or
less) which gives the purchaser of the option the right 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 at any time during the option period.
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.
A Fund 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 the 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 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 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
- 3 -
<PAGE> 42
by the purchaser, to purchase the underlying security at the exercise price
during the option period. The buying of a covered put contract limits the
downside exposure for the investment in the underlying security to the
combination of the exercise price less the premium paid. 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.
A Fund may close out a position acquired through buying a put option by
selling a put option on the same security with the same exercise price and
expiration date as the put option which it had previously bought on the
security. Depending on the premium of the put option sold by the 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 Standard & Poor's
100 Index traded on the Chicago Board Options Exchange. There are also options
on futures of groups of securities such as the Standard & Poor's 500 Stock Index
and the New York Stock Exchange Composite Index. The selling of 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 futures
on groups of securities, is a possible lack of liquidity. This will be a major
consideration before a 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, each Fund
may purchase and sell futures contracts on securities or other instruments, or
on groups or indexes 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 future investments than actually may
be available at the future time. 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, will result in an obligation to make or accept
delivery, during a particular future
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<PAGE> 43
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 which may
result in a profit or a loss. While futures positions taken by a Fund usually
will be liquidated in this manner, a Fund may instead make or take delivery of
the underlying securities or instruments whenever it appears economically
advantageous to the Fund to do so. 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 each
Fund 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, a Fund 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, a Fund 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, a Fund 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 a Fund upon the purchase or sale of a futures contract. Initially, the Fund
will be required to deposit in a custodial account an amount of cash, United
States Treasury securities, or other permissible assets equal to approximately 5
percent 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 which is returned to the Fund upon termination of the futures
contract 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
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<PAGE> 44
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 which 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 which are the subject of the hedge.
Each Fund will attempt to reduce this risk by engaging in futures transactions,
to the extent possible, where, in our judgment, there is a significant
correlation between changes in the prices of the futures contracts and the
prices of each 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 predict correctly 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, we believe that over time the value of a Fund's portfolio
will tend to move in the same direction as the market indices which 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 the 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 which 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 which 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
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<PAGE> 45
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
Teachers Advisors, Inc. ("Advisors"), the investment adviser for TIAA-CREF
Institutional Mutual Funds, still may not result in a successful hedging
transaction over a very short time period.
Each Fund may also use futures contracts and options on futures
contracts to manage its cash flow more effectively. To the extent that a Fund
enters into non-hedging positions, it will do so only in accordance with certain
CFTC exemptive provisions. Thus, pursuant to CFTC Rule 4.5, the aggregate
initial margin and premiums required to establish non-hedging positions in
commodity futures or commodity options contracts may not exceed 5 percent of the
liquidation value of the Fund's portfolio, after-taking into account unrealized
profits and unrealized losses on any such contracts it has entered into
(provided that the in-the-money amount of an option that is in-the-money when
purchased may be excluded in computing such 5 percent).
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.
Investment Companies. Each Fund can invest up to 5 percent of its
assets in any single investment company and up to 10 percent of its assets in
all other investment companies in the aggregate. However, no Fund can hold more
than 3 percent of the total outstanding voting stock of any single investment
company.
Firm Commitment Agreements and Purchase of "When-Issued" Securities.
Each Fund can enter into firm commitment agreements for the purchase of
securities on a specified future date. 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 the Fund is obligated to purchase such securities, it will be
required to segregate assets. See below, "Segregated Accounts."
Pass-Through Securities. The Funds may invest in mortgage pass-through
securities such as GNMA certificates or FNMA and FHLMC mortgage-backed
obligations, or modified pass-through securities such as collateralized mortgage
obligations issued by various financial institutions. In connection with these
investments, early repayment of principal arising from prepayments of principal
on the underlying mortgage loans due to the sale of the underlying property, the
refinancing of the loan, or foreclosure may expose a Fund to a lower rate of
return upon reinvestment of the principal. Prepayment rates vary widely and may
be affected by changes in market interest rates. 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
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<PAGE> 46
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 the original yield on the certificates. 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 or estimated annual prepayment rate.
Lending of Securities. Subject to investment policy 6 on page 1
(relating to loans of portfolio securities), each Fund may lend its 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 NASD, and also to certain other financial institutions. All loans
will be fully collateralized. In connection with the lending of its securities,
a Fund will receive as collateral cash, securities issued or guaranteed by the
United States Government (i.e., 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 percent of the current
market value of the loaned securities, or such lesser percentage as may be
permitted by the Securities and Exchange Commission ("SEC") (not to fall below
100 percent 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 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 Fund 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 Fund may pay reasonable fees to persons unaffiliated with
the Fund for services or for arranging such loans. 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, 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 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, the Fund entering into the
agreement 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. Each Fund will enter into
repurchase agreements only with member banks of the Federal Reserve System, and
with primary government securities dealers or other domestic or foreign
broker-dealers whose creditworthiness has been reviewed and found satisfactory
by Advisors
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<PAGE> 47
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 United States 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 security 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. Each Fund 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, a Fund may be able to protect the
value of a portion of its portfolio against declines in market value. Each Fund
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 which 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 a Fund receives from the counterparty to the swap
transaction will exceed the return it swaps to that party.
While a Fund will only enter into swap transactions with counterparties
it considers 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 a 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
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<PAGE> 48
Accounts," below.
Swap agreements may be considered illiquid by the SEC staff and subject
to the limitations on illiquid investments.
To the extent that there is an imperfect correlation between the return
a Fund is obligated to swap and the securities or instruments representing such
return, the value of the swap transaction may be adversely affected. No Fund
therefore will enter into a swap transaction unless it owns or has the right to
acquire the securities or instruments representative of the return it is
obligated to swap with the counterparty to the swap transaction. It is not the
intention of any Fund to engage in swap transactions in a speculative manner but
rather primarily to hedge or manage the risks associated with assets held in, or
to facilitate the implementation of portfolio strategies of purchasing and
selling assets for, the Fund.
Segregated Accounts. In connection with when-issued securities, firm
commitment and certain other transactions in which a Fund incurs an obligation
to make payments in the future, a Fund 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, United States
Government securities or other securities as may be permitted by law.
Currency Transactions. The value of a Fund's assets as measured in
United States 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 exchange, 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 which 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 interbank 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
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<PAGE> 49
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 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 where 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 Fund's investment
adviser 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, certain
Funds 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
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other considerations that may affect these investments.
Investment in Europe. The total European market (consisting of the European
Union, the European Free Trade Association and Eastern European countries)
contains over 450 million consumers, a market larger than either the United
States or Japan. European businesses compete both intra-regionally and globally
in a wide range of industries, and recent political and economic changes
throughout Europe are likely further to expand the role of Europe in the global
economy. As a result, a great deal of interest and activity has been generated
aimed at understanding and benefiting from the "new" Europe that may result. The
incipient aspects of major developments in Europe as well as other
considerations means that there can be no guarantee that outcomes will be as
anticipated or will have results that investors would regard as favorable.
The European Union. The European Union ("EU") consists of Austria, Belgium,
Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg,
Netherlands, Portugal, Spain, Sweden, and the United Kingdom (the "EU Nations"),
with a total population exceeding 370 million. The EU Nations have undertaken to
establish, among themselves, a single market that is largely free of internal
barriers and hindrances to the free movement of goods, persons, services and
capital. Although it is difficult to predict when this goal will be fully
realized, macro- and micro-economic adjustments already in train are indicative
of significant increases in efficiency and the ability of the EU Nations to
compete globally by simplifying product distribution networks, promoting
economies of scale, and increasing labor mobility, among other effects. The
establishment of the eleven-country European Monetary Union, a subset of the
European Union countries, with its own central bank, the European Central Bank;
its own currency, the Euro; and a single interest rate structure, represents a
new economic entity, the Euro-area. While authority for monetary policy thus
shifts from national hands to an independent supranational body, sovereignty
elsewhere remains at the national level. Uncertainties with regard to balancing
of monetary policy against national fiscal and other political issues and their
extensive ramifications represent important risk considerations for investors in
these countries.
Investment in the Pacific Basin. The economies of the Pacific Basin vary widely
in their stages of economic development. Some (such as Japan, Australia,
Singapore, and Hong Kong) are considered advanced by Western standards; others
(such as Thailand, Indonesia, and Malaysia) are considered "emerging" -- rapidly
shifting from natural resource- and agriculture-based systems to more
technologically advanced systems oriented toward manufacturing and services. The
major reform of China's economy and polity continues to be an important stimulus
to economic growth internally, and, through trade, across the region.
Intra-regional trade has become increasingly important to a number of these
economies. Japan, the second largest economy in the world, is the dominant
economy in the Pacific Basin, with one of the highest per capita incomes in the
world. Its extensive trade relationships also contribute to expectations for
regional and global economic growth. Economic growth has historically been
relatively strong in the region, but recent economic turmoil among the emerging
economies, and unmitigated recessionary impulses in Japan, in the recent past
have raised important questions with regard to prospective longer-term outcomes.
Potential policy miscalculations or other events could pose important risks to
equity investors in any of these economies.
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Investment in Canada. Canada, a country rich in natural resources and a leading
industrial country of the world, is by far the most important trading partner of
the United States. The U.S. and Canada have entered into the U.S.-Canada Free
Trade Agreement which, over a 10-year period from 1989, will remove trade
barriers affecting all important sectors of each country's economy. In addition,
the U.S., Canada, and Mexico have established the North American Free Trade
Agreement ("NAFTA"), which is expected to significantly benefit the economies of
each of the countries through the more rational allocation of resources and
production over the region. Uncertainty regarding the longer-run political
structure of Canada is an added risk to investors, along with weak commodity
prices.
Investment in Latin America. Latin America (including Mexico and Central
America) has a population of approximately 455 million and is rich in natural
resources. Important gains in the manufacturing sector have developed in several
of the major countries in the region. A number of countries in the region have
taken steps to reduce impediments to trade, most notably through the NAFTA
agreement between the U.S., Canada and Mexico and the Mercosur agreement between
Argentina, Brazil, Paraguay and Uruguay, with Chile as an associate member.
Restrictions on international capital flows, intermittent problems with capital
flight, and some potential difficulties in the repayment of external debt,
however, remain important concerns in the region -- exacerbating the risks in
these equity markets. As a result Latin American equity markets have been
extremely volatile. Efforts to restructure these economies through privatization
and fiscal and monetary reform have been met with some success, with gains in
output growth and slowing rates of inflation. These efforts may result in
attractive investment opportunities. However, recent events have shown that
large shifts in sentiment in markets elsewhere on the globe may very quickly
reverberate among these markets, adding greater risk to already volatile
markets. There can be no assurance that attempted reforms will ultimately be
successful or will bring about results investors would regard as favorable.
Other Regions. There are developments in other regions and countries around the
world which could lead to additional investment opportunities. We will monitor
these developments and may invest when appropriate.
Depository Receipts. The equity Funds can invest in American, European
and Global Depository Receipts ("ADRs," "EDRs" and "GDRs"). 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
don't 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 U.S. for ADRs quoted on a national securities exchange or the NASD's
national
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<PAGE> 52
market system. 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.
Other Investment Techniques and Opportunities. Each Fund 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.
Industry Concentrations. None of the Funds will concentrate more than
25 percent of its total assets in any one industry.
MANAGEMENT OF TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
TRUSTEES AND OFFICERS OF TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Trustees who are "interested persons" within the meaning of the 1940
Act are indicated by an asterisk (*).
<TABLE>
<CAPTION>
TRUSTEE AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ------- --- -----------------------------------------
<S> <C> <C>
Robert H. Atwell 68 President Emeritus, American Counsel on Education and
447 Bird Key Drive senior consultant for A.T. Kearney, since November
Sarasota, FL 34236 1996. Previously, President, American Counsel on
Education.
Elizabeth E. Bailey 60 John C. Hower Professor of Public Policy and
The Wharton School Management, The Wharton School of the University of
University of Pennsylvania Pennsylvania.
Suite 3100
Steinberg-Dietrich Hall
Philadelphia, PA 19104-6372
John H. Biggs* (3) 62 Chairman, Chief Executive Officer, and President,
TIAA-CREF College Retirement Equities Fund ("CREF") and TIAA,
730 Third Avenue since 1997. Previously, Chairman and Chief Executive
New York, NY 10017-3206 Officer, CREF and TIAA.
</TABLE>
- 14 -
<PAGE> 53
<TABLE>
<CAPTION>
TRUSTEE AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ------- --- -----------------------------------------
<S> <C> <C>
Joyce A. Fecske (1) 52 Vice President Emerita, DePaul University, since
4800 South Karlov Avenue 1994. Formerly, Vice President for Human Resources,
Chicago, IL 60632 DePaul University.
Edes P. Gilbert 67 Consultant, Independent Education Services, since
Independent Education Services 1998. Formerly, Head, The Spence School.
49 East 78th Street
New York, NY 10021
Stuart Tse Kong Ho (3) 63 Chairman and President, Capital Investment of Hawaii,
Capital Investment of Hawaii, Inc. Inc.; Chairman, Gannett Pacific Corporation.
Suite 1700
733 Bishop Street
Honolulu, HI 96813
Nancy L. Jacob (2) 56 President and Managing Principal, Windermere
Windermere Investment Associates Investment Associates, since January 1997.
121 S.W. Morrison Street Previously, Chairman and Chief Executive Officer, CTC
Portland, OR 97204 Consulting, Inc. and Managing Director, Capital Trust
Company.
Marjorie Fine Knowles 59 Professor of Law, Georgia State University College of
College of Law Law.
Georgia State University
University Plaza
Atlanta, GA 30303-3092
Martin L. Leibowitz* (3) 62 Vice Chairman and Chief Investment Officer, CREF and
TIAA-CREF TIAA, since 1995. President, TIAA-CREF Investment
730 Third Avenue Management, Inc. (Investment Management), and
New York, NY 10017-3206 President, Teachers Advisors, Inc. (Advisors).
Executive Vice President, CREF and TIAA from June 1995
to November 1995. Formerly, managing
director-director of research and a member of the
executive committee, Salomon Brothers, Inc.
Jay O. Light (2) 57 Professor of Business Administration and Senior
Harvard Business School Associate Dean for Planning and Development, Harvard
Morgan Hall 489 University Graduate School of Business Administration.
Soldiers Field
Boston, MA 02163
</TABLE>
- 15 -
<PAGE> 54
<TABLE>
<CAPTION>
TRUSTEE AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ------- --- -----------------------------------------
<S> <C> <C>
Bevis Longstreth (2) 65 Of Counsel, Debevoise & Plimpton, since 1998.
Debevoise & Plimpton Formerly, Partner, Debevoise & Plimpton. Adjunct
875 Third Avenue Professor of Law, Columbia University.
New York, NY 10022
Robert M. Lovell, Jr. (2) 68 Founding Partner, First Quadrant L.P. Formerly,
First Quadrant L.P. Chairman and Chief Executive Officer, First Quadrant
100 Campus Drive Corp. (Investment Management Firm).
P.O. Box 939
Florham Park, NJ 07932
Stephen A. Ross (2) 55 Franco Modigliani Professor of Finance and Economics,
Sloan School of Management Sloan School of Management, Massachusetts Institute of
Massachusetts Institute of Technology Technology, since 1998. Co-Chairman, Roll & Ross
77 Massachusetts Avenue Asset Management Corp.
Cambridge, MA 02139
Eugene C. Sit (3) 60 Chairman, Chief Executive and Chief Investment
Sit Investment Associates, Inc. Executive Officer, Sit Investment Associates, Inc. and
4600 Norwest Center Sit/Kim International Investment Associates, Inc.
90 South Seventh Street
Minneapolis, MN 55402
Maceo K. Sloan (2) 49 Chairman, President, and Chief Executive Officer,
NCM Capital Management Group, Inc. Sloan Financial Group, Inc., and NCM Capital
Suite 400 Management Group, Inc.
103 West Main Street
Durham, NC 27701-3638
David K. Storrs (2) 54 President and Chief Executive Officer, Alternative
Alternative Investment Group, LLC Investment Group, L.L.C., since August 1996. Adviser
65 South Gate Lane to the President, The Common Fund, since January
Southport, CT 06490 1996. Formerly, President and Chief Executive
Officer, The Common Fund.
Robert W. Vishny (3) 40 Eric J. Gleacher Professor of Finance, University of
Graduate School of Business Chicago Graduate School of Business. Founding
University of Chicago Partner, LSV Asset Management.
1101 East 58th Street
Chicago, IL 60637
</TABLE>
- -----------------------
(1) Member of the Executive Committee. The Executive Committee is responsible
for day to day oversight of the Funds' operation.
(2) Member of the Finance Committee. The Finance Committee oversees the
investments of TIAA-CREF Institutional Mutual Funds.
- 16 -
<PAGE> 55
(3) Member of the Executive and Finance Committees.
<TABLE>
<CAPTION>
POSITION WITH
OFFICER* AGE REGISTRANT PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- -------- --- -------------- -----------------------------------------
<S> <C> <C> <C>
John J. McCormack 54 President Executive Vice President, TIAA and
CREF, since November 1983, and President,
TIAA-CREF Enterprises, since June 1998.
Scott C. Evans 39 Executive Executive Vice President, TIAA and CREF, Advisors and
Vice President Investment Management, since September 1997.
Previously, Managing Director, TIAA, CREF, Advisors and
Investment Management from March 1997 to September
1997. Previously Second Vice President, TIAA and CREF,
Advisors and Investment Management.
Executive Executive Vice President, TIAA and CREF, since March
Richard L. Gibbs 52 Vice President 1993. Executive Vice President, Advisors, Investment
Management, Teachers Personal Investors Services, Inc.
("TPIS") and TIAA-CREF Individual & Institutional
Services, Inc. ("Services").
E. Laverne Jones 50 Secretary Vice President, and Corporate Secretary, TIAA and CREF,
since August 1998. Previously, Senior Counsel, TIAA
and CREF.
Richard J. Adamski 57 Vice President and Vice President and Treasurer, TIAA and CREF, Investment
Treasurer Management, Advisors, TPIS and Services.
</TABLE>
- -----------------------
* The address for all officers of TIAA-CREF Institutional Mutual Funds is
730 Third Avenue, New York, NY 10017-3206.
TRUSTEE AND OFFICER COMPENSATION
The following table shows the estimated compensation to be received by
each non-officer Trustee from the Funds and the TIAA-CREF fund complex for
TIAA-CREF Institutional Mutual Funds' partial fiscal year ending September 30,
1999. The Funds' officers receive no compensation from any fund in the TIAA-CREF
fund complex. The TIAA-CREF fund complex consists of: College Retirement
Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Life Funds, TIAA-CREF
Mutual Funds and TIAA-CREF Institutional Mutual Funds, each a registered
investment company.
TIAA-CREF Institutional Mutual Funds has long-term performance deferred
compensation plan for non-employee Trustees. Under this unfunded plan, annual
contributions
- 17 -
<PAGE> 56
equal to half the amount of the basic annual Trustee stipend are allocated to
notional CREF and TIAA accounts, in predetermined percentages. Benefits will be
paid in a lump sum after the Trustee leaves the Board. Pursuant to a separate
deferred compensation plan, non-employee Trustees also have the option to defer
payment of their basic stipend and allocate it to notional TIAA and CREF
accounts chosen by the individual Trustee. Benefits under that plan are also
paid in a lump sum after the Trustee leaves the Board.
<TABLE>
<CAPTION>
COMPENSATION
OF TRUSTEES(1)
LONG TERM
PERFORMANCE
DEFERRED
AGGREGATE COMPENSATION TOTAL COMPENSATION
COMPENSATION CONTRIBUTION FROM TIAA-CREF
NAME FROM THE FUND AS PART OF EXPENSES FUND COMPLEX
- ---- ------------- ---------------------- ------------------
<S> <C> <C> <C>
Robert H. Atwell $ 1,527 $6 $16,500
Elizabeth E. Bailey $ 1,522 $6 $13,875
Joyce A. Fecske $ 1,522 $6 $13,875
Edes P. Gilbert $ 1,527 $6 $16,500
Stuart Tse Kong Ho $ 1,519 $6 $12,375
Nancy L. Jacob $ 1,524 $6 $15,000
Marjorie Fine Knowles $ 1,522 $6 $13,875
Jay O. Light $ 1,519 $6 $12,375
Bevis Longstreth $ 1,522 $6 $13,875
Robert M. Lovell, Jr. $ 1,522 $6 $13,875
Stephen A. Ross $ 1,525 $6 $15,375
Eugene C. Sit $ 1,519 $6 $12,375
Maceo K. Sloan $ 1,522 $6 $13,875
David K. Storrs $ 1,522 $6 $13,875
Robert W. Vishny $ 1,525 $6 $15,375
</TABLE>
- -----------------------
(1) Estimated payments for the partial fiscal year ending September 30, 1999.
PRINCIPAL HOLDERS OF SECURITIES
TIAA, as the contributor of the initial capital for each of the Funds,
owned 100% of the shares of each Fund as of June 30, 1999.
INVESTMENT ADVISORY AND OTHER SERVICES
As explained in the Prospectus, investment advisory and related
services for each of the Funds are provided by personnel of Teachers Advisors,
Inc. ("Advisors"). Advisors manages the investment and reinvestment of the
assets of each Fund, subject to the direction and control of the Finance
Committee of the Board of Trustees. As the prospectus describes, Advisors has
agreed to waive a portion of its fee for managing each Fund.
- 18 -
<PAGE> 57
Employees of Advisors and members of their households are limited in
trading for their own accounts. Certain transactions must be reported and
approved, and duplicates of all confirmation statements and other account
reports must be sent to a special compliance unit.
Advisory 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.
State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, MA 02209 acts as custodian for TIAA-CREF Institutional Mutual
Funds.
Ernst & Young LLP, 787 Seventh Avenue, New York, NY 10019, serves as
independent auditors of TIAA-CREF Institutional Mutual Funds.
In addition to serving as custodian of the Funds' portfolio securities,
State Street provides the Funds with limited administrative services, including
preparation of each Fund's federal, state and local tax returns, preparation of
each Fund's financial information, and certain other administrative services.
State Street also acts as the transfer and dividend paying agent for the Funds.
Teachers Insurance and Annuity Association of America ("TIAA") holds
all of the shares of TIAA-CREF Enterprises, Inc., which in turn holds all the
shares of Advisors and of Teachers Personal Investors Services, Inc., the
principal underwriter for TIAA-CREF Institutional Mutual Funds.
ABOUT TIAA-CREF INSTITUTIONAL MUTUAL FUNDS AND THE SHARES
TIAA-CREF Institutional Mutual Funds, was organized as a Delaware
business trust on April 15, 1999. A copy of TIAA-CREF Institutional Mutual
Funds' 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
business trust, TIAA-CREF Institutional Mutual Funds' operations are governed by
its Declaration of Trust dated April 15, 1999, as amended (the "Declaration").
Upon the initial purchase of shares of beneficial interest in TIAA-CREF
Institutional Mutual Funds, each shareholder agrees to be bound by the
Declaration, as amended from time to time.
INDEMNIFICATION OF SHAREHOLDERS
Generally, Delaware business trust shareholders are not personally
liable for obligations of the Delaware business trust under Delaware law. The
Delaware Business Trust Act ("DBTA") provides that a shareholder of a Delaware
business trust shall be entitled to the same limitation of liability extended to
shareholders of private for-profit corporations. TIAA-CREF Institutional Mutual
Funds' Declaration expressly provides that TIAA-CREF Institutional Mutual Funds
has been organized under the DBTA and that the Declaration is to be governed by
and interpreted in accordance with Delaware law. It is nevertheless possible
that a Delaware business trust, such as TIAA-CREF Institutional Mutual Funds,
might become a party to an
- 19 -
<PAGE> 58
action in another state whose courts refuse to apply Delaware law, in which case
TIAA-CREF Institutional Mutual Funds' shareholders could possibly be subject to
personal liability.
To guard against this risk, the Declaration (i) contains an express
disclaimer of shareholder liability for acts or obligations of TIAA-CREF
Institutional Mutual Funds and provides that notice of such disclaimer may be
given in each agreement, obligation and instrument entered into or executed by
TIAA-CREF Institutional Mutual Funds or its Trustees, (ii) provides for the
indemnification out of Trust property of any shareholders held personally liable
for any obligations of TIAA-CREF Institutional Mutual Funds or any series of
TIAA-CREF Institutional Mutual Funds, and (iii) provides that TIAA-CREF
Institutional Mutual Funds shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of TIAA-CREF
Institutional Mutual Funds and satisfy any judgment thereon. Thus, the risk of a
Trust 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) TIAA-CREF Institutional Mutual Funds itself
would be unable to meet its obligations. In the light of DBTA, the nature of
TIAA-CREF Institutional Mutual Funds' business, and the nature of its assets,
the risk of personal liability to a TIAA-CREF Institutional Mutual Funds
shareholder is remote.
INDEMNIFICATION OF TRUSTEES
The Declaration further provides that TIAA-CREF Institutional Mutual
Funds 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 TIAA-CREF Institutional Mutual Funds. The Declaration does
not authorize TIAA-CREF Institutional Mutual Funds 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 or shareholders assume any personal
liability for obligations entered into on behalf of a Fund or TIAA-CREF
Institutional Mutual Funds. 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, TIAA-CREF Institutional Mutual Funds is not
required to hold annual meetings to elect Trustees or for other purposes. It is
not anticipated that TIAA-CREF
- 20 -
<PAGE> 59
Institutional Mutual Funds will hold shareholders' meetings unless required by
law or the Declaration. TIAA-CREF Institutional Mutual Funds will be required to
hold a meeting to elect Trustees to fill any existing vacancies on the Board if,
at any time, fewer than a majority of the Trustees holding office were elected
by the shareholders of TIAA-CREF Institutional Mutual Funds.
Shares of TIAA-CREF Institutional Mutual Funds do not entitle their
holders to cumulative voting rights, so that the holders of more than 50 percent
of the net asset value represented by the outstanding shares of TIAA-CREF
Institutional Mutual Funds 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 (number
of shares held times the net asset value of the applicable Fund).
ADDITIONAL FUNDS OR CLASSES
Pursuant to the Declaration, the Trustees may establish additional
Funds (technically "series" of shares) or "classes" of shares in TIAA-CREF
Institutional Mutual Funds without shareholder approval. The establishment of
additional Funds or classes would not affect the interests of current
shareholders in the existing eight Funds. As of the date of this SAI, the
Trustees do not have any plan to establish another Fund or class.
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 TIAA-CREF Institutional Mutual Funds as a whole or any individual Fund,
shares of the affected Fund are entitled to receive their proportionate share of
the assets which are attributable to such shares and which are available for
distribution as the Trustees in their sole discretion may determine.
Shareholders are not entitled to any preemptive, conversion, or subscription
rights. All shares, when issued, will be fully paid and non-assessable.
PRICING OF SHARES
The assets of the Funds 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:
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
- 21 -
<PAGE> 60
reported. Such an equity security may also be valued at fair value as determined
in good faith by the Finance Committee of the Board of Trustees if events
materially affecting its value occur between the time its price is determined
and the time a Fund's net asset value 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,
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 by the
Finance Committee of the Board and in accordance with the responsibilities of
the Board as a whole.
DEBT SECURITIES
Debt securities (including 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). Values for money market instruments (other than
those in the Institutional Money Market Fund) with maturities of one year or
less will be obtained from either one or more of the major market makers or
derived from a pricing matrix that has various types of money market instruments
along one axis and maturities, ranging from overnight to one year, along the
other. This information is derived from one or more financial information
services. For securities with maturities longer than one year, these values will
be derived utilizing an independent pricing service when such prices are
believed to reflect the fair value of these securities. We use an independent
pricing service to value securities with maturities longer than one year, except
when we believe prices don't accurately reflect the security's fair value.
SPECIAL VALUATION PROCEDURES FOR THE INSTITUTIONAL MONEY MARKET FUND
For the Institutional Money Market Fund, all of its assets are valued
on the basis of amortized cost in an effort to maintain a constant net asset
value per share of $1.00. The Board has determined that such valuation is in the
best interests of the Fund and its shareholders. Under the amortized cost method
of valuation, securities are valued at cost on the date of their acquisition,
and thereafter a constant accretion of any discount or amortization of any
premium to maturity is assumed. While this method provides certainty in
valuation, it may result in periods in which value as determined by amortized
cost is higher or lower than the price the Fund would receive if it sold the
security. During such periods, the quoted yield to investors may differ somewhat
from that obtained by a similar fund which uses available market quotations to
value all of its securities.
The Board has established procedures reasonably designed, taking into
account current
- 22 -
<PAGE> 61
market conditions and the Institutional Money Market Fund's investment
objective, to stabilize the net asset value per share for purposes of sales and
redemptions at $1.00. These procedures include review by the Board, at such
intervals as it deems appropriate, to determine the extent, if any, to which the
net asset value per share calculated by using available market quotations
deviates by more than 1/2 of one percent from $1.00 per share. In the event such
deviation should exceed 1/2 of one percent, the Board will promptly consider
initiating corrective action. If the Board believes that the extent of any
deviation from a $1.00 amortized cost price per share may result in material
dilution or other unfair results to new or existing shareholders, it will take
such steps as it considers appropriate to eliminate or reduce these consequences
to the extent reasonably practicable. Such steps may include: (1) selling
securities prior to maturity; (2) shortening the average maturity of the Fund;
(3) withholding or reducing dividends; or (4) utilizing a net asset value per
share determined from available market quotations. Even if these steps were
taken, the Institutional Money Market Fund's net asset value might still
decline.
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 written 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 a 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.
- 23 -
<PAGE> 62
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
under the direction of the Trustees.
TAX STATUS
Although TIAA-CREF Institutional Mutual Funds is organized as a
Delaware business trust, neither TIAA-CREF Institutional Mutual Funds nor its
individual Funds will be subject to any corporate excise or franchise tax in the
State of Delaware, nor will they be liable for Delaware income taxes provided
that each Fund qualifies as a regulated investment company for federal income
tax purposes and satisfies certain income source requirements of Delaware law.
If each Fund so qualifies and distributes all of its income and capital gains,
it will also be exempt from applicable New York State taxes and the New York
City general corporation tax, except for small minimum taxes.
Each Fund intends to qualify as a "regulated investment company"
("RIC") under Subchapter M of the Code. In general, to qualify as a RIC: (a) at
least 90 percent of the gross income of a Fund for the taxable year must be
derived from dividends, interest, payments with respect to loans of securities,
gains from the sale or other disposition of securities or foreign currency, or
other income derived with respect to its business of investing in securities;
(b) a Fund must distribute to its shareholders 90 percent of its ordinary income
and net short-term capital gains (undistributed net income may be subject to tax
at the Fund level); and (c) a Fund must diversify its assets so that, at the
close of each quarter of its taxable year, (i) at least 50 percent of the fair
market value of its total (gross) assets is comprised of cash, cash items, U.S.
Government securities, securities of other regulated investment companies and
other securities limited in respect of any one issuer to no more than 5 percent
of the fair market value of the Fund's total assets and 10 percent of the
outstanding voting securities of such issuer and (ii) no more than 25 percent of
the fair market value of its total assets is invested in the securities of any
one issuer (other than U.S. Government securities and securities of other
regulated investment companies) or of two or more issuers controlled by the Fund
and engaged in the same, similar, or related trades or businesses.
If, in any taxable year, a Fund should not qualify as a RIC under the
Code: (1) that Fund would be taxed at normal corporate rates on the entire
amount of its taxable income without deduction for dividends or other
distributions to its shareholders, and (2) that Fund's distributions to the
extent made out of that Fund's current or accumulated earnings and profits would
be taxable to its shareholders (other than tax-exempt shareholders and
shareholders in tax deferred accounts) as ordinary dividends (regardless of
whether they would otherwise have been considered capital gains dividends), and
may qualify for the deduction for dividends received by corporations.
Each Fund must declare and distribute dividends equal to at least 98
percent of its ordinary income (as of the twelve months ended December 31) and
at least 98 percent of its capital gain net income (as of the twelve months
ended October 31), in order to avoid a federal
- 24 -
<PAGE> 63
excise tax. Each Fund intends to make the required distributions, but they
cannot guarantee that they will do so. Dividends attributable to a Fund's
ordinary income and capital gains distributions are taxable as such to
shareholders in the year in which they are received except dividends declared in
October, November or December and paid in January, which dividends are treated
as paid on the prior December 31.
A distribution of net capital gains reflects a Fund's excess of net
long-term capital gains over its net short-term capital losses. Each Fund will
designate income dividends and must designate distributions of net capital gains
and must notify shareholders of these designations within sixty days after the
close of the Fund's taxable year.
Foreign currency gains and losses are generally taxable as ordinary
income. If the net effect of these transactions is a gain, the dividend paid by
the Fund will be increased; if the result is a loss, the income dividend paid by
the Fund will be decreased.
At the time of purchase, each Fund's net asset value may reflect
undistributed income or net capital gains. A subsequent distribution to
shareholders of such amounts, although constituting a return of their
investment, would be taxable either as dividends or capital gain distributions.
For federal income tax purposes, each Fund is permitted to carry forward its net
realized capital losses, if any, for eight years, and realize net capital gains
up to the amount of such losses without being required to pay taxes on, or
distribute such gains. If a shareholder held shares for six months or less and
during that period received a distribution taxable to such shareholder as a long
term capital gain, any loss realized on the sale of such shares during the six
month period would be a long term loss to the extent of such distribution.
Income received by any Fund from sources within various foreign
countries may be subject to foreign income taxes withheld at the source. Under
the Code, if more than 50 percent of the value of a Fund's total assets at the
close of its taxable year consists of securities issued by foreign corporations,
the Fund (e.g., the Institutional International Equity Fund) may file an
election with the Internal Revenue Service to "pass through" to the Fund's
shareholders the amount of any foreign income taxes paid by the Fund. Pursuant
to this election, shareholders will be required to: (i) include in gross income,
even though not actually received, their respective pro rata share of foreign
taxes paid by the Fund; (ii) treat their pro rata share of foreign taxes as paid
by them; and (iii) either deduct their pro rata share of foreign taxes in
computing their taxable income, or use it as a foreign tax credit against U.S.
income taxes (but not both). No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions.
Each shareholder will be notified within 60 days after the close of
each taxable year of a Fund, if that Fund will "pass through" qualifying foreign
taxes paid for that year, and, if so, the amount of each shareholder's pro rata
share (by country) of (i) the foreign taxes paid, and (ii) the Fund's gross
income from foreign sources. Of course, shareholders who are not liable for
federal income taxes, such as retirement plans qualified under Section 401 of
the Code, will not be able to utilize any such "pass through" of foreign tax
credits.
Each Fund is required by federal law to withhold 31 percent of
reportable payments
- 25 -
<PAGE> 64
(which may include income dividends, capital gains distributions, and share
redemption proceeds) paid to shareholders who have not complied with IRS
regulations. In order to avoid this back-up withholding requirement, a
shareholder must certify to the Fund on the application form or on a separate
Internal Revenue Service W-9 Form, that the shareholder's Social Security Number
or Taxpayer Identification Number is correct and that the shareholder is not
currently subject to back-up withholding or is exempt from back-up withholding.
The foregoing discussion does not address the special tax rules
applicable to certain classes of investors. For example, each shareholder who is
not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of shares of the Funds, including the possibility that such a
shareholder may be subject to a U.S. withholding tax at a rate of 30 percent (or
at a lower rate under an applicable income tax treaty) on Fund distributions
treated as ordinary dividends.
This discussion of the tax treatment of the Funds and their
distributions is based on the federal, Delaware and New York tax laws in effect
as of the date of this SAI. Shareholders should consult their tax advisors to
determine the tax treatment of an investment by him or her in any Fund,
including state and local taxes.
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 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, TIAA-CREF Investment Management, Inc. ("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.
Advisors will place orders with brokers providing useful research and
statistical data services if reasonable commissions can be negotiated for the
total services furnished even though
- 26 -
<PAGE> 65
lower commissions may be available from brokers not providing such services.
Advisors follows guidelines established by the Board for the placing of orders
with the brokers providing such services.
Research or service obtained for one Fund may be used by Advisors in
managing the other Funds. In such circumstances, the expenses incurred will be
allocated equitably consistent with Advisors' fiduciary duty to the other Funds.
Research or services obtained for TIAA-CREF Institutional Mutual Funds
may be used by personnel of Advisors in managing other investment company
accounts, or by Investment Management for the CREF accounts. In such
circumstances, the expenses incurred will be allocated in an equitable manner
consistent with the fiduciary obligations of personnel of Advisors to TIAA-CREF
Institutional Mutual Funds.
UNDERWRITERS
Teachers Personal Investors Services, Inc. ("TPIS") may be considered
the "principal underwriter" for TIAA-CREF Institutional Mutual Funds. Shares of
TIAA-CREF Institutional Mutual Funds are offered on a continuous basis with no
sales load. Pursuant to a Distribution Agreement with TIAA-CREF Institutional
Mutual Funds, TPIS has the right to distribute shares of TIAA-CREF Institutional
Mutual Funds for the two-year period beginning June 1, 1999, and thereafter from
year to year subject to approval by the Funds' 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 TIAA-CREF
Institutional Mutual Funds.
CALCULATION OF PERFORMANCE DATA
We may quote a Fund's performance in various ways. All performance
information in advertising is historical and is not intended to indicate future
returns. A Fund's share price, yield, and total return fluctuate in response to
market conditions and other factors, and the value of Fund shares when redeemed
may be more or less than their original cost.
TOTAL RETURN CALCULATIONS
Total returns quoted in advertising reflect all aspects of a Fund's
returns, including the effect of reinvesting dividends and capital gain
distributions, and any change in the Fund's net asset value ("NAV") over a
stated period. Average annual returns are calculated by determining the growth
or decline in value of a hypothetical historical investment in a Fund over a
stated period, and then calculating the annually compounded percentage rate that
would have produced the same result if the rate of growth or decline in value
had been constant over the period according to the following formula:
n
P (1 + T) = ERV
- 27 -
<PAGE> 66
where: P = the hypothetical initial payment
T = average annual total return
n = number of years in the period
ERV = ending redeemable value of the
hypothetical payment made at the beginning
of the one-, five-, or 10-year period at the
end of the one-, five-, or 10-year period
(or fractional portion thereof).
For example, a cumulative return of 100 percent over ten years would produce an
average annual return of 7.18 percent, which is the steady annual rate that
would equal 100 percent growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that a Fund's performance is not constant over time,
but changes from year to year, and that average annual returns represent
averaged figures as opposed to the actual year-to-year performance of the Fund.
In addition to average annual returns, we may quote a Fund's unaveraged
or cumulative total returns reflecting the actual change in value of an
investment over a stated period. Average annual and cumulative total returns may
be quoted as a percentage or as a dollar amount, and may be calculated for a
single investment, a series of investments, or a series of redemptions, over any
time period. Total returns may be broken down into their components of income
and capital (including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to total
return. Total returns may be quoted on a before or after tax basis. Total
returns, yields, and other performance information may be quoted numerically or
in a table, graph, or similar illustration.
YIELD CALCULATIONS
All Funds other than the Institutional Money Market Fund. Yields are
computed by dividing the Fund's net investment income for a given 30-day or
one-month period, by the average number of Fund shares, dividing this figure by
the Fund's NAV at the end of the period, and annualizing the result (assuming
compounding of income) in order to arrive at an annual percentage rate. Income
is calculated for purposes of yield quotations in accordance with standardized
methods applicable to all stock and bond funds. In general, interest income is
reduced with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and is
increased with respect to bonds trading at a discount by adding a portion of the
discount to daily income. For a Fund's investments denominated in foreign
currencies, income and expenses are calculated first in their respective
currencies, and are then converted to U.S. dollars, either when they are
actually converted or at the end of the 30-day or one-month period, whichever is
earlier. Income is adjusted to reflect gains and losses from principal
repayments received by the Fund with respect to mortgage-related securities and
other asset-backed securities. Other capital gains and losses generally are
excluded from the calculation as are gains and losses currently from exchange
rate fluctuations.
Income calculated for the purposes of calculating a Fund's yield
differs from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, a Fund's yield may
- 28 -
<PAGE> 67
not equal its distribution rate, the income paid to your account, or the income
reported in a Fund's financial statements.
Yield information may be useful in reviewing a Fund's performance and
in providing a basis for comparison with other investment alternatives. However,
a Fund's yield fluctuates, unlike investments that pay a fixed interest rate
over a stated period of time. When comparing investment alternatives, investors
should also note the quality and maturity of the portfolio securities of
respective investment companies they have chosen to consider. Investors should
also recognize that in periods of declining interest rates a Fund's yield will
tend to be somewhat higher than prevailing market rates, and in periods of
rising interest rates a Fund's yield will tend to be somewhat lower. Also, when
interest rates are falling, the inflow of net new money to a Fund from the
continuous sale of its shares will likely be invested in instruments producing
lower yields than the balance of the Fund's holdings, thereby reducing the
Fund's current yield. In periods of rising interest rates, the opposite can be
expected to occur.
The Institutional Money Market Fund. Yield quotations for the
Institutional Money Market Fund, including yield quotations based upon the
seven-day period ended on the date of calculation, may also be made available.
These yield quotations are based on a hypothetical pre-existing account with a
balance of one share. In arriving at any such yield quotations, the net change
during the period in the value of that hypothetical account is first determined.
Such net change includes net investment income attributable to portfolio
securities but excludes realized gains and losses from the sale of securities
and unrealized appreciation and depreciation and income other than investment
income (which are included in the calculation of Net Asset Value). For this
purpose, net investment income includes accrued interest on portfolio
securities, plus or minus amortized premiums or purchase discount (including
original issue discount), less all accrued expenses. Such net change is then
divided by the value of that hypothetical account at the beginning of the period
to obtain the base period return, and then the base period return is multiplied
by 365/7 to annualize the current yield figure which is carried to at least the
nearest hundredth of one percent.
The effective yield of the Institutional Money Market Fund for the same
seven-day period may also be disclosed. The effective yield is obtained by
adjusting the current yield to give effect to the compounding nature of the
Fund's investments, and is calculated by the use of the following formula:
365/7
Effective Yield = (Base Period Return + 1) - 1
The Institutional Money Market Fund's yield fluctuates, unlike many
bank deposits or other investments which pay a fixed yield for a stated period
of time. The annualization of one period's income is not necessarily indicative
of future actual yields. Actual yields will depend on such variables as
portfolio quality, average portfolio maturity, the type of instruments held in
the portfolio, changes in interest rates on money market instruments, portfolio
expenses, and other factors.
- 29 -
<PAGE> 68
PERFORMANCE COMPARISONS
Performance information for the Funds, may be compared in
advertisements, sales literature, and reports to shareholders, to the
performance information reported by other investments and to various indices and
averages. Such comparisons may be made with, but are not limited to (1) the S&P
500, (2) the Dow Jones Industrial Average ("DJIA"), (3) Lipper Analytical
Services, Inc. Mutual Fund Performance Analysis Reports and the Lipper General
Equity Funds Average, (4) Money Magazine Fund Watch, (5) Business Week's Mutual
Fund Scoreboard, (6) SEI Funds Evaluation Services Equity Fund Report, (7) CDA
Mutual Funds Performance Review and CDA Growth Mutual Fund Performance Index,
(8) Value Line Composite Average (geometric), (9) Wilshire Associates indices,
(10) Frank Russell Co. Inc. indices, (11) the Consumer Price Index, published by
the U.S. Bureau of Labor Statistics (measurement of inflation), (12)
Morningstar, Inc., (13) the Morgan Stanley Capital International ("MSCI") global
market indices, including the EAFE(R) (Europe, Australasia, Far East) Index, the
EAFE+Canada Index and the International Perspective Index, (14) Lehman Brothers
Aggregate Bond Index, and (15) IBC Money Fund Report Average. We may also
discuss ratings or rankings received from these entities, accompanied in some
cases by an explanation of those ratings or rankings, when applicable. In
addition, advertisements may discuss the performance of the indices listed
above.
The performance of each of the Funds also may be compared to other
indices or averages that measure performance of a pertinent group of securities.
Shareholders should keep in mind that the composition of the investments in the
reported averages will not be identical to that of the Fund and that certain
formula calculations (e.g., yield) may differ from index to index. In addition,
there can be no assurance that any of the Funds will continue its performance as
compared to such indices.
We may also advertise ratings or rankings the Funds receive from
various rating services and organizations, including but not limited to any
organization listed above.
ILLUSTRATING COMPOUNDING
We may illustrate in advertisements, sales literature and reports to
shareholders the effects of compounding of earnings on an investment in a Fund.
We may do this using a hypothetical investment earning a specified rate of
return. To illustrate the effects of compounding, we would show how the total
return from an investment of the same dollar amount, earning the same or a
different rate of return, varies depending on when the investment was made.
NET ASSET VALUE
Charts and graphs using a Fund's NAVs, adjusted NAVs, and benchmark
indices may be used to exhibit performance. An adjusted NAV includes any
distributions paid by the Fund (i.e., assuming reinvestment) and reflects all
elements of its return. Unless otherwise indicated, a Fund's adjusted NAVs are
not adjusted for sales charges, if any. Currently there are no sales charges.
- 30 -
<PAGE> 69
MOVING AVERAGES
We may illustrate a Fund's performance using moving averages. A
long-term moving average is the average of each week's adjusted closing NAV for
a specified period. A short-term moving average is the average of each day's
adjusted closing NAV for a specified period. "Moving Average Activity
Indicators" combine adjusted closing NAVs from the last business day of each
week with moving averages for a specified period to produce indicators showing
when an NAV has crossed, stayed above, or stayed below its moving average.
VOTING RIGHTS
We don't plan to hold annual shareholder meetings. However, we may hold
special meetings to elect trustees, change fundamental policies, approve a
management agreement, or for other purposes. We will mail proxy materials to
shareholders for these meetings, and we encourage shareholders who can't attend
to vote by proxy. The number of votes you have on any matter submitted to
shareholders depends on the dollar value of your investment in the Funds.
LEGAL MATTERS
All matters of applicable state law pertaining to the Funds have been
passed upon by Charles H. Stamm, Executive Vice President and General Counsel of
TIAA and CREF. Legal matters relating to the federal securities laws have been
passed upon by Sutherland Asbill & Brennan LLP of Washington, D.C.
EXPERTS
The financial statements in this Statement of Additional Information
have been audited by Ernst & Young LLP, independent auditors, as stated in their
report appearing herein and have been so included in reliance upon the report of
such firm given upon its authority as experts in accounting and auditing.
ADDITIONAL CONSIDERATIONS
TIAA-CREF Institutional Mutual Funds is part of the TIAA-CREF family of
companies. TIAA, founded in 1918, is a non-profit stock life insurance company.
Its companion organization, CREF, founded in 1952, is a non-profit corporation
registered with the Securities and Exchange Commission as an investment company.
Together, through the issuance of fixed and variable annuity contracts, TIAA and
CREF form the principal retirement system for the nation's education and
research communities and the largest retirement system in the United States
based on assets under management.
Investors should also consider TIAA-CREF Institutional Mutual Funds'
expense charges
- 31 -
<PAGE> 70
as compared to the expenses of other mutual funds. TIAA-CREF Institutional
Mutual Funds' expense charges are currently among the lowest in the industry.
When deciding how to invest in mutual funds, it's important for
investors to determine their investment goals so they can choose the mutual
fund(s) whose objective closely matches it. They should also determine their
time horizon (i.e., the period of time they plan to keep money invested in the
fund). Time horizon affects how much risk an investor may be willing to take.
Risk tolerance in turn affects asset allocation decisions. For example, an
aggressive investor who is willing to accept a high level of risk in return for
potentially greater returns over the long term, probably would invest more
heavily in equity funds. To preserve the current value of an investment and
avoid losses of principal, an investor might invest more heavily in non-equity
funds.
FINANCIAL STATEMENTS
Financial statements for each Fund appear on the following pages.
- 32 -
<PAGE> 71
REPORT OF INDEPENDENT AUDITORS
To the Shareholder and Board of Trustees of
TIAA-CREF Institutional Mutual Funds
We have audited the accompanying statements of assets and liabilities, including
the statements of investments, of TIAA-CREF Institutional Mutual Funds
(comprising, respectively, the Institutional International Equity Fund, the
Institutional Growth Equity Fund, the Institutional Growth & Income Fund, the
Institutional Equity Index Fund, the Institutional Social Choice Equity Fund,
the Institutional Bond Fund and the Institutional Money Market Fund)
(collectively, the "Funds") as of June 21, 1999. These statements of assets and
liabilities are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these statements of assets and liabilities based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements of assets and liabilities are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of assets and
liabilities. Our procedures included confirmation of securities owned as of
June 21, 1999 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall statements of assets and
liabilities presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the statements of assets and liabilities referred to above
present fairly, in all material respects, the financial position of TIAA-CREF
Institutional Mutual Funds at June 21, 1999, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
June 25, 1999
33
<PAGE> 72
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 21, 1999
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Institutional
Institutional Institutional Institutional Institutional Social Institutional
International Growth Growth Equity Index Choice Institutional Money
Equity Fund Equity Fund & Income Fund Fund Equity Fund Bond Fund Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- -----------------------------------------------------------------------------------------------------------------------------------
Investments, at cost $44,010,292 $41,552,065 $25,125,526 $25,399,713 $24,926,834 $33,786,875 $27,999,558
Net unrealized appreciation
of investments 323,597 554,534 695,505 674,879 770,569 42,009
- -----------------------------------------------------------------------------------------------------------------------------------
Investments, at value 44,333,889 42,106,599 25,821,031 26,074,592 25,697,403 33,828,884 $27,999,558
Cash 180,338 13,941 3,069 15,365 87,988 14,718 2,572
Dividends and interest
receivable 11,656 718 1,646 2,146 2,968 199,855
Receivable from securities
transactions 199,562 251,174 1,990,212
Due from investment manager 5,915 6,189 6,187 6,187 6,186 6,190 6,191
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS 44,531,798 42,327,009 26,083,107 26,098,290 25,794,545 36,039,859 28,008,321
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
- -----------------------------------------------------------------------------------------------------------------------------------
Payable for securities
transactions 19,173,677 16,744,747 368,720 399,581 10,936,439 2,975,699
Accrued expenses 7,510 7,402 7,406 7,130 7,186 7,234 7,067
Income distribution
payable 25,555
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 19,181,187 16,752,149 376,126 406,711 7,186 10,943,673 3,008,321
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $25,350,611 $25,574,860 $25,706,981 $25,691,579 $25,787,359 $25,096,186 $25,000,000
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets consist of:
- -----------------------------------------------------------------------------------------------------------------------------------
Paid-in capital $25,000,000 $25,000,000 $25,000,000 $25,000,000 $25,000,000 $25,000,000 $25,000,000
Accumulated undistributed
net investment income 33,151 21,469 17,591 16,700 16,790 26,799
Accumulated net realized
gain (loss) on
investments (6,137) (1,143) (6,115) 27,378
Accumulated net unrealized
appreciation of
investments 323,597 554,534 695,505 674,879 770,569 42,009
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $25,350,611 $25,574,860 $25,706,981 $25,691,579 $25,787,359 $25,096,186 $25,000,000
===================================================================================================================================
Outstanding shares of
beneficial interest,
unlimited shares
authorized
(.0001 par value) 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 25,000,000
===================================================================================================================================
Net asset value, offering
and redemption price per
share $10.14 $10.23 $10.28 $10.28 $10.31 $10.04 $1.00
===================================================================================================================================
</TABLE>
See notes to statements of assets and liabilities.
34
<PAGE> 73
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
NOTES TO STATEMENTS OF ASSETS AND LIABILITIES
JUNE 21, 1999
NOTE 1. ORGANIZATION.
TIAA-CREF Institutional Mutual Funds ("the Funds") is a Delaware business trust
that was organized on April 15, 1999 and is registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended, as an open-end management investment company. The Funds currently
consist of seven series (each referred to as a "Fund"), each of which commenced
operations with an investment by Teachers Insurance and Annuity Association of
America ("TIAA") on June 14, 1999. TIAA invested $25,000,000 in each Fund. The
Funds intend to offer their shares, without a sales load, through their
principal underwriter, Teachers Personal Investors Services, Inc. ("TPIS"),
which is a wholly-owned, indirect subsidiary of TIAA, to certain intermediaries
affiliated with TIAA and College Retirement Equities Fund ("CREF"), a companion
organization of TIAA, or to other persons, such as state-sponsored tuition
savings plans, who have entered into a contract with an intermediary of
TIAA-CREF. TPIS is registered with the Commission as a broker-dealer and is a
member of the National Association of Securities Dealers Inc.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES.
The preparation of the statements of assets and liabilities may require
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, and related disclosures. Actual results may differ from
those estimates. The following is a summary of the significant accounting
policies consistently followed by the Funds, which are in conformity with
generally accepted accounting principles.
VALUATION OF INVESTMENTS: Securities listed or traded on any United States
national securities exchange are valued at the last sales price as of the close
of the principal securities exchange on which such securities are traded or, if
there is no sale, at the mean of the last bid and asked prices on such exchange.
Securities traded only in the over-the-counter market and quoted in the NASDAQ
National Market System are valued at the last sales price, or at the mean of the
last bid and asked prices if no sale is reported. All other over-the-counter
securities are valued at the mean of the last bid and asked prices. Values for
money market instruments (other than those in the Institutional Money Market
Fund) with maturities of one year or more are obtained from either one or more
of the major market makers or derived from a pricing matrix that has various
types of money market instruments along one axis and maturities, ranging from
overnight to one year, along the other. This information is derived from one or
more financial information services. Money market instruments with maturities
less than one year are valued using the amortized cost method. For the
Institutional Money Market Fund, securities are valued using the amortized cost
method. The amortized cost method initially values securities at original cost
and assumes a constant amortization to maturity of any discount or premium.
35
<PAGE> 74
Portfolio securities for which market quotations are not readily available are
valued at fair value as determined in good faith under the direction of the
Funds' Board of Trustees.
ACCOUNTING FOR INVESTMENTS: Securities transactions are accounted for as of the
date the securities are purchased or sold (trade date). Realized gains and
losses are based on the specific identification method for both financial
statement and federal income tax purposes. Interest income is recorded as earned
and, for short-term money market instruments, includes accrual of discount and
amortization of premium. Dividend income is recorded on the ex-dividend date or,
for certain foreign securities, as soon as a Fund is informed of the ex-dividend
date.
DIVIDENDS TO SHAREHOLDERS: Dividends from net investment income, if any, for the
Institutional International Equity, Institutional Growth Equity, Institutional
Equity Index and the Institutional Social Choice Equity Funds are declared and
paid annually; for the Institutional Growth & Income Fund are declared and paid
quarterly; for the Institutional Bond Fund are declared and paid monthly; and
for the Institutional Money Market Fund are declared daily and paid monthly.
Distributions from realized gains, if any, are declared and paid annually for
each of the Funds.
FEDERAL INCOME TAXES: The Funds intend to qualify as regulated investment
companies under Subchapter M of the Internal Revenue Code and, as such, will not
be subject to federal income taxes to the extent that they distribute
substantially all taxable income each year.
NOTE 3. MANAGEMENT AGREEMENT
Under the terms of an Investment Management Agreement, each Fund pays Teachers
Advisors Inc. ("Advisors"), a wholly-owned, indirect subsidiary of TIAA, a
monthly fee for the management of the Fund's assets, based on the average
daily net assets of each Fund. Advisors is registered as an investment adviser
with the Commission under the Investment Advisers Act of 1940. Advisors has
currently waived its right to receive a portion of its fee from each Fund. As a
result of this waiver, which will remain in effect until July 1, 2002,
36
<PAGE> 75
Advisors will receive the following percentages of each Fund's average daily net
assets:
<TABLE>
<CAPTION>
Investment Investment
Management Fee Management Fee
Before Waiver Waiver After Waiver
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Institutional International Equity Fund 0.27% 0.09% 0.18%
Institutional Growth Equity Fund 0.23 0.07 0.16
Institutional Growth & Income Fund 0.23 0.07 0.16
Institutional Equity Index Fund 0.18 0.07 0.11
Institutional Social Choice Equity Fund 0.19 0.07 0.12
Institutional Bond Fund 0.18 0.05 0.13
Institutional Money Market Fund 0.15 0.05 0.10
</TABLE>
Advisors has also entered into an expense reimbursement agreement with the
Funds, which will remain in effect until July 1, 2002. Under the terms of the
agreement, Advisors has agreed to reimburse the Funds so that the non-investment
management expenses of the Funds do not exceed, on an annual basis, 0.06% of the
average daily net assets of each of the Funds, with the exception of the
Institutional International Equity Fund, where Advisors has agreed to reimburse
the Fund so that its non-investment management fee expenses do not exceed, on an
annual basis, 0.11% of the Fund's average daily net assets.
NOTE 4. INVESTMENTS
At June 21, 1999, net unrealized appreciation of investments, consisting of
gross unrealized appreciation and gross unrealized depreciation, was as follows:
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Net Unrealized
Appreciation Depreciation Appreciation
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Institutional International Equity Fund $469,536 $145,939 $323,597
Institutional Growth Equity Fund 720,103 165,569 554,534
Institutional Growth & Income Fund 923,981 228,476 695,505
Institutional Equity Index Fund 928,565 253,686 674,879
Institutional Social Choice Equity Fund 789,598 19,029 770,569
</TABLE>
37
<PAGE> 76
<TABLE>
<S> <C> <C> <C>
Institutional Bond Fund 45,490 3,481 42,009
Institutional Money Market Fund --- --- ---
</TABLE>
The above amounts are not materially different from such amounts on a federal
income tax basis.
38
<PAGE> 77
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL INTERNATIONAL EQUITY FUND
JUNE 21, 1999
SUMMARY BY INDUSTRY
<TABLE>
<CAPTION>
VALUE %
--------------- -----
<S> <C> <C>
COMMON STOCK
AMUSEMENT AND RECREATION SERVICES $ 29,402 0.12%
APPAREL AND ACCESSORY STORES 50,670 0.20
APPAREL AND OTHER TEXTILE PRODUCTS 2,594 0.01
BUILDING MATERIALS AND GARDEN SUPPLIES 31,150 0.12
BUSINESS SERVICES 860,836 3.40
CHEMICALS AND ALLIED PRODUCTS 2,002,871 7.90
COMMUNICATIONS 3,461,710 13.66
DEPOSITORY INSTITUTIONS 3,042,108 12.00
EATING AND DRINKING PLACES 307,050 1.21
ELECTRIC, GAS, AND SANITARY SERVICES 676,025 2.67
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT 1,318,562 5.20
ENGINEERING AND MANAGEMENT SERVICES 8,457 0.03
FABRICATED METAL PRODUCTS 212,520 0.84
FOOD AND KINDRED PRODUCTS 638,331 2.52
FOOD STORES 731,600 2.89
FURNITURE AND FIXTURES 14,704 0.06
GENERAL BUILDING CONTRACTORS 11,310 0.04
GENERAL MERCHANDISE STORES 357,015 1.41
HEAVY CONSTRUCTION, EXCEPT BUILDING 225,105 0.89
HOLDING AND OTHER INVESTMENT OFFICES 140,250 0.55
HOTELS AND OTHER LODGING PLACES 36,788 0.14
INDUSTRIAL MACHINERY AND EQUIPMENT 166,019 0.65
INSTRUMENTS AND RELATED PRODUCTS 675,483 2.66
INSURANCE AGENTS, BROKERS AND SERVICE 72,388 0.29
INSURANCE CARRIERS 954,097 3.76
LOCAL AND INTERURBAN PASSENGER TRANSIT 90,305 0.36
LUMBER AND WOOD PRODUCTS 27,071 0.11
METAL MINING 60,020 0.24
MISCELLANEOUS RETAIL 43,759 0.17
NONDEPOSITORY INSTITUTIONS 301,689 1.19
OIL AND GAS EXTRACTION 225,663 0.89
PAPER AND ALLIED PRODUCTS 40,039 0.16
PETROLEUM AND COAL PRODUCTS 892,628 3.52
PRIMARY METAL INDUSTRIES 882,174 3.48
PRINTING AND PUBLISHING 866,585 3.42
RAILROAD TRANSPORTATION 306,417 1.21
REAL ESTATE 159,127 0.63
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS 82,523 0.33
SECURITY AND COMMODITY BROKERS 149,275 0.59
SPECIAL TRADE CONTRACTORS 17,427 0.07
STONE, CLAY, AND GLASS PRODUCTS 769,130 3.03
TOBACCO PRODUCTS 43,459 0.17
TRANSPORTATION BY AIR 92,481 0.36
</TABLE>
39
<PAGE> 78
<TABLE>
<S> <C> <C>
TRANSPORTATION EQUIPMENT 1,127,075 4.44
TRANSPORTATION SERVICES 474,911 1.87
TRUCKING AND WAREHOUSING 21,007 0.08
WATER TRANSPORTATION 34,079 0.13
---------------- ------
TOTAL COMMON STOCK 22,733,889 89.67
---------------- ------
(Cost $ 22,410,292)
SHORT TERM INVESTMENT
U.S. GOVERNMENT AGENCY 21,600,000 85.21
---------------- ------
TOTAL SHORT TERM INVESTMENT 21,600,000 85.21
---------------- ------
(Cost $ 21,600,000)
TOTAL PORTFOLIO 44,333,889 174.88
(Cost $ 44,010,292)
OTHER ASSETS & LIABILITIES, NET (18,983,278) (74.88)
---------------- ------
NET ASSETS $ 25,350,611 100.00%
================ ======
</TABLE>
40
<PAGE> 79
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS-INSTITUTIONAL INTERNATIONAL EQUITY FUND
JUNE 21, 1999
SUMMARY BY COUNTRY
<TABLE>
<CAPTION>
Value %
----------------------- -------------------
<S> <C> <C>
AUSTRALIA $ 286,769 0.64%
AUSTRIA 38,191 0.09
BELGIUM 193,965 0.44
DENMARK 103,977 0.23
FINLAND 247,446 0.56
FRANCE 1,786,328 4.03
GERMANY 2,033,993 4.59
HONG KONG 456,251 1.03
IRELAND 399,614 0.90
ITALY 601,632 1.36
JAPAN 5,161,184 11.64
NETHERLANDS 1,680,864 3.79
NEW ZEALAND 21,157 0.05
NORWAY 66,457 0.15
PORTUGAL 77,150 0.17
SINGAPORE 167,020 0.38
SPAIN 495,365 1.12
SWEDEN 680,405 1.53
SWITZERLAND 1,115,983 2.52
UNITED KINGDOM 7,120,138 16.06
----------------------- -------------------
TOTAL FOREIGN 22,733,889 51.28
TOTAL SHORT TERM 21,600,000 48.72
----------------------- -------------------
TOTAL PORTFOLIO $ 44,333,889 100.00%
======================= ===================
</TABLE>
41
<PAGE> 80
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL INTERNATIONAL EQUITY FUND
JUNE 21, 1999
<TABLE>
<CAPTION>
SHARES VALUE
------------- --------------
<S> <C> <C>
COMMON STOCK - 89.67%
AMUSEMENT AND RECREATION SERVICES - 0.12%
1,600 GRANADA GROUP LTD (CLASS A) $ 29,402
---------------
APPAREL AND ACCESSORY STORES - 0.20%
1,950 HENNES & MAURITZ AB SERIES B 50,670
---------------
APPAREL AND OTHER TEXTILE PRODUCTS - 0.01%
1,000 GUNZE LTD 2,594
---------------
BUILDING MATERIALS AND GARDEN SUPPLIES - 0.12%
900 CRH PLC 16,668
1,800 WOLSELEY PLC 14,482
---------------
31,150
---------------
BUSINESS SERVICES - 3.40%
200 * CAP GEMINI S.A. 30,314
200 GETRONICS NV 7,748
34,800 * HAYS PLC 380,770
23,800 * LOGICA PLC 244,549
1,000 * MEITEC CORP 32,329
5,000 RENTOKIL INITIAL PLC 20,748
3,700 RUETERS GROUP PLC 53,049
200 SAP AG. 71,503
3,000 TOKYU CORP 7,709
4,000 WHARF HOLDINGS LTD 12,117
---------------
860,836
---------------
CHEMICALS AND ALLIED PRODUCTS - 7.90%
500 AKZO NOBEL NV 21,306
5,000 ASAHI CHEMICAL INDUSTRY CO LTD 30,078
3,200 * ASTRAZENECA PLC 128,983
1,300 BASF AG. 56,604
</TABLE>
42
<PAGE> 81
<TABLE>
<S> <C> <C>
1,600 BAYER AG. 66,860
200 BEIERSDORF AG. 13,516
1,000 * BOC GROUP PLC 20,026
4,200 ELAN CORP PLC ADR 121,012
6,400 GLAXO WELLCOME PLC 183,115
1,400 IMPERIAL CHEMICAL INDUSTRY PLC 13,652
1,000 KANEKA CORP 8,986
1,000 KANSAI PAINT CO LTD 3,061
5,000 KAO CORP 140,365
1,000 KUREHA CHEMICAL INDUSTRY CO LTD 2,733
100 L'AIR LIQUIDE 15,415
100 LOREAL S.A. 63,145
2,000 MITSUBISHI CHEMICAL CORP 6,891
130 NOVARTIS AG. (REGD) 203,632
300 NOVO NORDISK AS (CLASS B) 31,234
900 RHONE-POULENC S.A. (CLASS A) 40,041
34 ROCHE HOLDINGS AG. (GENUSSCHEINE) 373,662
1,900 * SANOFI-SYNTHELABO S.A. 76,514
100 SCHERING AG. 10,895
13,000 SEKISUI CHEMICAL CO LTD 78,948
2,000 SHOWA DENKO K.K. 2,700
10,600 SMITHKLINE BEECHAM/BECKMAN LTD 146,764
100 SOLVAY ET CIE S.A. 6,861
5,000 SUMITOMO CHEMICAL CO LTD 24,144
2,000 TAKEDA CHEMICAL INDUSTRIES LTD 92,485
2,000 TORAY INDUSTRIES, INC 10,607
200 UCB S.A. 8,636
---------------
2,002,871
---------------
COMMUNICATIONS - 13.66%
400 ALCATEL 52,910
2,400 BRITISH SKY BROADCASTING GROUP PLC 22,641
19,978 BRITISH TELECOMMUNICATIONS PLC 350,636
14,600 * CABLE & WIRELESS PLC 189,867
4,500 DEUTSCHE TELEKOM AG. 204,759
15,900 ERICSSON TELEFON (LM) AB SERIES B 533,898
1,700 FRANCE TELECOM S.A. 133,834
22,000 HONG KONG TELECOMMUNICATIONS LTD 58,703
800 KONINKLIJKE KPN NV 39,538
2,000 MEDIASET S.P.A. 17,230
39 NIPPON TELEGRAPH & TELEPHONE CORP 411,767
4 * NTT MOBILE COMMUNICATIONS 240,299
400 PORTUGAL TELECOM S.A. 16,999
12,000 SINGAPORE TELECOMMUNICATIONS LTD 21,351
700 * SONERA GROUP OYJ 15,564
100 * SWISSCOM AG. (REGD) 37,948
15,920 TELECOM ITALIA MOBILE S.P.A. 97,571
700 TELE DANMARK AS 35,371
4,000 TELECOM CORP OF NEW ZEALAND 16,887
8,800 TELECOM ITALIA 88,800
2,300 TELEFONICA DE ESPANA S.A. 114,147
9,000 * TELSTRA CORP 47,571
33,600 VODAFONE GROUP PLC 713,419
</TABLE>
43
<PAGE> 82
<TABLE>
<S> <C> <C>
---------------
3,461,710
---------------
DEPOSITORY INSTITUTIONS - 12.00%
3,000 * ABBEY NATIONAL PLC 63,079
2,400 * ABN-AMRO HOLDINGS NV 53,735
2,000 * ALLIED IRISH BANK PLC 28,064
800 ARGENTARIA, CAJA POSTAL Y BCO HIPOTECA 18,985
7,000 ASAHI BANK LTD 34,260
3,000 * BANCA COMMERCIALE ITALIANA S.P.A. 22,132
4,100 * BANCA INTESA S.P.A. 19,924
3,400 BANCO BILBAO VIZCAYA S.A. (REGD) 50,060
400 BANCO COMERCIAL PORTUGUES S.A. (REGD) 10,371
200 BANCO ESPIRITO SANTO E COMERCIAL 4,513
6,600 BANCO SANTANDER CENTRAL HISPANO S.A. 70,550
300 * BANK AUSTRIA AG. 15,461
2,000 BANK OF EAST ASIA LTD 5,194
31,000 BANK OF TOKYO MITSUBISHI LTD 440,462
3,000 BANK OF YOKOHAMA LTD 7,955
500 * BANQUE NATIONALE DE PARIS 42,819
11,500 * BARCLAYS PLC 366,994
800 * BAYERISCHE HYPO-UND VEREINSBANK AG. 48,122
200 BPI-SGPS S.A. (REGD) 4,529
1,000 * CHRISTIANIA BANK OG KREDITKASSE 3,746
500 CREDIT SUISSE GROUP (REGD) 92,122
200 * DEN DANSKE BANK AF 1871 21,544
2,000 DEN NORSKE BANK ASA 6,830
1,300 DEUTSCHE BANK AG. 76,455
1,000 DEVELOPMENT BANK OF SINGAPORE LTD (FR) 11,003
800 * DRESDNER BANK AG. 30,293
1,000 * FORENINGSSPARBANKEN AB 14,178
10,000 FUJI BANK LTD 71,942
2,000 HANG SENG BANK LTD 23,589
1,000 HIGO FAMILY BANK LTD 4,255
2,000 * HOKURIKU BANK LTD 3,895
5,100 HSBC HOLDINGS PLC 198,040
7,000 INDUSTRIAL BANK OF JAPAN LTD 53,740
1,000 JOYO BANK 3,977
800 * KBC BANCASSURANCE HOLDINGS NV 50,805
8,600 * LLOYDS TSB GROUP PLC 125,692
1,400 * MERITA LTD 8,147
3,000 MITSUBISHI TRUST & BANKING CORP 30,053
2,000 MITSUI TRUST & BANKING CO LTD 3,306
2,000 NATIONAL AUSTRALIA BANK LTD 33,891
2,000 OVERSEAS-CHINESE BANKING CORP LTD (FR) 17,324
300 * PARIBAS S.A. 34,204
1,400 * ROYAL BANK OF SCOTLAND PLC 31,636
12,000 SAKURA BANK LTD 45,375
2,300 * SAN PAOLO-IMI S.P.A. 32,155
10,000 SANWA BANK LTD 103,944
1,000 SHIZUOKA BANK LTD 10,484
1,000 SKANDINAVISKA ENSKILDA BANKEN SERIES A 12,399
200 * SOCIETE GENERALE S.A. 36,339
24,000 SUMITOMO BANK LTD 306,431
</TABLE>
44
<PAGE> 83
<TABLE>
<S> <C> <C>
1,000 SVENSKA HANDELSBANKEN SERIES A 12,102
5,000 TOKAI BANK LTD 29,791
400 * UBS AG. (REGD) 126,450
8,100 * UNCREDITO ITALIANO S.P.A. 36,020
100 * UNI BANKDANMARK AS (CLASS A) 6,871
1,000 UNITED OVERSEAS BANK LTD (FR) 6,847
3,000 WESTPAC BANKING CORP 19,024
---------------
3,042,108
---------------
EATING AND DRINKING PLACES - 1.21%
20,600 COMPASS GROUP PLC 224,908
7,400 DIAGEO PLC (CLASS A) 82,142
---------------
307,050
---------------
ELECTRIC, GAS, AND SANITARY SERVICES - 2.67%
100 AGUAS DE BARCELONA S.A. 5,277
4,000 CLP HOLDINGS LTD 19,799
1,100 EDISON S.P.A. 9,942
100 ELECTRABEL NV 32,418
1,400 ELECTRICIDADE DE PORTUGAL S.A. 24,542
1,600 ENDESA S.A. 34,288
200 GAS NATURAL SDG S.A. 15,053
8,000 HONG KONG & CHINA GAS CO LTD 11,859
1,500 IBERDROLA S.A. 21,961
1,200 ITALGAS S.P.A. 5,212
2,000 KANSAI ELECTRIC POWER CO, INC 39,040
3,900 NATIONAL GRID GROUP PLC 28,190
5,000 OSAKA GAS CO LTD 17,105
100 OESTERREICHISCHE ELEKTRIZITAETSWIRSCHAFTS AG. 13,609
1,100 RHEIN-WESTFALEN ELECTRIC AG. (STAMM) 47,782
2,100 SCOTTISH & SOUTHERN ENERGY PLC 20,994
1,400 SCOTTISH POWER PLC 12,674
300 LYONNAISE DES EAUX S.A. 51,909
1,000 TOHOKU ELECTRIC POWER CO, INC 15,477
3,000 TOKYO ELECTRIC POWER CO, INC 63,962
1,000 TOKYO GAS CO LTD 2,479
100 TRACTEBEL NV 14,135
600 * UNION ELECTRICA FENOSA S.A. 7,757
2,000 UNITED UTILITIES PLC 24,216
1,100 VEBA AG. 62,196
900 VIVENDI S.A. 74,149
---------------
676,025
---------------
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT - 5.20%
1,000 ABB AB SERIES A 14,297
1,000 BROTHERS INDUSTRIES LTD 3,601
5,000 FUJITSU LTD 98,829
4,100 GENERAL ELECTRIC CO (U.K.) 42,453
10,000 HITACHI LTD 87,657
</TABLE>
45
<PAGE> 84
<TABLE>
<S> <C> <C>
40,000 JOHNSON ELECTRIC HOLDINGS LTD 161,390
600 * KONINKLIJKE PHILIPS ELECTRONICS NV 57,574
5,000 MATSUSHITA ELECTRIC INDUSTRIAL CO LTD 101,489
3,000 * MITSUBISHI ELECTRIC CORP 10,631
2,000 MURATA MANUFACTURING CO LTD 131,772
3,000 NIPPON ELECTRIC CORP 35,357
2,400 * NOKIA OYJ 210,733
4,000 SANYO ELECTRIC CO LTD 16,205
2,800 * SGS-THOMSON MICROELECTRONICS NV 190,242
3,000 SHARP CORP 36,609
1,000 SUMITOMO ELECTRIC INDUSTRIES CO 11,294
16,000 TOSHIBA CORP 108,429
---------------
1,318,562
---------------
ENGINEERING AND MANAGEMENT SERVICES - 0.03%
2,000 * SEMBCORP INDUSTRIES LTD 2,809
5,000 * SINGAPORE TECHNOLOGIES ENGINEERING LTD 5,648
---------------
8,457
---------------
FABRICATED METAL PRODUCTS - 0.84%
700 GKN PLC 12,407
50,000 * MITSUBISHI HEAVY INDUSTRIES LTD 200,113
---------------
212,520
---------------
FOOD AND KINDRED PRODUCTS - 2.52%
2,000 AJINOMOTO CO LTD 23,244
2,300 BASS PLC 35,221
4,000 CADBURY SCHWEPPES LTD 26,358
100 CARLSBERG BREWERIES AS (CLASS A) 4,164
1,000 COCA COLA AMATIL LTD 4,449
100 DANISCO AS 4,789
100 DANONE GROUP 27,239
3,000 FOSTERS BREWING GROUP LTD 8,212
500 HEINEKEN NV 27,342
400 KERRY GROUP (CLASS A) 4,952
2,000 KIRIN BREWERY CO LTD 26,141
200 LVMH MOET HENNESSY LOUIS VUITTON 58,812
200 LVMH MOET HENNESSY LOUIS VUITTON RTS 5,901
96 NESTLE S.A. (REGD) 181,529
1,000 ORKLA AS SERIES A 16,311
1,000 SOUTHCORP LTD 4,008
1,600 UNIGATE PLC 10,143
3,800 UNILEVER LTD 36,181
900 UNILEVER NV CERT 63,795
38,000 * WANT WANT HOLDINGS 69,540
---------------
638,331
---------------
</TABLE>
46
<PAGE> 85
<TABLE>
<S> <C> <C>
FOOD STORES - 2.89%
400 CARREFOUR SUPERMARCHE S.A. 55,510
100 * CASINO GUICHARD-PERRACHON S.A. 9,590
100 * DELHAIZE FRERES NV 8,718
200 * JERONIMO MARTINS SGPS S.A. 6,686
12,140 KONINKLIJKE AHOLD NV 425,257
3,700 SAFEWAY PLC 15,001
1,700 SAINSBURY (J) PLC 10,426
71,600 TESCO PLC 197,134
1,000 * WOOLWORTHS LTD 3,278
---------------
731,600
---------------
FURNITURE AND FIXTURES - 0.06%
5,000 * OLIVETTI GROUP S.P.A. 13,413
5,000 * OLIVETTI S.P.A. RTS 1,291
---------------
14,704
---------------
GENERAL BUILDING CONTRACTORS - 0.04%
1,000 OBAYASHI CORP 5,139
1,000 SHIMIZU CORP 3,863
1,000 TAISEI CORP 2,308
---------------
11,310
---------------
GENERAL MERCHANDISE STORES - 1.41%
2,000 COLES MYER LTD 11,288
200 HAGEMEYER NV 6,386
2,500 KINGFISHER PLC 29,734
3,200 MARKS & SPENCER PLC 18,357
1,000 MITSUKOSHI LTD 4,485
1,000 MYCAL CORP 6,171
200 PINAULT-PRINTEMPS-REDOUTE S.A. 32,192
1,000 * RYOHIN KEIKAKU CO LTD 248,402
---------------
357,015
---------------
HEAVY CONSTRUCTION, EXCEPT BUILDING - 0.89%
400 AUTOPISTAS CONCESIONARIA ESPANOLA S.A. 4,936
100 BRISA-AUTO ESTRADAS DE PORTUGAL S.A. 4,245
400 DRAGADOS Y CONSTRUCCIONES S.A. 4,704
100 FOMENTO CONSTRUCCIONES Y CONTRATAS S.A. 5,886
800 GROUPE GTM 93,191
4,600 * GRUPO FERROVIAL 104,892
2,000 KAJIMA CORP 7,251
---------------
225,105
---------------
HOLDING AND OTHER INVESTMENT OFFICES - 0.55%
</TABLE>
47
<PAGE> 86
<TABLE>
<S> <C> <C>
4,700 * ALLIED ZURICH PLC 60,077
6,000 HUTCHINSON WHAMPOA LTD 56,267
900 LAND SECURITIES PLC 12,639
1,000 SUMITOMO CORP 7,227
2,000 * WESTFIELD TRUST (UNITS) 4,040
---------------
140,250
---------------
HOTELS AND OTHER LODGING PLACES - 0.14%
100 * ACCOR S.A. 25,113
2,700 * HILTON GROUP PLC 11,675
---------------
36,788
---------------
INDUSTRIAL MACHINERY AND EQUIPMENT - 0.65%
1,000 KEPPEL CORP 3,160
12,000 KOMATSU LTD 78,572
2,000 KUBOTA CORP 5,663
400 * NIDEC CORP 60,304
1,000 NSK LTD 5,753
100 SIDEL S.A. 12,567
---------------
166,019
---------------
INSTRUMENTS AND RELATED PRODUCTS - 2.66%
1,000 CANON, INC 28,400
117,200 * INVENSYS PLC 614,214
200 KEYENCE CORP 32,869
---------------
675,483
---------------
INSURANCE AGENTS, BROKERS AND SERVICE - 0.29%
2,200 * FORTIS B 72,388
---------------
INSURANCE CARRIERS - 3.76%
3,400 AEGON NV 277,490
500 ALLIANZ AG. (REGD) 144,193
2,000 * AMP LTD 20,984
2,000 ASSICURAZIONI GENERALI S.P.A. 71,916
800 AXA 98,804
1,500 CGU PLC 22,613
2,000 * COLONIAL LTD 6,973
6,600 INSTITUTO NAZIONALE DELLE ASSICURAZION 15,730
1,000 MITSUI TAISHO MARINE & FIRE CO LTD 4,976
300 MUENCHENER RUECKVER AG. (REGD) 58,409
1,000 NICHIDO FIRE & MARINE INSURANCE CO LTD 5,336
1,000 NIPPON FIRE & MARINE INSURANCE CO LTD 3,355
4,200 PRUDENTIAL CORP PLC 58,685
1,000 RAS S.P.A. 9,956
1,500 ROYAL & SUN ALLIANCE INSURANCE GROUP PLC 12,865
</TABLE>
48
<PAGE> 87
<TABLE>
<S> <C> <C>
1,000 SKANDIA FORSAKRINGS AB 18,450
20 * SWISS REINSURANCE 39,486
3,000 TOKIO MARINE & FIRE INSURANCE CO LTD 34,841
82 * ZURICH ALLIED AG. 49,035
---------------
954,097
---------------
LOCAL AND INTERURBAN PASSENGER TRANSIT - 0.36%
13 EAST JAPAN RAILWAY CO 73,203
4,500 STAGECOACH HOLDINGS PLC 17,102
---------------
90,305
---------------
LUMBER AND WOOD PRODUCTS - 0.11%
4,000 CARTER HOLT HARVEY LTD 4,269
2,000 * SEKISUI HOUSE LTD 22,802
---------------
27,071
---------------
METAL MINING - 0.24%
10 * ALUSUISSE LONZA HOLDINGS AG. (REGD) 12,114
3,000 MITSUBISHI MATERIALS CORP 6,997
1,000 MITSUI MINING & SMELTING CO LTD 5,041
2,000 NIPPON LIGHT METAL CO LTD 3,110
1,000 NORTH LTD 2,000
1,400 RIO TINTO PLC (REGD) 22,638
2,000 WMC LTD 8,120
---------------
60,020
---------------
MISCELLANEOUS RETAIL - 0.17%
1,400 BOOTS CO LTD 17,195
2,400 GREAT UNIVERSAL STORES PLC 26,564
---------------
43,759
---------------
NONDEPOSITORY INSTITUTIONS - 1.19%
3,900 HALIFAX PLC 50,872
1,600 ING GROEP NV 88,734
600 IRISH LIFE AND PERMANENT PLC 6,871
1,000 MEDIOBANCA S.P.A. 11,091
600 SCHROEDERS LTD 13,168
200 SHOHKOH FUND & CO 130,953
---------------
301,689
---------------
OIL AND GAS EXTRACTION - 0.89%
3,400 IHC CALAND NV 136,991
100 OMV AKTIENGESELLS AG. 9,121
</TABLE>
49
<PAGE> 88
\
<TABLE>
<S> <C> <C>
600 TOTAL FINA S.A. 79,551
---------------
225,663
---------------
PAPER AND ALLIED PRODUCTS - 0.16%
1,000 AMCOR LTD 5,624
2,500 * JEFFERSON SMURFIT GROUP PLC 6,577
2,000 MITSUBISHI PAPER MILLS LTD 3,732
1,000 NIPPON PAPER INDUSTRIES CO 5,107
1,000 OJI PAPER CO LTD 5,999
400 UPM-KYMMENE OY 13,000
---------------
40,039
---------------
PETROLEUM AND COAL PRODUCTS - 3.52%
9,000 BG PLC 54,843
16,300 * BP AMOCO PLC 302,896
3,000 BROKEN HILL PROPRIETARY CO LTD 34,373
2,000 COSMO OIL CO LTD 3,863
500 ELF AQUITANE S.A. 76,868
16,600 ENTE NAZIONALE IDROCARBURI S.P.A. 104,479
3,000 * NIPPON MITSUBISHI OIL CO 12,031
1,000 NORSK HYDRO AS 39,568
1,500 REPSOL S.A. 30,938
3,800 ROYAL DUTCH PETROLEUM CO 229,367
1,000 SANTOS LTD 3,402
---------------
892,628
---------------
PRIMARY METAL INDUSTRIES - 3.48%
1,000 DAIDO STEEL CO LTD 1,677
4,000 KAWASAKI STEEL CORP 7,955
4,200 MANNESMANN AG. 648,730
17,000 NIPPON STEEL CORP 40,628
9,000 NKK CORP 7,587
2,700 PREUSSAG AKTIEGESELLSCHAFT AG. 151,410
7,000 SUMITOMO METAL INDUSTRIES LTD 9,453
700 * THYSSEN KRUPP AG. 14,734
---------------
882,174
---------------
PRINTING AND PUBLISHING - 3.42%
2,000 DAI NIPPON PRINTING CO LTD 32,640
16,300 * ELSEVIER UTIGEVERSMIJ NV 202,659
6,000 NEWS CORP LTD 52,538
24,800 PEARSON PLC 521,849
1,700 * REED INTERNATIONAL PLC 12,058
2,000 TOPPAN PRINTING CO LTD 22,916
500 WOLTERS KLUWER NV 21,925
---------------
866,585
</TABLE>
50
<PAGE> 89
<TABLE>
<S> <C> <C>
RAILROAD TRANSPORTATION - 1.21%
1,000 KEIHIN ELECTRIC EXPRESS RAILWAY 3,412
2,000 KINKI NIPPON RAILWAY CO LTD 9,903
1,000 NANKAI ELECTRIC RAILWAY CO 4,657
1,000 NIPPON EXPRESS CO LTD 6,285
1,000 ODAKYU ELECTRIC RAILWAY CO LTD 3,388
13,100 RAILTRACK GROUP PLC 278,772
---------------
306,417
---------------
REAL ESTATE - 0.63%
4,000 CHEUNG KONG HOLDINGS LTD 36,867
1,000 CITY DEVELOPMENT LTD 6,906
2,000 DBS LAND LTD 3,933
3,000 GENERAL PROPERTY TRUST 5,044
2,000 HANG LUNG DEVELOPMENT CO LTD 2,526
3,000 MITSUBISHI ESTATE CO LTD 29,832
3,000 MITSUI FUDOSAN CO LTD 26,002
2,000 NEW WORLD DEVELOPMENT CO LTD 6,097
8,000 SINO LAND CO 5,053
4,000 SUN HUNG KAI PROPERTIES LTD 36,867
---------------
159,127
---------------
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS - 0.33%
2,000 BRIDGESTONE CORP 60,566
300 MICHELIN S.A. (CLASS B) 12,458
3,300 PIRELLI S.P.A. 9,499
---------------
82,523
---------------
SECURITY AND COMMODITY BROKERS - 0.59%
4,000 DAIWA SECURITIES GROUP, INC 25,797
3,000 ITOCHU CORP 7,611
4,000 MARUBENI CORP 8,741
4,000 MITSUBISHI CORP 27,794
3,000 MITSUI & CO LTD 20,526
5,000 NOMURA SECURITIES CO LTD 58,806
---------------
149,275
---------------
SPECIAL TRADE CONTRACTORS - 0.07%
300 * SCHNEIDER ELECTRIC S.A. 17,427
---------------
STONE, CLAY, AND GLASS PRODUCTS - 3.03%
2,000 ASAHI GLASS CO LTD 13,897
2,000 BORAL LTD 3,389
200 CIMENTOS DE PORTUGAL 5,262
</TABLE>
51
<PAGE> 90
<TABLE>
<S> <C> <C>
11,600 CRH PLC 215,466
2,000 CSR LTD 5,996
29,700 HANSON PLC 297,867
300 * ITALCEMENTI S.P.A. 4,054
200 LAFARGE S.A. (BR) 19,521
1,000 PIONEER INTERNATIONAL LTD 2,554
1,200 ST. GOBAIN S.A. 199,095
1,000 SUMITOMO OSAKA CEMENT CO LTD 2,029
---------------
769,130
---------------
TOBACCO PRODUCTS - 0.17%
3,900 BRITISH AMERICAN TOBACCO PLC 37,535
300 TABACALERA S.A. SERIES A (REGD) 5,924
---------------
43,459
---------------
TRANSPORTATION BY AIR - 0.36%
2,600 * ALITALIA S.P.A. 6,894
2,100 BRITISH AIRPORT AUTHORITIES PLC 22,011
6,000 CATHAY PACIFIC AIRWAYS LTD 9,783
800 DEUTSCHE LUFTHANSA AG. (REGD) 15,394
3,000 * JAPAN AIRLINES CO LTD 9,772
2,000 SINGAPORE INTERNATIONAL AIRLINES LTD (FR) 18,495
2,000 SWIRE PACIFIC LTD (CLASS A) 10,132
---------------
92,481
---------------
TRANSPORTATION EQUIPMENT - 4.44%
2,100 BRITISH AEROSPACE PLC 13,663
2,000 * DAIMLERCHRYSLER AG. 178,913
2,000 DENSO CORP 37,812
7,700 FIAT S.P.A. 24,311
2,000 HONDA MOTOR CO LTD 87,575
2,000 * MITSUI ENGINEERING & SHIP BUILDING CO LTD 2,177
38,000 NISSAN MOTOR CO LTD 180,077
1,000 ORIENT CORP 2,962
100 PEUGEOT S.A. 15,941
2,400 * RENAULT S.A. 104,698
3,200 ROLLS ROYCE LTD 14,574
1,100 SIEMENS AG. 84,896
1,900 TI GROUP PLC 13,869
10,000 TOYOTA MOTOR CORP 292,883
700 VOLKSWAGEN AG. 48,318
850 VOLVO AB SERIES B FREE 24,406
---------------
1,127,075
---------------
TRANSPORTATION SERVICES - 1.87%
58,800 AIRTOURS PLC 474,911
---------------
</TABLE>
52
<PAGE> 91
<TABLE>
<S> <C> <C>
TRUCKING AND WAREHOUSING - 0.08%
800 TNT POST GROUP NV 21,007
---------------
WATER TRANSPORTATION - 0.13%
2,000 MITSUI OSK LINES LTD 4,485
3,000 NIPPON YUSEN KABUSHIKI KAISHA 11,859
1,100 PENINSULAR & ORIENTAL STEAM NAVIGATION CO 17,735
---------------
34,079
---------------
TOTAL COMMON STOCK 22,733,889
(Cost $ 22,410,292) ----------------
MATURITY
PRINCIPAL RATE DATE
------------- ------ --------
SHORT TERM INVESTMENT - 85.21%
U.S. GOVERNMENT AGENCY - 85.21%
FEDERAL HOME LOAN BANK
$ 21,600,000 4.550% 06/22/99 21,600,000
---------------
TOTAL SHORT TERM INVESTMENT 21,600,000
(Cost $ 21,600,000) ----------------
TOTAL PORTFOLIO $ 44,333,889
(Cost $ 44,010,292) ================
</TABLE>
- ----------------
* Non-income producing
53
<PAGE> 92
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL GROWTH EQUITY FUND
JUNE 21, 1999
SUMMARY BY INDUSTRY
<TABLE>
<CAPTION>
VALUE %
--------------- -----
<S> <C> <C>
COMMON STOCK
AMUSEMENT AND RECREATION SERVICES $ 652,491 2.55%
APPAREL AND ACCESSORY STORES 76,448 0.30
APPAREL AND OTHER TEXTILE PRODUCTS 9,492 0.04
AUTOMOTIVE DEALERS AND SERVICE STATIONS 10,956 0.04
BUILDING MATERIALS AND GARDEN SUPPLIES 163,937 0.64
BUSINESS SERVICES 3,456,215 13.51
CHEMICALS AND ALLIED PRODUCTS 3,695,997 14.45
COMMUNICATIONS 4,250,356 16.62
DEPOSITORY INSTITUTIONS 193,499 0.76
EATING AND DRINKING PLACES 86,282 0.34
EDUCATIONAL SERVICES 3,993 0.02
ELECTRIC, GAS, AND SANITARY SERVICES 809,193 3.16
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT 3,007,987 11.76
ENGINEERING AND MANAGEMENT SERVICES 22,266 0.09
FABRICATED METAL PRODUCTS 108,024 0.42
FOOD AND KINDRED PRODUCTS 480,450 1.88
FOOD STORES 296,509 1.16
FURNITURE AND FIXTURES 10,011 0.04
FURNITURE AND HOMEFURNISHINGS STORES 29,017 0.11
GENERAL BUILDING CONTRACTORS 2,431 0.01
GENERAL MERCHANDISE STORES 284,709 1.11
HEALTH SERVICES 128,472 0.50
HOLDING AND OTHER INVESTMENT OFFICES 11,574 0.05
HOTELS AND OTHER LODGING PLACES 27,686 0.11
INDUSTRIAL MACHINERY AND EQUIPMENT 3,683,555 14.40
INSTRUMENTS AND RELATED PRODUCTS 673,969 2.64
INSURANCE CARRIERS 305,067 1.19
LUMBER AND WOOD PRODUCTS 3,105 0.01
METAL MINING 4,725 0.02
MISCELLANEOUS MANUFACTURING INDUSTRIES 40,361 0.16
MISCELLANEOUS RETAIL 127,953 0.50
MOTION PICTURES 147,137 0.58
NONDEPOSITORY INSTITUTIONS 384,855 1.50
OIL AND GAS EXTRACTION 55,381 0.22
PAPER AND ALLIED PRODUCTS 60,804 0.24
PERSONAL SERVICES 16,893 0.07
PETROLEUM AND COAL PRODUCTS 643 0.00
PRIMARY METAL INDUSTRIES 3,643 0.01
PRINTING AND PUBLISHING 46,191 0.18
RAILROAD TRANSPORTATION 12,150 0.05
REAL ESTATE 3,231 0.01
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS 208,582 0.82
SECURITY AND COMMODITY BROKERS 79,714 0.31
</TABLE>
54
<PAGE> 93
<TABLE>
<S> <C> <C>
STONE, CLAY, AND GLASS PRODUCTS 24,993 0.10
TEXTILE MILL PRODUCTS 4,818 0.02
TOBACCO PRODUCTS 364,296 1.42
TRANSPORTATION BY AIR 2,200 0.01
TRANSPORTATION EQUIPMENT 719,518 2.81
TRANSPORTATION SERVICES 7,906 0.03
WATER TRANSPORTATION 340,272 1.33
WHOLESALE TRADE-DURABLE GOODS 5,102 0.02
WHOLESALE TRADE-NONDURABLE GOODS 411,540 1.61
---------------- ------
TOTAL COMMON STOCK 25,556,599 99.93
---------------- ------
(Cost $ 25,002,065)
SHORT TERM INVESTMENT
U.S. GOVERNMENT AGENCY 16,550,000 64.71
---------------- ------
TOTAL SHORT TERM INVESTMENT 16,550,000 64.71
---------------- ------
(Cost $ 16,550,000)
TOTAL PORTFOLIO 42,106,599 164.64
(Cost $ 41,552,065)
OTHER ASSETS & LIABILITIES, NET (16,531,739) (64.64)
---------------- ------
NET ASSETS $ 25,574,860 100.00%
================ ======
</TABLE>
55
<PAGE> 94
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL GROWTH EQUITY FUND
JUNE 21, 1999
<TABLE>
<CAPTION>
VALUE
SHARES
- ------------- --------------
<S> <C> <C>
COMMON STOCK - 99.93%
AMUSEMENT AND RECREATION SERVICES - 2.55%
100 * HARRAH'S ENTERTAINMENT, INC $ 2,112
8,488 * PREMIER PARKS, INC 319,361
5,291 * SFX ENTERTAINMENT, INC (CLASS A) 331,018
---------------
652,491
---------------
APPAREL AND ACCESSORY STORES - 0.30%
200 * ABERCROMBIE & FITCH CO (CLASS A) 9,062
100 CLAIRES STORES, INC 2,837
600 GAP, INC 42,600
100 * GENESCO, INC 1,381
100 ROSS STORES, INC 4,725
500 TJX COS, INC 15,843
---------------
76,448
---------------
APPAREL AND OTHER TEXTILE PRODUCTS - 0.04%
100 * JONES APPAREL GROUP, INC 3,325
100 * NAUTICA ENTERPRISES, INC 1,462
100 * POLO RALPH LAUREN CORP 1,943
100 WARNACO GROUP, INC (CLASS A) 2,762
---------------
9,492
---------------
AUTOMOTIVE DEALERS AND SERVICE STATIONS - 0.04%
300 * AUTONATION, INC 5,081
200 * AUTOZONE, INC 5,875
---------------
10,956
---------------
BUILDING MATERIALS AND GARDEN SUPPLIES - 0.64%
2,200 HOME DEPOT, INC 136,125
500 LOWES COS, INC 27,812
---------------
</TABLE>
56
<PAGE> 95
<TABLE>
<S> <C> <C>
163,937
---------------
BUSINESS SERVICES - 13.51%
100 AARON RENTS, INC 1,912
100 * ACXIOM CORP 2,743
100 * AFFILIATED COMPUTER SERVICES, INC (CLASS A) 4,793
2,172 AMERICA ONLINE, INC 250,594
100 * AMERICAN MANAGEMENT SYSTEMS, INC 2,834
100 ANALYSTS INTERNATIONAL CORP 1,362
300 * ASCEND COMMUNICATIONS, INC 32,287
800 AUTOMATIC DATA PROCESSING, INC 33,200
100 * BEA SYSTEMS, INC 2,293
3,013 * BMC SOFTWARE, INC 148,766
400 * CADENCE DESIGN SYSTEMS, INC 5,575
200 * CENTURY BUSINESS SERVICES, INC 2,337
3,740 * CERIDIAN CORP 129,731
100 * CHECKFREE HOLDINGS CORP 4,025
100 * CIBER, INC 1,675
100 * CITRIX SYSTEMS, INC 5,581
100 * CMGI, INC 10,300
100 * CNET, INC 5,506
700 COMPUTER ASSOCIATES INTERNATIONAL, INC 36,662
300 * COMPUTER SCIENCES CORP 19,687
4,807 * COMPUWARE CORP 144,510
200 * CONVERGYS CORP 4,325
100 * CSG SYSTEMS INTERNATIONAL, INC 2,612
100 * ELECTRONIC ARTS, INC 5,106
2,309 ELECTRONIC DATA SYSTEMS CORP 135,076
100 * ELECTRONICS FOR IMAGING, INC 5,075
200 EQUIFAX, INC 6,987
500 FIRST DATA CORP 23,500
100 * FISERV, INC 3,637
100 * GTECH HOLDINGS CORP 2,450
300 IMS HEALTH, INC 9,168
200 * INFORMIX CORP 1,537
100 * INFOSEEK CORP 4,912
100 * INPRISE CORP 484
100 * INTERIM SERVICES, INC 1,993
100 * INTERNATIONAL NETWORK SERVICES 3,800
200 INTERPUBLIC GROUP OF COS, INC 16,125
100 * INTUIT, INC 8,450
7,087 * J.D. EDWARDS & CO 136,424
100 * KEANE, INC 2,675
100 KELLY SERVICES, INC (CLASS A) 2,787
100 * LAMAR ADVERTISING CO (CLASS A) 4,025
100 * LYCOS, INC 9,662
100 * MACROMEDIA, INC 4,000
100 MANPOWER, INC 2,293
100 * MASTECH CORP 1,625
100 * MEDQUIST, INC 4,200
100 * MERCURY INTERACTIVE CORP 3,668
15,082 * MICROSOFT CORP 1,341,355
200 * MODIS PROFESSIONAL SERVICES 2,300
100 * NETWORK APPLIANCE, INC 4,662
</TABLE>
57
<PAGE> 96
<TABLE>
<S> <C> <C>
200 * NETWORKS ASSOCIATES, INC 2,962
100 * NEWELL RUBBERMAID, INC 4,668
100 NIELSEN MEDIA RESEARCH 3,056
100 * NOVA CORP (GEORGIA) 2,387
2,471 OMNICOM GROUP, INC 185,016
13,424 * ORACLE CORP 458,094
100 * OUTDOOR SYSTEMS, INC 3,137
400 * PARAMETRIC TECHNOLOGY CORP 5,900
400 PAYCHEX, INC 11,500
200 * PEOPLESOFT, INC 3,500
100 * PROGRESS SOFTWARE CORP 2,593
100 * PSINET, INC 4,487
100 * RATIONAL SOFTWARE CORP 3,350
100 * ROBERT HALF INTERNATIONAL, INC 2,925
100 ROLLINS, INC 1,643
100 * SIEBEL SYSTEMS, INC 6,103
100 * SNYDER COMMUNICATIONS, INC 2,800
100 * STERLING COMMERCE, INC 3,650
100 * STERLING SOFTWARE, INC 2,643
1,100 * SUN MICROSYSTEMS, INC 75,418
200 * SUNGARD DATA SYSTEMS, INC 6,725
100 * SYMANTEC CORP 2,743
100 * SYNOPSYS, INC 5,687
100 * SYSTEMS & COMPUTER TECHNOLOGY CORP 1,400
100 TRUE NORTH COMMUNICATIONS, INC 2,618
100 * UNITED RENTALS, INC 2,700
100 * USWEB CORP 2,168
100 * VERITAS SOFTWARE CORP 9,300
200 * YAHOO, INC 31,775
100 * YOUNG & RUBICAM, INC 3,981
---------------
3,456,215
---------------
CHEMICALS AND ALLIED PRODUCTS - 14.45%
4,756 ABBOTT LABORATORIES CO 210,155
100 * ALZA CORP 4,618
6,341 AMERICAN HOME PRODUCTS CORP 334,487
800 * AMGEN, INC 42,300
400 AVON PRODUCTS, INC 21,500
100 * BIOGEN, INC 11,787
5,298 BRISTOL MYERS SQUIBB CO 359,270
100 CABOT CORP 2,437
100 CAMBREX CORP 2,493
100 * CENTOCOR, INC 4,937
100 * CEPHALON, INC 1,612
100 * CHIRON CORP 2,025
100 CLOROX CO 9,518
400 COLGATE PALMOLIVE CO 40,075
100 * CROMPTON & KNOWLES CORP 1,981
100 * CYTEC INDUSTRIES, INC 2,687
100 DIAL CORP 3,375
400 DU PONT (E.I.) DE NEMOURS & CO 28,075
100 ECOLAB, INC 4,350
10,008 * ELAN CORP PLC ADR 288,355
</TABLE>
58
<PAGE> 97
<TABLE>
<S> <C> <C>
100 * FOREST LABORATORIES, INC 4,412
100 * GENZYME CORP (GENERAL DIVISION) 4,962
3,595 * GUILFORD PHARMACEUTICALS, INC 41,567
200 * HESKA CORP 606
100 * ICOS CORP 3,850
100 * IMMUNEX CORP 12,325
2,792 JOHNSON & JOHNSON CO 251,629
200 LAUDER (ESTEE) CO (CLASS A) 9,212
3,986 LILLY (ELI) & CO 269,553
100 * LIPOSOME CO, INC 1,725
100 * MEDIMMUNE, INC 6,746
10,182 MERCK & CO, INC 708,285
1,000 MONSANTO CO 40,687
200 MYLAN LABORATORIES, INC 5,150
2,156 PFIZER, INC 210,210
2,371 PROCTER & GAMBLE CO 206,128
100 * REXALL SUNDOWN, INC 1,312
200 * SCHEIN PHARMACEUTICAL, INC 2,675
7,897 SCHERING-PLOUGH CORP 362,274
100 * TRANSKARYOTIC THERAPIES, INC 3,412
100 * TRIANGLE PHARMACEUTICALS, INC 1,700
100 * TWINLAB CORP 862
100 VALSPAR CORP 3,737
2,469 WARNER-LAMBERT CO 162,954
100 * WATSON PHARMACEUTICALS, INC 3,987
---------------
3,695,997
---------------
COMMUNICATIONS - 16.62%
100 ALLTEL CORP 7,256
9,180 AT & T CORP 518,670
1,300 * AT & T CORP - LIBERTY MEDIA (CLASS A) 45,500
100 BELL ATLANTIC CORP 6,093
8,982 CBS CORP 389,594
8,945 * CHANCELLOR MEDIA CORP (CLASS A) 478,557
200 CINCINNATI BELL, INC 4,987
5,614 * CLEAR CHANNEL COMMUNICATIONS, INC 379,646
700 COMCAST CORP (CLASS A) SPECIAL 26,293
100 * CONCENTRIC NETWORK CORP 3,250
100 * COX COMMUNICATIONS, INC (CLASS A) 3,543
4,210 ERICSSON TELEFON (LM) SERIES B ADR 143,140
200 FRONTIER CORP 11,562
100 * GLOBAL TELESYSTEMS GROUP, INC 9,150
300 GTE CORP 21,356
100 * HEARST-ARGYLE TELEVISION, INC 2,612
100 * ITC DELTACOM, INC 2,637
7,579 LUCENT TECHNOLOGIES, INC 495,477
12,717 * MCI WORLDCOM, INC 1,230,369
200 * MEDIA ONE GROUP, INC 15,112
100 * METROMEDIA FIBER NETWORK (CLASS A) 4,481
100 * NEXTLINK COMMUNICATIONS, INC 7,987
100 * NTL, INC 9,750
3,342 * OMNIPOINT CORP 66,004
200 * PAGING NETWORK, INC 737
</TABLE>
59
<PAGE> 98
<TABLE>
<S> <C> <C>
100 * PREMIERE TECHNOLOGIES, INC 1,212
200 * QWEST COMMUNICATIONS INTERNATIONAL, INC 7,325
100 * RCN CORP 4,575
3,743 SBC COMMUNICATIONS, INC 206,098
100 * SKYTEL COMMUNICATIONS, INC 2,312
200 * SPRINT CORP (PCS GROUP) 11,325
100 * TV GUIDE, INC 3,637
100 * UNIVISION COMMUNICATIONS, INC 5,862
300 * VIACOM, INC (CLASS B) 11,887
200 * WESTERN WIRELESS CORP (CLASS A) 5,518
2,153 * WINSTAR COMMUNICATIONS, INC 106,842
---------------
4,250,356
---------------
DEPOSITORY INSTITUTIONS - 0.76%
200 BANK ONE CORP 11,487
100 BANKNORTH GROUP, INC 3,081
100 COMMUNITY FIRST BANKSHARES, INC 2,237
100 * CONCORD EFS, INC 3,750
300 FIFTH THIRD BANCORP 19,331
600 FIRSTAR CORP 16,912
100 GREENPOINT FINANCIAL CORP 3,450
100 * HUDSON UNITED BANCORP 3,487
100 INDEPENDENCE COMMUNITY BANK CORP 1,306
1,100 MBNA CORP 33,825
100 MELLON BANK CORP 3,512
100 NORTH FORK BANCORP, INC 2,093
200 PROVIDIAN FINANCIAL CORP 18,550
200 SKY FINANCIAL GROUP, INC 5,250
200 STATE STREET CORP 16,562
800 U.S. BANCORP 27,250
200 WASHINGTON MUTUAL, INC 7,287
200 WELLS FARGO CO 8,475
100 ZIONS BANCORP 5,654
---------------
193,499
---------------
EATING AND DRINKING PLACES - 0.34%
100 * BRINKER INTERNATIONAL, INC 2,818
100 * CEC ENTERTAINMENT, INC 3,843
100 * FOODMAKER, INC 2,750
300 MARRIOTT INTERNATIONAL (CLASS A) 11,250
1,300 MCDONALD'S CORP 54,031
100 * OUTBACK STEAKHOUSE, INC 3,709
100 * TRICON GLOBAL RESTAURANTS, INC 4,875
100 VIAD CORP 3,006
---------------
86,282
---------------
EDUCATIONAL SERVICES - 0.02%
100 * DEVRY, INC 2,131
100 * EDUCATION MANAGEMENT CORP 1,862
</TABLE>
60
<PAGE> 99
<TABLE>
<S> <C> <C>
---------------
3,993
---------------
ELECTRIC, GAS, AND SANITARY SERVICES - 3.16%
200 * AES CORP 11,187
200 * ALLIED WASTE INDUSTRIES, INC 3,812
100 * AQUA ALLIANCE, INC 225
100 BLACK HILLS CORP 2,293
1,898 BROWNING FERRIS INDUSTRIES, INC 81,495
100 * NEWPARK RESOURCES, INC 981
5,174 * REPUBLIC SERVICES, INC (CLASS A) 118,031
100 SEMCO ENERGY, INC 1,525
200 SEMPRA ENERGY 4,562
10,483 WASTE MANAGEMENT, INC 585,082
---------------
809,193
---------------
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT - 11.76%
200 * ADC TELECOMMUNICATIONS, INC 9,425
100 * ADVANCED FIBRE COMMUNICATIONS 1,381
300 * ALTERA CORP 11,287
200 * AMERICAN POWER CONVERSION CORP 4,187
13,276 * AMERICAN TOWER SYSTEMS (CLASS A) 340,197
100 AMETEK, INC 2,275
3,559 * ANALOG DEVICES, INC 168,607
200 * ANDREW CORP 3,637
100 * ARTESYN TECHNOLOGIES, INC 1,968
100 * ASPECT TELECOMMUNICATIONS CORP 987
100 * CIENA CORP 3,162
100 * COMMSCOPE, INC 2,837
100 * COMVERSE TECHNOLOGY, INC 7,500
100 * DIGITAL MICROWAVE CORP 1,343
100 * DII GROUP, INC 3,531
10,442 GENERAL ELECTRIC CO 1,102,283
100 * GENERAL INSTRUMENT CORP 4,368
16,231 INTEL CORP 922,123
100 * JABIL CIRCUIT, INC 4,625
390 LINEAR TECHNOLOGY CO 24,960
100 * LITTLEFUSE, INC 1,931
756 * LSI LOGIC CORP 34,020
200 * MAXIM INTEGRATED PRODUCTS 12,862
100 MAYTAG CO 6,637
100 * MICROCHIP TECHNOLOGY, INC 4,918
100 * MICRON TECHNOLOGY, INC 4,718
300 MOTOROLA, INC 28,968
1,188 * NOKIA OYJ ADR 107,291
100 * PAIRGAIN TECHNOLOGIES, INC 1,175
100 * PMC-SIERRA, INC 6,000
100 * PREMISYS COMMUNICATIONS, INC 840
100 * QUALCOMM, INC 13,050
100 RAYCHEM CORP 3,606
100 * SANMINA CORP 8,121
100 * SCI SYSTEMS, INC 4,818
</TABLE>
61
<PAGE> 100
<TABLE>
<S> <C> <C>
100 SCIENTIFIC-ATLANTA, INC 3,700
300 * SOLECTRON CORP 20,100
500 * TELLABS, INC 35,062
400 TEXAS INSTRUMENTS, INC 54,600
100 THOMAS & BETTS CORP 4,718
100 * UCAR INTERNATIONAL, INC 2,468
100 * VICOR CORP 1,725
100 * VITESSE SEMICONDUCTOR CORP 6,725
100 * WORLD ACCESS, INC 1,362
326 * XILINX, INC 17,889
---------------
3,007,987
---------------
ENGINEERING AND MANAGEMENT SERVICES - 0.09%
100 * CATALYTICA, INC 1,306
100 * COVANCE, INC 1,968
100 * GARTNER GROUP, INC (CLASS A) 2,193
100 * METZLER GROUP, INC 2,987
100 * QUINTILES TRANSNATIONAL CORP 4,075
400 SERVICEMASTER CO 7,275
100 * WHITTMAN HART, INC 2,462
---------------
22,266
---------------
FABRICATED METAL PRODUCTS - 0.42%
100 CHART INDUSTRIES, INC 956
2,317 GILLETTE CO 98,038
200 MASCO CORP 5,787
100 STANLEY WORKS CO 3,243
---------------
108,024
---------------
FOOD AND KINDRED PRODUCTS - 1.88%
100 ANHEUSER BUSCH COS, INC 7,112
300 BESTFOODS, INC 15,075
200 CAMPBELL SOUP CO 8,825
3,868 COCA COLA CO 238,123
400 COCA COLA ENTERPRISES, INC 13,250
500 CONAGRA, INC 13,406
200 FLOWERS INDUSTRIES, INC 4,175
100 GENERAL MILLS, INC 7,962
200 HEINZ (H.J.) CO 9,687
100 * KEEBLER FOODS CO 3,087
100 KELLOGG CO 3,200
100 LANCE, INC 1,551
2,100 PEPSICO, INC 74,812
200 QUAKER OATS CO 13,575
400 RALSTON PURINA CO 11,750
1,400 SARA LEE CORP 34,037
100 * SMITHFIELD FOODS, INC 3,106
100 * SUIZA FOODS CORP 3,693
100 TOOTSIE ROLL INDUSTRIES, INC 4,012
</TABLE>
62
<PAGE> 101
<TABLE>
<S> <C> <C>
100 WHITMAN CORP 1,712
100 WRIGLEY (WM) JR CO 8,300
---------------
480,450
---------------
FOOD STORES - 1.16%
100 * GENERAL NUTRITION COS, INC 2,006
300 * KROGER CO 16,781
5,455 * SAFEWAY, INC 270,022
200 * STARBUCKS CORP 7,700
---------------
296,509
---------------
FURNITURE AND FIXTURES - 0.04%
100 * FURNITURE BRANDS INTERNATIONAL, INC 2,562
200 LEGGETT & PLATT, INC 5,287
100 MILLER (HERMAN), INC 2,162
---------------
10,011
---------------
FURNITURE AND HOMEFURNISHINGS STORES - 0.11%
200 * BED BATH & BEYOND, INC 7,500
100 * BEST BUY, INC 5,943
100 * COMPUSA, INC 793
100 * LINENS N THINGS, INC 4,675
100 PIER 1 IMPORTS, INC 1,106
100 TANDY CORP 9,000
---------------
29,017
---------------
GENERAL BUILDING CONTRACTORS - 0.01%
100 LENNAR CORP 2,431
---------------
GENERAL MERCHANDISE STORES - 1.11%
100 CASEYS GENERAL STORES, INC 1,381
100 * CONSOLIDATED STORES CORP 3,225
300 * COSTCO COS, INC 23,118
600 DAYTON HUDSON CORP 39,825
300 DOLLAR GENERAL CORP 8,587
100 * DOLLAR TREE STORES, INC 4,162
100 FAMILY DOLLAR STORES, INC 2,343
200 * KOHLS CORP 14,337
100 * SAKS, INC 2,706
100 SEARS ROEBUCK & CO 4,775
4,000 WAL-MART STORES, INC 180,250
---------------
284,709
---------------
HEALTH SERVICES - 0.50%
</TABLE>
63
<PAGE> 102
<TABLE>
<S> <C> <C>
200 * BEVERLY ENTERPRISES, INC 1,537
100 * CONCENTRA MANAGED CARE, INC 1,456
100 * EXPRESS SCRIPTS, INC 5,846
8,474 * HEALTH MANAGEMENT ASSOCIATES, INC (CLASS A)(NEW) 94,802
600 * HEALTHSOUTH CORP 8,662
100 * HOOPER HOLMES, INC 2,100
100 * LINCARE HOLDINGS, INC 2,693
200 * MEDPARTNERS, INC 1,462
100 * PHYCOR, INC 762
100 * QUORUM HEALTH GROUP, INC 1,262
100 * RENAL CARE GROUP, INC 2,590
200 * TENET HEALTHCARE CORP 3,825
100 * TOTAL RENAL CARE HOLDINGS, INC 1,475
---------------
128,472
---------------
HOLDING AND OTHER INVESTMENT OFFICES - 0.05%
100 BOSTON PROPERTIES, INC 3,562
100 * CAPITAL AUTOMOTIVE REIT 1,250
100 * COUSINS PROPERTIES, INC 3,600
100 STARWOOD FINANCIAL TRUST 3,162
---------------
11,574
---------------
HOTELS AND OTHER LODGING PLACES - 0.11%
1,000 * CENDANT CORP 19,312
100 * CHOICE HOTELS INTERNATIONAL, INC 1,600
100 * EXTENDED STAY AMERICA, INC 1,112
300 * PARK PLACE ENTERTAINMENT 2,981
100 * PROMUS HOTEL CORP 2,681
---------------
27,686
---------------
INDUSTRIAL MACHINERY AND EQUIPMENT - 14.40%
300 * 3COM CORP 9,281
100 * ADAPTEC, INC 3,450
100 * AMERICAN STANDARD COS, INC 4,893
500 * APPLIED MATERIALS, INC 35,000
200 BAKER HUGHES, INC 6,550
100 * C-CUBE MICROSYSTEMS, INC 3,037
6,566 * CISCO SYSTEMS, INC 808,438
100 * COLTEC INDUSTRIES, INC 2,206
6,946 COMPAQ COMPUTER CORP 153,680
100 * COOPER CAMERON CORP 3,787
9,116 * DELL COMPUTER CORP 354,954
100 DIEBOLD, INC 2,987
7,420 * EMC CORP 440,098
1,810 HEWLETT-PACKARD CO 170,140
300 INTERNATIONAL BUSINESS MACHINES CORP 37,425
200 * LEXMARK INTERNATIONAL GROUP (CLASS A) 13,912
300 PITNEY BOWES, INC 19,218
100 * QUANTUM CORP 2,506
</TABLE>
64
<PAGE> 103
<TABLE>
<S> <C> <C>
100 ROPER INDUSTRIES, INC 3,637
200 * SEAGATE TECHNOLOGY, INC 5,987
100 * SMITH INTERNATIONAL, INC 4,406
100 * STORAGE TECHNOLOGY CORP 1,868
200 SYMBOL TECHNOLOGIES, INC 7,475
14,377 TYCO INTERNATIONAL LTD 1,341,035
6,421 * UNISYS CORP 243,998
100 * VARCO INTERNATIONAL, INC 987
100 * XIRCOM, INC 2,600
---------------
3,683,555
---------------
INSTRUMENTS AND RELATED PRODUCTS - 2.64%
300 BAXTER INTERNATIONAL, INC 18,506
100 BECKMAN COULTER, INC 5,062
400 BECTON DICKINSON & CO 12,000
100 BIOMET, INC 4,168
400 * BOSTON SCIENTIFIC CORP 16,050
100 * COGNEX CORP 3,253
200 DENTSPLY INTERNATIONAL, INC 5,225
100 EASTMAN KODAK CO 7,118
1,271 GUIDANT CORP 58,466
100 HONEYWELL, INC 12,487
100 * KLA-TENCOR CORP 6,031
2,432 MEDTRONIC, INC 180,880
100 * METTLER-TOLEDO INTERNATIONAL, INC 2,593
100 MILLIPORE CORP 3,481
100 * ST. JUDE MEDICAL, INC 3,625
100 * STERIS CORP 1,693
100 STRYKER CORP 6,106
200 * SYBRON INTERNATIONAL CORP 5,450
100 * TERADYNE, INC 6,993
100 * VISX, INC 7,450
100 * WATERS CORP 5,175
5,301 XEROX CORP 302,157
---------------
673,969
---------------
INSURANCE CARRIERS - 1.19%
100 AFLAC, INC 5,000
400 AMERICAN INTERNATIONAL GROUP, INC 48,550
100 AON CORP 4,150
4,727 CITIGROUP, INC 222,169
100 CONSECO, INC 3,118
100 FIRST AMERICAN FINANCIAL CORP 1,731
100 * FOUNDATION HEALTH SYSTEMS (CLASS A) 1,700
100 * HUMANA, INC 1,381
200 MGIC INVESTMENT CORP 8,900
100 * OXFORD HEALTH PLANS, INC 1,787
100 UNITED HEALTHCARE CORP 6,581
---------------
305,067
---------------
</TABLE>
65
<PAGE> 104
<TABLE>
<S> <C> <C>
LUMBER AND WOOD PRODUCTS - 0.01%
100 * CHAMPION ENTERPRISES, INC 1,968
100 CLAYTON HOMES, INC 1,137
---------------
3,105
---------------
METAL MINING - 0.02%
300 FREEPORT-MCMORAN COPPER & GOLD, INC (CLASS B) 4,725
---------------
MISCELLANEOUS MANUFACTURING INDUSTRIES - 0.16%
100 * BLYTH INDUSTRIES, INC 3,375
100 * HEXCEL CORP 1,018
100 INTERNATIONAL GAME TECHNOLOGY CO 1,775
100 JOSTENS, INC 2,118
600 MATTEL, INC 14,025
200 MINNESOTA MINING & MANUFACTURING CO 18,050
---------------
40,361
---------------
MISCELLANEOUS RETAIL - 0.50%
100 * AMAZON.COM, INC 12,350
100 * BARNES & NOBLE, INC 2,718
100 * BORDERS GROUP, INC 1,575
600 CVS CORP 31,237
400 * OFFICE DEPOT, INC 9,075
100 * OFFICEMAX, INC 1,106
100 OMNICARE, INC 1,243
100 * PETSMART, INC 1,018
100 RITE AID CORP 2,506
100 * SCHEIN (HENRY), INC 3,250
700 * STAPLES, INC 21,000
1,500 WALGREEN CO 40,875
---------------
127,953
---------------
MOTION PICTURES - 0.58%
3,000 DISNEY (WALT) CO 92,250
200 * METROMEDIA INTERNATIONAL GROUP, INC 1,537
800 * TIME WARNER, INC 53,350
---------------
147,137
---------------
NONDEPOSITORY INSTITUTIONS - 1.50%
500 AMERICAN EXPRESS CO 63,156
100 * AMERICREDIT CORP 1,650
4,375 ASSOCIATES FIRST CAPITAL CORP 179,375
300 CAPITAL ONE FINANCIAL CORP 15,712
800 FEDERAL NATIONAL MORTGAGE ASSOCIATION 51,300
1,000 FREDDIE MAC 54,875
</TABLE>
66
<PAGE> 105
<TABLE>
<S> <C> <C>
200 HOUSEHOLD INTERNATIONAL, INC 9,450
200 SLM HOLDINGS CORP 9,337
---------------
384,855
---------------
OIL AND GAS EXTRACTION - 0.22%
100 ANADARKO PETROLEUM CORP 3,806
100 DIAMOND OFFSHORE DRILLING, INC 2,812
100 * EEX CORP 631
300 ENSCO INTERNATIONAL, INC 5,775
100 * GLOBAL INDUSTRIES LTD 1,193
300 * GLOBAL MARINE, INC 4,462
200 * GREY WOLF, INC 475
400 HALLIBURTON CO 17,525
100 KERR-MCGEE CORP 4,993
100 * MARINE DRILLING CO, INC 1,262
200 * NOBLE DRILLING CORP 3,737
200 * R & B FALCON CORP 1,712
100 RPC, INC 862
100 * TRANSMONTAIGNE, INC 1,200
100 * TUBOSCOPE, INC 1,418
100 * WEATHERFORD INTERNATIONAL 3,518
---------------
55,381
---------------
PAPER AND ALLIED PRODUCTS - 0.24%
100 AVERY DENNISON CORP 6,250
300 FORT JAMES CORP 11,193
100 * GAYLORD CONTAINER CO 825
700 KIMBERLY-CLARK CORP 38,893
100 * MAIL-WELL, INC 1,487
100 * SMURFIT-STONE CONTAINER CORP 2,156
---------------
60,804
---------------
PERSONAL SERVICES - 0.07%
100 BLOCK (H&R), INC 4,956
100 CINTAS CORP 6,162
300 SERVICE CORP INTERNATIONAL 5,775
---------------
16,893
---------------
PETROLEUM AND COAL PRODUCTS - 0.00%
100 * FRONTIER OIL CORP 643
---------------
PRIMARY METAL INDUSTRIES - 0.01%
100 BELDEN, INC 2,387
100 WORTHINGTON INDUSTRIES, INC 1,256
---------------
3,643
</TABLE>
67
<PAGE> 106
<TABLE>
<S> <C> <C>
---------------
PRINTING AND PUBLISHING - 0.18%
200 BELO (A.H.) CORP SERIES A 4,237
200 GANNETT CO, INC 14,987
100 LEE ENTERPRISES, INC 2,887
100 MEREDITH CORP 3,468
100 * PRIMEDIA, INC 1,600
100 TIMES MIRROR CO SERIES A 6,125
100 TRIBUNE CO 8,687
200 WILEY (JOHN) & SONS, INC (CLASS A) 4,200
---------------
46,191
---------------
RAILROAD TRANSPORTATION - 0.05%
200 KANSAS CITY SOUTHERN INDUSTRIES, INC 12,150
---------------
REAL ESTATE - 0.01%
100 * CATELLUS DEVELOPMENT CORP 1,600
100 * FAIRFIELD COMMUNITIES, INC 1,631
---------------
3,231
---------------
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS - 0.82%
100 FURON CO 1,681
100 GOODRICH (B.F.) CO 4,150
300 ILLINOIS TOOL WORKS, INC 23,850
2,322 NIKE, INC (CLASS B) 138,884
100 * SEALED AIR CORP 6,506
1,457 TUPPERWARE CORP 33,511
---------------
208,582
---------------
SECURITY AND COMMODITY BROKERS - 0.31%
100 * AFFILIATED MANAGERS GROUP, INC 2,887
300 * E TRADE GROUP, INC 12,206
300 FRANKLIN RESOURCES, INC 11,962
100 PRICE (T. ROWE) ASSOCIATES, INC 3,534
500 SCHWAB (CHARLES) CORP 49,125
---------------
79,714
---------------
STONE, CLAY, AND GLASS PRODUCTS - 0.10%
100 CENTEX CONSTRUCTION PRODUCTS, INC 3,756
300 CORNING, INC 18,262
100 LIBBEY, INC 2,975
---------------
24,993
---------------
</TABLE>
68
<PAGE> 107
<TABLE>
<S> <C> <C>
TEXTILE MILL PRODUCTS - 0.02%
100 SHAW INDUSTRIES, INC 1,906
100 * WESTPOINT STEVENS, INC 2,912
---------------
4,818
---------------
TOBACCO PRODUCTS - 1.42%
8,545 PHILIP MORRIS COS, INC 357,821
200 UST, INC 6,475
---------------
364,296
---------------
TRANSPORTATION BY AIR - 0.01%
100 COMAIR HOLDINGS, INC 2,200
---------------
TRANSPORTATION EQUIPMENT - 2.81%
3,281 ALLIED SIGNAL, INC 223,313
1,000 BOEING CO 43,000
100 DANAHER CORP 6,325
200 DELPHI AUTOMOTIVE SYSTEMS CORP 3,762
100 FEDERAL-MOGUL CORP 5,381
3,155 * GENERAL MOTORS CORP (CLASS H) 178,651
100 * GENTEX CORP 3,371
100 * GULFSTREAM AEROSPACE CORP 6,531
200 HARLEY DAVIDSON, INC 10,787
100 * HAYES LEMMERZ INTERNATIONAL, INC 2,900
200 MERITOR AUTOMOTIVE, INC 5,112
3,429 UNITED TECHNOLOGIES CORP 230,385
---------------
719,518
---------------
TRANSPORTATION SERVICES - 0.03%
100 EXPEDITORS INTERNATIONAL OF WASHINGTON 3,006
100 GALILEO INTERNATIONAL, INC 4,900
---------------
7,906
---------------
WATER TRANSPORTATION - 1.33%
6,960 CARNIVAL CORP (CLASS A) 337,560
100 TIDEWATER, INC 2,712
---------------
340,272
---------------
WHOLESALE TRADE-DURABLE GOODS - 0.02%
100 * CELLSTAR CORP 765
100 IKON OFFICE SOLUTIONS, INC 1,550
100 * INGRAM MICRO, INC (CLASS A) 2,787
---------------
5,102
</TABLE>
69
<PAGE> 108
<TABLE>
<S> <C> <C>
---------------
WHOLESALE TRADE-NONDURABLE GOODS - 1.61%
100 * AIRGAS, INC 1,187
100 * AMERISOURCE HEALTH CORP (CLASS A) 2,612
200 BERGEN BRUNSWIG CORP (CLASS A) 3,300
6,606 CARDINAL HEALTH, INC 375,716
400 MCKESSON HBOC, INC 13,475
500 SYSCO CORP 15,250
---------------
411,540
---------------
TOTAL COMMON STOCK 25,556,599
(Cost $ 25,002,065) ----------------
<CAPTION>
MATURITY VALUE
PRINCIPAL RATE DATE
------------- ------ -------- --------------
<S> <C> <C> <C> <C>
SHORT TERM INVESTMENT - 64.71%
U.S. GOVERNMENT AGENCY - 64.71%
FEDERAL HOME LOAN BANK
$ 16,550,000 4.550% 06/22/99 16,550,000
---------------
TOTAL SHORT TERM INVESTMENT 16,550,000
(Cost $ 16,550,000) ----------------
TOTAL PORTFOLIO $ 42,106,599
(Cost $41,552,065) ===============
</TABLE>
----------------
* Non-income producing
70
<PAGE> 109
- -
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL GROWTH AND INCOME FUND
JUNE 21, 1999
SUMMARY BY INDUSTRY
<TABLE>
<CAPTION>
VALUE %
--------------- -----
<S> <C> <C>
COMMON STOCK
AMUSEMENT AND RECREATION SERVICES $ 19,850 0.08%
APPAREL AND ACCESSORY STORES 173,235 0.67
APPAREL AND OTHER TEXTILE PRODUCTS 8,375 0.03
AUTO REPAIR, SERVICES AND PARKING 5,675 0.02
AUTOMOTIVE DEALERS AND SERVICE STATIONS 13,762 0.05
BUILDING MATERIALS AND GARDEN SUPPLIES 391,080 1.52
BUSINESS SERVICES 1,903,304 7.40
CHEMICALS AND ALLIED PRODUCTS 2,960,123 11.52
COMMUNICATIONS 3,381,943 13.16
DEPOSITORY INSTITUTIONS 1,618,805 6.30
EATING AND DRINKING PLACES 116,106 0.45
ELECTRIC, GAS, AND SANITARY SERVICES 705,687 2.75
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT 1,965,545 7.65
ENGINEERING AND MANAGEMENT SERVICES 3,106 0.01
FABRICATED METAL PRODUCTS 164,484 0.64
FOOD AND KINDRED PRODUCTS 780,926 3.04
FOOD STORES 183,028 0.71
FURNITURE AND HOMEFURNISHINGS STORES 17,662 0.07
GENERAL BUILDING CONTRACTORS 14,261 0.06
GENERAL MERCHANDISE STORES 853,713 3.32
HEALTH SERVICES 217,792 0.85
HEAVY CONSTRUCTION, EXCEPT BUILDING 14,099 0.05
HOTELS AND OTHER LODGING PLACES 1,381 0.01
INDUSTRIAL MACHINERY AND EQUIPMENT 2,247,645 8.74
INSTRUMENTS AND RELATED PRODUCTS 673,011 2.62
INSURANCE AGENTS, BROKERS AND SERVICE 30,875 0.12
INSURANCE CARRIERS 1,391,454 5.41
LUMBER AND WOOD PRODUCTS 233,818 0.91
METAL MINING 12,243 0.05
MISCELLANEOUS MANUFACTURING INDUSTRIES 71,324 0.28
MISCELLANEOUS RETAIL 178,313 0.69
MOTION PICTURES 307,572 1.20
NONDEPOSITORY INSTITUTIONS 344,851 1.34
OIL AND GAS EXTRACTION 548,214 2.13
PAPER AND ALLIED PRODUCTS 110,886 0.43
PERSONAL SERVICES 16,793 0.07
PETROLEUM AND COAL PRODUCTS 1,243,594 4.84
PRIMARY METAL INDUSTRIES 136,806 0.53
PRINTING AND PUBLISHING 198,494 0.77
RAILROAD TRANSPORTATION 80,081 0.31
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS 91,242 0.35
SECURITY AND COMMODITY BROKERS 280,906 1.09
</TABLE>
71
<PAGE> 110
<TABLE>
<S> <C> <C>
STONE, CLAY, AND GLASS PRODUCTS 48,268 0.19
TOBACCO PRODUCTS 124,112 0.48
TRANSPORTATION BY AIR 170,885 0.66
TRANSPORTATION EQUIPMENT 680,459 2.65
WATER TRANSPORTATION 48,500 0.19
WHOLESALE TRADE-DURABLE GOODS 23,443 0.09
WHOLESALE TRADE-NONDURABLE GOODS 263,300 1.02
---------------- ------
TOTAL COMMON STOCK 25,071,031 97.52
---------------- ------
(Cost $ 24,375,526)
SHORT TERM INVESTMENT
U.S. GOVERNMENT AGENCY 750,000 2.92
---------------- ------
TOTAL SHORT TERM INVESTMENT 750,000 2.92
---------------- ------
(Cost $ 750,000)
TOTAL PORTFOLIO 25,821,031 100.44
(Cost $ 25,125,526)
OTHER ASSETS & LIABILITIES, NET (114,050) (0.44)
---------------- ------
NET ASSETS $ 25,706,981 100.00%
================ ======
</TABLE>
72
<PAGE> 111
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL GROWTH AND INCOME FUND
JUNE 21, 1999
<TABLE>
<CAPTION>
SHARES VALUE
------------- --------------
<S> <C> <C>
COMMON STOCK - 97.52%
AMUSEMENT AND RECREATION SERVICES - 0.08%
400 * HARRAH'S ENTERTAINMENT, INC $ 8,450
600 * MIRAGE RESORT, INC 11,400
---------------
19,850
---------------
APPAREL AND ACCESSORY STORES - 0.67%
700 GAP, INC 49,700
1,994 LIMITED, INC 91,848
1,000 TJX COS, INC 31,687
---------------
173,235
---------------
APPAREL AND OTHER TEXTILE PRODUCTS - 0.03%
100 * FRUIT OF THE LOOM LTD (CLASS A) 925
200 LIZ CLAIBORNE, INC 7,450
---------------
8,375
---------------
AUTO REPAIR, SERVICES AND PARKING - 0.02%
200 RYDER SYSTEM, INC 5,675
---------------
AUTOMOTIVE DEALERS AND SERVICE STATIONS - 0.05%
400 AUTOZONE, INC 11,750
100 PEP BOYS MANNY, MOE, & JACK CO 2,012
---------------
13,762
---------------
BUILDING MATERIALS AND GARDEN SUPPLIES - 1.52%
2,400 HOME DEPOT, INC 148,500
</TABLE>
73
<PAGE> 112
<TABLE>
<S> <C> <C>
4,361 LOWES COS, INC 242,580
---------------
391,080
---------------
BUSINESS SERVICES - 7.40%
1,000 AMERICA ONLINE, INC 115,375
1,330 * ASCEND COMMUNICATIONS, INC 143,141
1,000 AUTOMATIC DATA PROCESSING, INC 41,500
300 * BMC SOFTWARE, INC 14,812
100 * CERIDIAN CORP 3,468
800 COMPUTER ASSOCIATES INTERNATIONAL, INC 41,900
300 * COMPUTER SCIENCES CORP 19,687
700 ELECTRONIC DATA SYSTEMS CORP 40,950
700 FIRST DATA CORP 32,900
200 INTERPUBLIC GROUP OF COS, INC 16,125
11,843 * MICROSOFT CORP 1,053,286
400 * NEWELL RUBBERMAID, INC 18,675
300 OMNICOM GROUP, INC 22,462
4,800 * ORACLE CORP 163,800
500 PAYCHEX, INC 14,375
1,610 * PSINET, INC 72,248
100 SHARED MEDICAL SYSTEMS CORP 6,325
1,200 * SUN MICROSYSTEMS, INC 82,275
---------------
1,903,304
---------------
CHEMICALS AND ALLIED PRODUCTS - 11.52%
2,500 ABBOTT LABORATORIES CO 110,468
400 AIR PRODUCTS & CHEMICALS, INC 18,525
100 ALLERGAN, INC 10,606
300 * ALZA CORP 13,856
4,069 AMERICAN HOME PRODUCTS CORP 214,639
400 AVON PRODUCTS, INC 21,500
4,504 * BRISTOL MYERS SQUIBB CO 305,427
200 CLOROX CO 19,037
1,567 COLGATE PALMOLIVE CO 156,993
1,484 DOW CHEMICAL CO 189,766
2,848 DU PONT (E.I.) DE NEMOURS & CO 199,894
200 EASTMAN CHEMICAL CO 11,075
100 * FMC CORP 6,768
200 GREAT LAKES CHEMICAL CORP 9,400
300 HERCULES, INC 11,475
2,200 JOHNSON & JOHNSON CO 198,275
1,800 LILLY (ELI) & CO 121,725
200 MALLINCKRODT, INC 7,212
4,263 MERCK & CO, INC 296,544
1,000 MONSANTO CO 40,687
200 NALCO CHEMICAL CORP 7,112
3,110 PFIZER, INC 303,225
800 PHARMACIA & UPJOHN, INC 43,850
300 PPG INDUSTRIES, INC 18,731
200 PRAXAIR, INC 9,837
3,223 PROCTER & GAMBLE CO 280,199
</TABLE>
74
<PAGE> 113
<TABLE>
<S> <C> <C>
300 ROHM & HAAS CO 14,250
4,605 SCHERING-PLOUGH CORP 211,254
300 SIGMA ALDRICH CORP 10,031
1,300 WARNER-LAMBERT CO 85,800
300 * WATSON PHARMACEUTICALS, INC 11,962
---------------
2,960,123
---------------
COMMUNICATIONS - 13.16%
1,700 AMERITECH CORP 118,043
9,749 AT & T CORP 550,818
2,500 BELL ATLANTIC CORP 152,343
3,000 BELLSOUTH CORP 134,812
1,000 CBS CORP 43,375
1,967 * CLEAR CHANNEL COMMUNICATIONS, INC 133,018
1,200 COMCAST CORP (CLASS A) SPECIAL 45,075
300 FRONTIER CORP 17,343
1,500 GTE CORP 106,781
2,027 * IXC COMMUNICATIONS, INC 78,799
6,524 LUCENT TECHNOLOGIES, INC 426,506
4,978 * MCI WORLDCOM, INC 481,621
13,628 * OMNIPOINT CORP 269,153
2,556 * RCN CORP 116,937
6,063 SBC COMMUNICATIONS, INC 333,843
1,400 SPRINT CORP (FON GROUP) 75,600
700 * SPRINT CORP (PCS GROUP) 39,637
700 U.S. WEST, INC 40,818
1,100 * VIACOM, INC (CLASS B) 43,587
3,779 * VIATEL, INC 173,834
---------------
3,381,943
---------------
DEPOSITORY INSTITUTIONS - 6.30%
600 AMSOUTH BANCORP 14,250
6,075 * BANK OF AMERICA CORP 435,881
1,100 BANK OF NEW YORK CO, INC 41,387
1,900 BANK ONE CORP 109,131
2,031 BANKBOSTON CORP 101,423
500 BB&T CORP 17,750
1,796 CHASE MANHATTAN CORP 149,966
200 COMERICA, INC 12,125
100 FIFTH THIRD BANCORP 6,443
1,600 FIRST UNION CORP 70,100
1,300 FIRSTAR CORP 36,643
600 FLEET FINANCIAL GROUP, INC 25,912
3,012 * GOLDEN STATE BANCORP, INC 71,911
700 HUNTINGTON BANCSHARES, INC 25,506
600 KEYCORP 20,325
1,300 MBNA CORP 39,975
800 MELLON BANK CORP 28,100
600 NATIONAL CITY CORP 39,225
200 NORTHERN TRUST CORP 19,075
100 PNC BANK CORP 5,806
</TABLE>
75
<PAGE> 114
<TABLE>
<S> <C> <C>
200 PROVIDIAN FINANCIAL CORP 18,550
300 REPUBLIC NEW YORK CORP 20,381
500 SOUTHTRUST CORP 19,375
200 STATE STREET CORP 16,562
500 SUMMIT BANCORP 21,343
500 SUNTRUST BANKS, INC 34,406
800 SYNOVUS FINANCIAL CORP 16,350
200 U.S. BANCORP 6,812
400 UNION PLANTERS CORP 17,200
300 WACHOVIA CORP 26,043
1,000 WASHINGTON MUTUAL, INC 36,437
2,700 WELLS FARGO CO 114,412
---------------
1,618,805
---------------
EATING AND DRINKING PLACES - 0.45%
400 DARDEN RESTAURANTS, INC 8,950
400 MARRIOTT INTERNATIONAL (CLASS A) 15,000
2,100 MCDONALD'S CORP 87,281
100 * TRICON GLOBAL RESTAURANTS, INC 4,875
---------------
116,106
---------------
ELECTRIC, GAS, AND SANITARY SERVICES - 2.75%
300 * AES CORP 16,781
2,744 BROWNING FERRIS INDUSTRIES, INC 117,820
700 CENTRAL & SOUTH WEST CORP 17,806
500 CINERGY CORP 16,468
200 COLUMBIA ENERGY GROUP 12,525
300 CONSOLIDATED EDISON CO OF N.Y., INC 13,893
500 * CONSTELLATION ENERGY GROUP 15,031
500 DOMINION RESOURCES, INC 22,312
700 DUKE ENERGY CORP 39,725
400 ENTERGY CORP 12,725
700 FIRSTENERGY CORP 21,918
300 FPL GROUP, INC 17,100
400 GPU, INC 17,250
100 NEW CENTURY ENERGIES, INC 3,962
600 * NIAGARA MOHWAK HOLDINGS, INC 9,300
100 NICOR, INC 3,825
500 NORTHERN STATES POWER CO 12,718
100 PEOPLES ENERGY CORP 3,806
500 PP&L RESOURCES, INC 15,656
300 PUBLIC SERVICE ENTERPRISE GROUP, INC 12,393
5,237 * REPUBLIC SERVICES, INC (CLASS A) 119,469
800 SEMPRA ENERGY 18,250
300 SONAT, INC 10,931
1,000 SOUTHERN CO 27,875
500 TEXAS UTILITIES CO 21,343
500 UNICOM CORP 20,187
900 WASTE MANAGEMENT, INC 50,231
700 WILLIAMS COS, INC 34,387
---------------
705,687
---------------
</TABLE>
76
<PAGE> 115
<TABLE>
<S> <C> <C>
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT - 7.65%
500 * ADVANCED MICRO DEVICES, INC 9,562
300 COOPER INDUSTRIES, INC 15,937
900 EMERSON ELECTRIC CO 61,031
7,674 GENERAL ELECTRIC CO 810,086
6,440 INTEL CORP 365,872
400 * LSI LOGIC CORP 18,000
200 MAYTAG CO 13,275
800 * MICRON TECHNOLOGY, INC 37,750
900 MOTOROLA, INC 86,906
500 * NATIONAL SEMICONDUCTOR CORP 11,750
3,160 * NEWBRIDGE NETWORKS CORP 98,750
2,643 * NOKIA OYJ ADR 238,695
1,100 * NORTEL NETWORKS CORP (U.S.) 94,806
300 * SOLECTRON CORP 20,100
600 * TELLABS, INC 42,075
300 TEXAS INSTRUMENTS, INC 40,950
---------------
1,965,545
---------------
ENGINEERING AND MANAGEMENT SERVICES - 0.01%
100 EG & G, INC 3,106
---------------
FABRICATED METAL PRODUCTS - 0.64%
100 BALL CORP 4,793
200 CRANE CO 6,000
400 CROWN CORK & SEAL CO, INC 13,250
1,800 GILLETTE CO 76,162
500 MASCO CORP 14,468
300 PARKER-HANNIFIN CORP 14,118
300 ROCKWELL INTERNATIONAL CORP 18,600
200 SNAP-ON, INC 7,362
300 STANLEY WORKS CO 9,731
---------------
164,484
---------------
FOOD AND KINDRED PRODUCTS - 3.04%
2,151 ANHEUSER BUSCH COS, INC 152,989
3,900 COCA COLA CO 240,093
600 COCA COLA ENTERPRISES, INC 19,875
700 CONAGRA, INC 18,768
200 GENERAL MILLS, INC 15,925
600 HEINZ (H.J.) CO 29,062
600 KELLOGG CO 19,200
4,308 PEPSICO, INC 153,472
500 RALSTON PURINA CO 14,687
1,500 SARA LEE CORP 36,468
900 UNILEVER NV (N.Y.) SHS 63,787
200 WRIGLEY (WM) JR CO 16,600
---------------
780,926
---------------
</TABLE>
77
<PAGE> 116
<TABLE>
<S> <C> <C>
FOOD STORES - 0.71%
100 GREAT ATLANTIC & PACIFIC TEA CO, INC 3,206
700 * KROGER CO 39,156
2,767 * SAFEWAY, INC 136,966
100 WINN DIXIE STORES, INC 3,700
---------------
183,028
---------------
FURNITURE AND HOMEFURNISHINGS STORES - 0.07%
200 CIRCUIT CITY STORES-CIRCUIT CITY GROUP 17,662
---------------
GENERAL BUILDING CONTRACTORS - 0.06%
200 CENTEX CORP 7,262
200 KAUFMAN & BROAD HOME CORP 4,712
100 PULTE CORP 2,287
---------------
14,261
---------------
GENERAL MERCHANDISE STORES - 3.32%
300 * CONSOLIDATED STORES CORP 9,675
400 * COSTCO COS, INC 30,825
1,812 DAYTON HUDSON CORP 120,271
300 DILLARDS, INC (CLASS A) 10,968
700 DOLLAR GENERAL CORP 20,037
400 * FEDERATED DEPARTMENT STORES, INC 22,000
200 HARCOURT GENERAL, INC 10,187
500 * K MART CORP 8,531
300 * KOHLS CORP 21,506
400 PENNEY, (J.C.) CO, INC 20,350
300 SEARS ROEBUCK & CO 14,325
12,539 WAL-MART STORES, INC 565,038
---------------
853,713
---------------
HEALTH SERVICES - 0.85%
200 COLUMBIA/HCA HEALTHCARE CORP 4,600
300 * HCR MANOR CARE 7,650
5,561 * HEALTH MANAGEMENT ASSOCIATES, INC (CLASS A)(NEW) 62,213
1,300 * HEALTHSOUTH CORP 18,768
6,513 * TENET HEALTHCARE CORP 124,561
---------------
217,792
---------------
HEAVY CONSTRUCTION, EXCEPT BUILDING - 0.05%
200 FLUOR CORP 8,187
200 MCDERMOTT INTERNATIONAL, INC 5,912
</TABLE>
78
<PAGE> 117
<TABLE>
<S> <C> <C>
---------------
14,099
---------------
HOTELS AND OTHER LODGING PLACES - 0.01%
100 HILTON HOTELS CORP 1,381
---------------
INDUSTRIAL MACHINERY AND EQUIPMENT - 8.74%
4,696 * 3COM CORP 145,282
600 * APPLIED MATERIALS, INC 42,000
900 BAKER HUGHES, INC 29,475
200 BLACK & DECKER CORP 11,925
300 BRUNSWICK CORP 7,762
200 CASE CORP 9,662
400 CATERPILLAR, INC 24,350
3,873 * CISCO SYSTEMS, INC 476,863
2,400 COMPAQ COMPUTER CORP 53,100
400 DEERE & CO 16,600
6,399 * DELL COMPUTER CORP 249,161
1,600 * EMC CORP 94,900
1,600 HEWLETT-PACKARD CO 150,400
300 INGERSOLL-RAND CO 20,437
4,810 * INTERNATIONAL BUSINESS MACHINES CORP 600,047
100 MILACRON, INC 2,218
400 PALL CORP 8,475
400 PITNEY BOWES, INC 25,625
500 TENNECO, INC 12,812
200 TIMKEN CO 4,087
2,849 TYCO INTERNATIONAL LTD 262,464
---------------
2,247,645
---------------
INSTRUMENTS AND RELATED PRODUCTS - 2.62%
2,665 BAXTER INTERNATIONAL, INC 164,397
700 * BOSTON SCIENTIFIC CORP 28,087
600 EASTMAN KODAK CO 42,712
500 GUIDANT CORP 23,000
200 HONEYWELL, INC 24,975
300 * KLA-TENCOR CORP 18,093
1,000 MEDTRONIC, INC 74,375
100 POLAROID CORP 2,625
100 * ST. JUDE MEDICAL, INC 3,625
155 THE SWATCH GROUP AG. (BR) 109,121
3,193 XEROX CORP 182,001
---------------
673,011
---------------
INSURANCE AGENTS, BROKERS AND SERVICE - 0.12%
400 MARSH & MCLENNAN COS, INC 30,875
---------------
INSURANCE CARRIERS - 5.41%
</TABLE>
79
<PAGE> 118
<TABLE>
<S> <C> <C>
200 AETNA, INC 18,687
400 AFLAC, INC 20,000
4,724 ALLSTATE CORP 176,264
400 AMERICAN GENERAL CORP 29,275
2,000 AMERICAN INTERNATIONAL GROUP, INC 242,750
400 AON CORP 16,600
9,330 CAPITAL RE CORP 156,277
100 CHUBB CORP 7,325
300 CIGNA CORP 28,406
9,906 CITIGROUP, INC 465,582
1,000 CONSECO, INC 31,187
500 * HUMANA, INC 6,906
100 LINCOLN NATIONAL CORP 10,525
400 LOEWS CORP 32,100
200 MBIA, INC 13,075
300 MGIC INVESTMENT CORP 13,350
400 PROVIDENT COS, INC 16,750
300 UNITED HEALTHCARE CORP 19,743
1,486 * XL CAPITAL LTD 86,652
---------------
1,391,454
---------------
LUMBER AND WOOD PRODUCTS - 0.91%
3,675 * CHAMPION ENTERPRISES, INC 72,351
300 GEORGIA-PACIFIC CORP (PACKING GROUP) 15,731
300 LOUISIANA PACIFIC CORP 6,825
6,670 MACMILLAN BLOEDEL LTD 118,755
300 WEYERHAEUSER CO 20,156
---------------
233,818
---------------
METAL MINING - 0.05%
300 CYPRUS AMAX MINERALS CO 4,368
500 FREEPORT-MCMORAN COPPER & GOLD, INC (CLASS B) 7,875
---------------
12,243
---------------
MISCELLANEOUS MANUFACTURING INDUSTRIES - 0.28%
200 HASBRO, INC 5,812
100 MATTEL, INC 2,337
700 MINNESOTA MINING & MANUFACTURING CO 63,175
---------------
71,324
---------------
MISCELLANEOUS RETAIL - 0.69%
2,237 CVS CORP 116,463
800 * TOYS R US, INC 18,250
1,600 WALGREEN CO 43,600
---------------
178,313
---------------
</TABLE>
80
<PAGE> 119
<TABLE>
<S> <C> <C>
MOTION PICTURES - 1.20%
3,200 DISNEY (WALT) CO 98,400
100 * KING WORLD PRODUCTIONS, INC 3,575
3,083 * TIME WARNER, INC 205,597
---------------
307,572
---------------
NONDEPOSITORY INSTITUTIONS - 1.34%
700 AMERICAN EXPRESS CO 88,418
1,701 ASSOCIATES FIRST CAPITAL CORP 69,741
500 CAPITAL ONE FINANCIAL CORP 26,187
400 COUNTRYWIDE CREDIT INDUSTRIES, INC 18,100
1,600 FEDERAL NATIONAL MORTGAGE ASSOCIATION 102,600
300 FREDDIE MAC 16,462
500 SLM HOLDINGS CORP 23,343
---------------
344,851
---------------
OIL AND GAS EXTRACTION - 2.13%
3,041 APACHE CORP 113,087
55,000 BRITISH-BORNEO OIL & GAS PLC 176,741
700 HALLIBURTON CO 30,668
300 * ROWAN COS, INC 5,456
3,400 ROYAL DUTCH PETROLEUM CO (NY REGD)ADR 203,362
300 * SCHLUMBERGER LTD 18,900
---------------
548,214
---------------
PAPER AND ALLIED PRODUCTS - 0.43%
200 BOISE CASCADE CORP 8,775
300 CHAMPION INTERNATIONAL CORP 15,656
400 FORT JAMES CORP 14,925
700 INTERNATIONAL PAPER CO 38,150
100 KIMBERLY-CLARK CORP 5,556
100 MEAD CORP 4,225
200 TEMPLE-INLAND, INC 14,412
300 WESTVACO CORP 9,187
---------------
110,886
---------------
PERSONAL SERVICES - 0.07%
300 BLOCK (H&R), INC 14,868
100 SERVICE CORP INTERNATIONAL 1,925
---------------
16,793
---------------
PETROLEUM AND COAL PRODUCTS - 4.84%
200 ASHLAND, INC 8,350
1,660 * BP AMOCO PLC (SPONS ADR) 185,193
</TABLE>
81
<PAGE> 120
<TABLE>
<S> <C> <C>
1,000 CHEVRON CORP 90,687
5,864 EXXON CORP 458,858
5,297 * LYONDELL CHEMICAL CO 115,209
1,818 MOBIL CORP 180,777
400 PHILLIPS PETROLEUM CO 20,075
300 SUNOCO, INC 9,075
2,491 TEXACO, INC 158,645
400 UNOCAL CORP 16,725
---------------
1,243,594
---------------
PRIMARY METAL INDUSTRIES - 0.53%
1,820 * ALCOA, INC 116,025
400 * BETHLEHEM STEEL CORP 3,225
400 ENGELHARD CORP 9,400
300 USX-US STEEL GROUP, INC 8,156
---------------
136,806
---------------
PRINTING AND PUBLISHING - 0.77%
200 DELUXE CORP 7,612
400 GANNETT CO, INC 29,975
200 KNIGHT-RIDDER, INC 11,150
300 MCGRAW HILL COS, INC 16,143
200 TIMES MIRROR CO SERIES A 12,250
1,397 TRIBUNE CO 121,364
---------------
198,494
---------------
RAILROAD TRANSPORTATION - 0.31%
700 BURLINGTON NORTHERN SANTA FE CORP 21,700
300 CSX CORP 13,575
100 KANSAS CITY SOUTHERN INDUSTRIES, INC 6,075
500 NORFOLK SOUTHERN CORP 15,781
400 UNION PACIFIC CORP 22,950
---------------
80,081
---------------
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS - 0.35%
200 GOODRICH (B.F.) CO 8,300
400 ILLINOIS TOOL WORKS, INC 31,800
500 NIKE, INC (CLASS B) 29,906
100 * REEBOK INTERNATIONAL LTD 1,718
300 * SEALED AIR CORP 19,518
---------------
91,242
---------------
SECURITY AND COMMODITY BROKERS - 1.09%
400 FRANKLIN RESOURCES, INC 15,950
500 MERRILL LYNCH & CO, INC 39,125
</TABLE>
82
<PAGE> 121
<TABLE>
<S> <C> <C>
1,673 MORGAN STANLEY, DEAN WITTER, & CO 166,881
600 SCHWAB (CHARLES) CORP 58,950
---------------
280,906
---------------
STONE, CLAY, AND GLASS PRODUCTS - 0.19%
400 CORNING, INC 24,350
200 OWENS CORNING CO 7,325
500 * OWENS ILLINOIS, INC 16,593
---------------
48,268
---------------
TOBACCO PRODUCTS - 0.48%
2,500 PHILIP MORRIS COS, INC 104,687
600 UST, INC 19,425
---------------
124,112
---------------
TRANSPORTATION BY AIR - 0.66%
300 * AMR CORP 20,137
819 * CONTINENTAL AIRLINES, INC (CLASS B) 31,480
300 DELTA AIRLINES, INC 17,625
500 * FDX CORP 28,062
1,822 SOUTHWEST AIRLINES CO 59,556
300 * U.S. AIRWAYS GROUP, INC 14,025
---------------
170,885
---------------
TRANSPORTATION EQUIPMENT - 2.65%
2,725 ALLIED SIGNAL, INC 185,271
400 BOEING CO 17,200
1,005 * DAIMLERCHRYSLER (U.S.A.) 89,570
200 DANAHER CORP 12,650
900 DELPHI AUTOMOTIVE SYSTEMS CORP 16,931
1,900 FORD MOTOR CO 104,381
400 GENERAL DYNAMICS CORP 26,650
1,000 GENERAL MOTORS CORP 63,750
1,206 * GENERAL MOTORS CORP (CLASS H) 68,289
200 * NAVISTAR INTERNATIONAL CORP 10,362
200 PACCAR, INC 10,862
300 TEXTRON, INC 24,825
300 TRW, INC 16,125
500 UNITED TECHNOLOGIES CORP 33,593
---------------
680,459
---------------
WATER TRANSPORTATION - 0.19%
1,000 CARNIVAL CORP (CLASS A) 48,500
---------------
</TABLE>
83
<PAGE> 122
<TABLE>
<S> <C> <C> <C> <C>
WHOLESALE TRADE-DURABLE GOODS - 0.09%
100 BRIGGS & STRATTON CORP 6,175
300 GRAINGER (W.W.), INC 17,268
---------------
23,443
---------------
WHOLESALE TRADE-NONDURABLE GOODS - 1.02%
3,249 CARDINAL HEALTH, INC 184,786
600 * ENRON CORP 45,975
200 MCKESSON HBOC, INC 6,839
400 SUPERVALU, INC 10,450
500 SYSCO CORP 15,250
---------------
263,300
---------------
TOTAL COMMON STOCK 25,071,031
(Cost $ 24,375,526) ----------------
MATURITY VALUE
PRINCIPAL RATE DATE
------------- ------ -------- --------------
SHORT TERM INVESTMENT - 2.92%
U.S. GOVERNMENT AGENCY - 2.92%
FEDERAL HOME LOAN BANK
$ 750,000 4.550% 06/22/99 750,000
---------------
TOTAL SHORT TERM INVESTMENT 750,000
(Cost $ 750,000) ----------------
TOTAL PORTFOLIO $ 25,821,031
(Cost $ 25,125,526) ================
</TABLE>
----------------
* Non-income producing
84
<PAGE> 123
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL EQUITY INDEX FUND
JUNE 21, 1999
SUMMARY BY INDUSTRY
<TABLE>
<CAPTION>
VALUE %
--------------- -----
<S> <C> <C>
COMMON STOCK
AMUSEMENT AND RECREATION SERVICES $ 13,937 0.05%
APPAREL AND ACCESSORY STORES 125,468 0.49
APPAREL AND OTHER TEXTILE PRODUCTS 18,325 0.07
AUTO REPAIR, SERVICES AND PARKING 5,675 0.02
AUTOMOTIVE DEALERS AND SERVICE STATIONS 24,055 0.09
BUILDING MATERIALS AND GARDEN SUPPLIES 265,974 1.04
BUSINESS SERVICES 2,060,856 8.02
CHEMICALS AND ALLIED PRODUCTS 3,180,079 12.38
COMMUNICATIONS 3,327,675 12.95
DEPOSITORY INSTITUTIONS 2,076,281 8.08
EATING AND DRINKING PLACES 212,365 0.83
ELECTRIC, GAS, AND SANITARY SERVICES 908,947 3.54
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT 1,983,302 7.72
ENGINEERING AND MANAGEMENT SERVICES 22,168 0.09
FABRICATED METAL PRODUCTS 186,704 0.73
FOOD AND KINDRED PRODUCTS 896,100 3.49
FOOD STORES 204,547 0.80
FORESTRY 4,925 0.02
FURNITURE AND FIXTURES 17,168 0.07
FURNITURE AND HOMEFURNISHINGS STORES 65,668 0.26
GENERAL BUILDING CONTRACTORS 7,568 0.03
GENERAL MERCHANDISE STORES 613,225 2.39
HEALTH SERVICES 72,819 0.28
HEAVY CONSTRUCTION, EXCEPT BUILDING 8,187 0.03
HOLDING AND OTHER INVESTMENT OFFICES 95,836 0.37
HOTELS AND OTHER LODGING PLACES 50,755 0.20
INDUSTRIAL MACHINERY AND EQUIPMENT 2,051,522 7.99
INSTRUMENTS AND RELATED PRODUCTS 579,589 2.26
INSURANCE AGENTS, BROKERS AND SERVICE 46,312 0.18
INSURANCE CARRIERS 1,320,979 5.14
LOCAL AND INTERURBAN PASSENGER TRANSIT 4,268 0.02
LUMBER AND WOOD PRODUCTS 59,118 0.23
METAL MINING 10,737 0.04
MISCELLANEOUS MANUFACTURING INDUSTRIES 122,343 0.48
MISCELLANEOUS RETAIL 229,366 0.89
MOTION PICTURES 300,962 1.17
NONDEPOSITORY INSTITUTIONS 564,361 2.20
NONMETALLIC MINERALS, EXCEPT FUELS 14,156 0.06
OIL AND GAS EXTRACTION 161,608 0.63
PAPER AND ALLIED PRODUCTS 229,065 0.89
PERSONAL SERVICES 33,787 0.13
PETROLEUM AND COAL PRODUCTS 1,071,809 4.17
PRIMARY METAL INDUSTRIES 90,016 0.35
PRINTING AND PUBLISHING 185,902 0.72
RAILROAD TRANSPORTATION 131,706 0.51
</TABLE>
85
<PAGE> 124
<TABLE>
<S> <C> <C>
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS 114,260 0.44
SECURITY AND COMMODITY BROKERS 437,927 1.70
STONE, CLAY, AND GLASS PRODUCTS 61,954 0.24
TEXTILE MILL PRODUCTS 5,718 0.02
TOBACCO PRODUCTS 247,700 0.96
TRANSPORTATION BY AIR 127,767 0.50
TRANSPORTATION EQUIPMENT 794,042 3.09
TRANSPORTATION SERVICES 8,681 0.03
TRUCKING AND WAREHOUSING 8,093 0.03
WHOLESALE TRADE-DURABLE GOODS 49,757 0.19
WHOLESALE TRADE-NONDURABLE GOODS 162,478 0.63
---------------- ------
TOTAL COMMON STOCK 25,674,592 99.93
---------------- ------
(Cost $ 24,999,713)
SHORT TERM INVESTMENT
U.S. GOVERNMENT AGENCY 400,000 1.56
---------------- ------
TOTAL SHORT TERM INVESTMENT 400,000 1.56
---------------- ------
(Cost $ 400,000)
TOTAL PORTFOLIO 26,074,592 101.49
(Cost $ 25,399,713)
OTHER ASSETS & LIABILITIES, NET (383,013) (1.49)
---------------- ------
NET ASSETS $ 25,691,579 100.00%
================ ======
</TABLE>
86
<PAGE> 125
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL EQUITY INDEX FUND
JUNE 21, 1999
<TABLE>
<CAPTION>
VALUE
SHARES
------------- --------------
<S> <C> <C>
COMMON STOCK - 99.93%
AMUSEMENT AND RECREATION SERVICES - 0.05%
300 * HARRAH'S ENTERTAINMENT, INC $ 6,337
400 * MIRAGE RESORT, INC 7,600
---------------
13,937
---------------
APPAREL AND ACCESSORY STORES - 0.49%
200 * ABERCROMBIE & FITCH CO (CLASS A) 9,062
100 * AMERICAN EAGLE OUTFITTERS, INC 4,850
1,000 GAP, INC 71,000
100 INTIMATE BRANDS, INC (CLASS A) 5,075
100 * PAYLESS SHOESOURCE, INC 5,406
100 ROSS STORES, INC 4,725
800 TJX COS, INC 25,350
---------------
125,468
---------------
APPAREL AND OTHER TEXTILE PRODUCTS - 0.07%
200 * JONES APPAREL GROUP, INC 6,650
100 LIZ CLAIBORNE, INC 3,725
200 VF CORP 7,950
---------------
18,325
---------------
AUTO REPAIR, SERVICES AND PARKING - 0.02%
200 RYDER SYSTEM, INC 5,675
---------------
AUTOMOTIVE DEALERS AND SERVICE STATIONS - 0.09%
900 * AUTONATION, INC 15,243
300 * AUTOZONE, INC 8,812
---------------
24,055
---------------
BUILDING MATERIALS AND GARDEN SUPPLIES - 1.04%
</TABLE>
87
<PAGE> 126
<TABLE>
<S> <C> <C>
100 FASTENAL CO 4,912
3,500 HOME DEPOT, INC 216,562
800 LOWES COS, INC 44,500
---------------
265,974
---------------
BUSINESS SERVICES - 8.02%
100 ADOBE SYSTEMS, INC 8,293
100 * AFFILIATED COMPUTER SERVICES, INC (CLASS A) 4,793
2,500 * AMERICA ONLINE, INC 288,437
500 * ASCEND COMMUNICATIONS, INC 53,812
1,500 AUTOMATIC DATA PROCESSING, INC 62,250
600 * BMC SOFTWARE, INC 29,625
500 * CADENCE DESIGN SYSTEMS, INC 6,968
300 * CERIDIAN CORP 10,406
100 * CHECKFREE HOLDINGS CORP 4,025
200 * CITRIX SYSTEMS, INC 11,162
200 * CMGI, INC 20,600
100 * CNET, INC 5,506
200 * COMDISCO, INC 4,812
1,000 * COMPUTER ASSOCIATES INTERNATIONAL, INC 52,375
400 * COMPUTER SCIENCES CORP 26,250
800 * COMPUWARE CORP 24,050
300 * CONVERGYS CORP 6,487
100 * DOUBLECLICK, INC 9,437
100 * DST SYSTEMS, INC 5,668
100 * ELECTRONIC ARTS, INC 5,106
900 ELECTRONIC DATA SYSTEMS CORP 52,650
100 * ELECTRONICS FOR IMAGING, INC 5,075
300 EQUIFAX, INC 10,481
1,000 FIRST DATA CORP 47,000
300 * FISERV, INC 10,912
100 * I2 TECHNOLOGIES, INC 4,087
800 IMS HEALTH, INC 24,450
100 * INFOSEEK CORP 4,912
500 * INKTOMI CORP 56,562
300 INTERPUBLIC GROUP OF COS, INC 24,187
100 * INTUIT, INC 8,450
100 * LAMAR ADVERTISING CO (CLASS A) 4,025
100 * LEGATO SYSTEMS, INC 5,625
100 * LYCOS, INC 9,662
100 * MACROMEDIA, INC 4,000
200 MANPOWER, INC 4,587
100 * MEDQUIST, INC 4,200
7,600 * MICROSOFT CORP 675,925
100 NATIONAL DATA CORP 4,581
100 * NETWORK APPLIANCE, INC 4,662
300 * NETWORKS ASSOCIATES, INC 4,443
700 * NEWELL RUBBERMAID, INC 32,681
200 * NOVA CORP (GEORGIA) 4,775
800 * NOVELL, INC 20,100
400 OMNICOM GROUP, INC 29,950
2,500 * ORACLE CORP 85,312
100 * OUTDOOR SYSTEMS, INC 3,137
</TABLE>
88
<PAGE> 127
<TABLE>
<S> <C> <C>
600 * PARAMETRIC TECHNOLOGY CORP 8,850
500 PAYCHEX, INC 14,375
400 * PEOPLESOFT, INC 7,000
100 * PSINET, INC 4,487
200 * RATIONAL SOFTWARE CORP 6,700
200 * ROBERT HALF INTERNATIONAL, INC 5,850
100 SHARED MEDICAL SYSTEMS CORP 6,325
100 * SIEBEL SYSTEMS, INC 6,103
100 SOTHEBYS HOLDINGS, INC (CLASS A) 3,856
200 * STERLING COMMERCE, INC 7,300
1,900 * SUN MICROSYSTEMS, INC 130,268
200 * SUNGARD DATA SYSTEMS, INC 6,725
100 * SYNOPSYS, INC 5,687
100 * VALASSIS COMMUNICATIONS, INC 3,875
100 * VERITAS SOFTWARE CORP 9,300
300 * YAHOO, INC 47,662
---------------
2,060,856
---------------
CHEMICALS AND ALLIED PRODUCTS - 12.38%
3,600 ABBOTT LABORATORIES CO 159,075
600 AIR PRODUCTS & CHEMICALS, INC 27,787
200 ALLERGAN, INC 21,212
200 * ALZA CORP 9,237
3,000 AMERICAN HOME PRODUCTS CORP 158,250
1,100 * AMGEN, INC 58,162
500 AVON PRODUCTS, INC 26,875
200 * BIOGEN, INC 23,575
4,300 BRISTOL MYERS SQUIBB CO 291,593
200 CABOT CORP 4,875
100 * CENTOCOR, INC 4,937
200 CLOROX CO 19,037
700 COLGATE PALMOLIVE CO 70,131
200 DIAL CORP 6,750
500 DOW CHEMICAL CO 63,937
2,700 DU PONT (E.I.) DE NEMOURS & CO 189,506
200 EASTMAN CHEMICAL CO 11,075
200 ECOLAB, INC 8,700
100 * FMC CORP 6,768
100 * FOREST LABORATORIES, INC 4,412
200 * GENZYME CORP (GENERAL DIVISION) 9,925
100 * GILEAD SCIENCES, INC 5,012
100 GREAT LAKES CHEMICAL CORP 4,700
200 HERCULES, INC 7,650
200 ICN PHARMACEUTICALS, INC 6,425
100 * IMMUNEX CORP 12,325
200 INTERNATIONAL FLAVORS & FRAGRANCES, INC 8,600
3,200 JOHNSON & JOHNSON CO 288,400
200 LAUDER (ESTEE) CO (CLASS A) 9,212
2,200 LILLY (ELI) & CO 148,775
200 MALLINCKRODT, INC 7,212
100 * MEDIMMUNE, INC 6,746
5,700 MERCK & CO, INC 396,506
200 MILLENNIUM CHEMICAL, INC 5,225
</TABLE>
89
<PAGE> 128
<TABLE>
<S> <C> <C>
1,400 MONSANTO CO 56,962
300 MYLAN LABORATORIES, INC 7,725
100 NALCO CHEMICAL CORP 3,556
3,100 PFIZER, INC 302,250
1,200 PHARMACIA & UPJOHN, INC 65,775
400 PPG INDUSTRIES, INC 24,975
400 PRAXAIR, INC 19,675
3,200 PROCTER & GAMBLE CO 278,200
200 ROHM & HAAS CO 9,500
3,500 SCHERING-PLOUGH CORP 160,562
100 * SEPRACOR, INC 7,450
300 SHERWIN-WILLIAMS CO 8,381
200 SIGMA ALDRICH CORP 6,687
300 UNION CARBIDE CORP 15,262
100 VALSPAR CORP 3,737
1,800 WARNER-LAMBERT CO 118,800
200 * WATSON PHARMACEUTICALS, INC 7,975
---------------
3,180,079
---------------
COMMUNICATIONS - 12.95%
100 * ADELPHIA COMMUNICATIONS CORP (CLASS A) 6,437
100 ALIANT COMMUNICATIONS, INC 4,743
600 * ALLTEL CORP 43,537
2,600 AMERITECH CORP 180,537
100 * ASSOCIATED GROUP, INC (CLASS A) 6,437
7,600 AT & T CORP 429,400
2,800 * AT & T CORP - LIBERTY MEDIA (CLASS A) 98,000
3,700 BELL ATLANTIC CORP 225,468
4,200 BELLSOUTH CORP 188,737
300 * CABLEVISION SYSTEMS CORP (CLASS A) 20,962
1,700 CBS CORP 73,737
300 * CENTURYTEL, INC 12,131
300 CINCINNATI BELL, INC 7,481
600 * CLEAR CHANNEL COMMUNICATIONS, INC 40,575
1,700 COMCAST CORP (CLASS A) SPECIAL 63,856
300 * COX COMMUNICATIONS, INC (CLASS A) 10,631
200 * EXCITE AT HOME 11,575
100 * EXODUS COMMUNICATIONS, INC 9,037
1,000 * FOX ENTERTAINMENT GROUP, INC (CLASS A) 26,000
400 FRONTIER CORP 23,125
200 * GLOBAL TELESYSTEMS GROUP, INC 18,300
2,300 GTE CORP 163,731
1,000 * INFINITY BROADCASTING CORP (CLASS A) 26,187
100 * IXC COMMUNICATIONS, INC 3,887
800 * LEVEL 3 COMMUNICATIONS, INC 59,500
6,400 LUCENT TECHNOLOGIES, INC 418,400
4,500 * MCI WORLDCOM, INC 435,375
100 * MCLEODUSA, INC (CLASS A) 5,500
1,300 * MEDIA ONE GROUP, INC 98,231
100 * METROMEDIA FIBER NETWORK (CLASS A) 4,481
300 * NEXTEL COMMUNICATIONS, INC (CLASS A) 13,256
100 * NEXTLINK COMMUNICATIONS, INC 7,987
200 * NTL, INC 19,500
</TABLE>
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<TABLE>
<S> <C> <C>
200 * QWEST COMMUNICATIONS INTERNATIONAL, INC 7,325
100 * RCN CORP 4,575
4,700 SBC COMMUNICATIONS, INC 258,793
1,700 SPRINT CORP (FON GROUP) 91,800
800 * SPRINT CORP (PCS GROUP) 45,300
100 TCA CABLE TV, INC 5,456
100 TELEPHONE & DATA SYSTEMS, INC 6,600
100 * TV GUIDE, INC 3,637
1,200 U.S. WEST, INC 69,975
200 * U.S.A. NETWORKS, INC 8,062
100 * UNIVISION COMMUNICATIONS, INC 5,862
1,200 * VIACOM, INC (CLASS B) 47,550
400 * WESTERN WIRELESS CORP (CLASS A) 11,037
100 * WINSTAR COMMUNICATIONS, INC 4,962
---------------
3,327,675
---------------
DEPOSITORY INSTITUTIONS - 8.08%
400 AMSOUTH BANCORP 9,500
100 ASSOCIATED BANC-CORP 4,034
100 ASTORIA FINANCIAL CORP 4,387
4,200 * BANK OF AMERICA CORP 301,350
1,700 BANK OF NEW YORK CO, INC 63,962
2,800 BANK ONE CORP 160,825
100 BANK UNITED CORP (CLASS A) 3,993
700 BANKBOSTON CORP 34,956
700 BB&T CORP 24,850
100 CCB FINANCIAL CORP 5,337
100 CENTURA BANKS, INC 5,756
400 CHARTER ONE FINANCIAL, INC 11,250
2,000 CHASE MANHATTAN CORP 167,000
100 CITY NATIONAL CORP 3,850
100 CNB BANCSHARES, INC 5,512
300 COMERICA, INC 18,187
100 COMPASS BANCSHARES, INC 2,687
300 * CONCORD EFS, INC 11,250
100 CULLEN FROST BANKERS, INC 5,475
200 DIME BANCORP, INC 4,287
500 FIFTH THIRD BANCORP 32,218
200 FIRST AMERICAN CORP 8,562
400 FIRST SECURITY CORP 9,787
300 FIRST TENNESSEE NATIONAL CORP 11,681
2,200 FIRST UNION CORP 96,387
1,500 FIRSTAR CORP 42,281
200 FIRSTMERIT CORP 5,612
1,400 FLEET FINANCIAL GROUP, INC 60,462
300 * GOLDEN STATE BANCORP, INC 7,162
100 GOLDEN WEST FINANCIAL CORP 9,725
200 GREENPOINT FINANCIAL CORP 6,900
300 HIBERNIA CORP (CLASS A) 4,818
100 * HUDSON UNITED BANCORP 3,487
500 HUNTINGTON BANCSHARES, INC 18,218
1,100 KEYCORP 37,262
300 MARSHALL & ILSLEY CORP 20,737
</TABLE>
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<TABLE>
<S> <C> <C>
1,500 MBNA CORP 46,125
1,300 MELLON BANK CORP 45,662
300 MERCANTILE BANCORP, INC 17,231
100 MERCANTILE BANKSHARES CORP 3,537
400 MORGAN (J.P.) & CO, INC 54,375
800 NATIONAL CITY CORP 52,300
200 NATIONAL COMMERCE BANCORP 4,525
300 NORTH FORK BANCORP, INC 6,281
200 NORTHERN TRUST CORP 19,075
200 OLD KENT FINANCIAL CORP 8,750
100 OLD NATIONAL BANCORP 3,156
100 ONE VALLEY BANCORP, INC 4,000
200 PACIFIC CENTURY FINANCIAL CORP 4,525
100 PEOPLES BANK OF BRIDGEPORT CO 3,112
700 PNC BANK CORP 40,643
300 POPULAR, INC 9,037
300 PROVIDIAN FINANCIAL CORP 27,825
500 REGIONS FINANCIAL CORP 18,875
300 REPUBLIC NEW YORK CORP 20,381
400 SOUTHTRUST CORP 15,500
400 STATE STREET CORP 33,125
400 SUMMIT BANCORP 17,075
800 SUNTRUST BANKS, INC 55,050
500 SYNOVUS FINANCIAL CORP 10,218
200 TCF FINANCIAL CORP 5,775
1,600 U.S. BANCORP 54,500
300 UNION PLANTERS CORP 12,900
400 WACHOVIA CORP 34,725
1,400 WASHINGTON MUTUAL, INC 51,012
3,600 WELLS FARGO CO 152,550
100 WESTAMERICA BANCORP 3,687
100 WILMINGTON TRUST CORP 5,693
200 ZIONS BANCORP 11,309
---------------
2,076,281
---------------
EATING AND DRINKING PLACES - 0.83%
100 APPLEBEES INTERNATIONAL, INC 3,087
300 DARDEN RESTAURANTS, INC 6,712
600 MARRIOTT INTERNATIONAL (CLASS A) 22,500
3,300 MCDONALD'S CORP 137,156
200 * OUTBACK STEAKHOUSE, INC 7,418
400 * TRICON GLOBAL RESTAURANTS, INC 19,500
100 * U.S. FOODSERVICE, INC 4,218
200 VIAD CORP 6,012
200 WENDYS INTERNATIONAL, INC 5,762
---------------
212,365
---------------
ELECTRIC, GAS, AND SANITARY SERVICES - 3.54%
300 * AES CORP 16,781
300 ALLEGHENY ENERGY, INC 10,312
200 * ALLIANT ENERGY CORP 6,012
</TABLE>
92
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<TABLE>
<S> <C> <C>
300 * ALLIED WASTE INDUSTRIES, INC 5,718
300 AMEREN CORP 11,737
400 AMERICAN ELECTRIC POWER CO, INC 16,850
100 * CALPINE CORP 4,937
300 CAROLINA POWER & LIGHT CO 13,050
500 CENTRAL & SOUTH WEST CORP 12,718
300 CINERGY CORP 9,881
200 CMS ENERGY CORP 8,662
500 COASTAL CORP 20,500
200 COLUMBIA ENERGY GROUP 12,525
600 CONSOLIDATED EDISON CO OF N.Y., INC 27,787
200 CONSOLIDATED NATURAL GAS CO 12,062
300 CONSTELLATION ENERGY GROUP 9,018
500 DOMINION RESOURCES, INC 22,312
300 DPL, INC 5,831
200 DQE, INC 8,575
300 DTE ENERGY CO 12,806
800 DUKE ENERGY CORP 45,400
800 EDISON INTERNATIONAL CO 22,700
200 EL PASO ENERGY CORP 7,537
300 ENERGY EAST CORP 8,025
600 ENTERGY CORP 19,087
100 EQUITABLE RESOURCES, INC 3,587
500 FIRSTENERGY CORP 15,656
200 FLORIDA PROGRESS CORP 8,462
400 FPL GROUP, INC 22,800
300 GPU, INC 12,937
100 HAWAIIAN ELECTRIC INDUSTRIES, INC 3,575
300 KEYSPAN CORP 8,118
300 LOUISVILLE GAS & ELECTRIC ENERGY CORP 6,712
200 MCN ENERGY GROUP, INC 4,262
200 MINNESOTA POWER, INC 4,112
100 MONTANA POWER CO 7,025
100 NATIONAL FUEL GAS CO 4,968
200 NEW CENTURY ENERGIES, INC 7,925
100 NEW ENGLAND ELECTRIC SYSTEMS CO 5,068
400 * NIAGARA MOHWAK HOLDINGS, INC 6,200
100 NICOR, INC 3,825
300 * NISOURCE, INC 8,212
300 * NORTHEAST UTILITIES CO 5,343
300 NORTHERN STATES POWER CO 7,631
200 OGE ENERGY CORP 5,000
600 PACIFICORP 11,550
500 PECO ENERGY CO 23,062
100 PEOPLES ENERGY CORP 3,806
800 PG&E CORP 26,400
200 PINNACLE WEST CAPITAL CORP 8,150
300 POTOMAC ELECTRIC POWER CO 8,962
300 PP&L RESOURCES, INC 9,393
500 PUBLIC SERVICE ENTERPRISE GROUP, INC 20,656
200 PUGET SOUND ENERGY, INC 5,062
200 QUESTAR CORP 3,825
600 * RELIANT ENERGY, INC 16,800
200 SCANA CORP 5,050
500 SEMPRA ENERGY 11,406
</TABLE>
93
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<TABLE>
<S> <C> <C>
200 SONAT, INC 7,287
1,700 SOUTHERN CO 47,387
300 TECO ENERGY, INC 6,956
700 TEXAS UTILITIES CO 29,881
500 UNICOM CORP 20,187
200 UTILICORP UNITED, INC 5,000
1,400 WASTE MANAGEMENT, INC 78,137
1,000 WILLIAMS COS, INC 49,125
200 WISCONSIN ENERGY CORP 5,512
100 WPS RESOURCES CORP 3,112
---------------
908,947
---------------
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT - 7.72%
300 * ADC TELECOMMUNICATIONS, INC 14,137
300 * ADVANCED MICRO DEVICES, INC 5,737
300 ALLEGHENY TELEDYNE, INC 6,600
500 * ALTERA CORP 18,812
300 * AMERICAN POWER CONVERSION CORP 6,281
300 * AMERICAN TOWER SYSTEMS (CLASS A) 7,687
400 * ANALOG DEVICES, INC 18,950
200 * ATMEL CORP 4,750
200 * CIENA CORP 6,325
100 * COMVERSE TECHNOLOGY, INC 7,500
200 COOPER INDUSTRIES, INC 10,625
100 DALLAS SEMICONDUCTOR CORP 4,962
900 EMERSON ELECTRIC CO 61,031
7,100 GENERAL ELECTRIC CO 749,493
300 * GENERAL INSTRUMENT CORP 13,106
200 HARRIS CORP 7,575
100 HUBBELL, INC (CLASS B) 4,318
7,200 INTEL CORP 409,050
100 * JABIL CIRCUIT, INC 4,625
100 * LEVEL ONE COMMUNICATIONS, INC 4,687
400 LINEAR TECHNOLOGY CO 25,600
300 * LSI LOGIC CORP 13,500
300 * MAXIM INTEGRATED PRODUCTS 19,293
200 MAYTAG CO 13,275
100 * MICROCHIP TECHNOLOGY, INC 4,918
500 * MICRON TECHNOLOGY, INC 23,593
100 * MMC NETWORKS, INC 3,587
200 MOLEX, INC 6,712
1,400 MOTOROLA, INC 135,187
300 * NATIONAL SEMICONDUCTOR CORP 7,050
100 NATIONAL SERVICE INDUSTRIES, INC 3,718
100 * PMC-SIERRA, INC 6,000
300 * QUALCOMM, INC 39,150
200 RAYCHEM CORP 7,212
100 * SANMINA CORP 8,121
100 * SCI SYSTEMS, INC 4,818
200 SCIENTIFIC-ATLANTA, INC 7,400
100 * SDL, INC 5,487
600 * SOLECTRON CORP 40,200
800 * TELLABS, INC 56,100
</TABLE>
94
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<TABLE>
<S> <C> <C>
900 TEXAS INSTRUMENTS, INC 122,850
100 THOMAS & BETTS CORP 4,718
100 * UNIPHASE CORP 15,400
200 * VITESSE SEMICONDUCTOR CORP 13,450
200 WHIRLPOOL CORP 13,250
300 * XILINX, INC 16,462
---------------
1,983,302
---------------
ENGINEERING AND MANAGEMENT SERVICES - 0.09%
100 EG & G, INC 3,106
200 * QUINTILES TRANSNATIONAL CORP 8,150
600 SERVICEMASTER CO 10,912
---------------
22,168
---------------
FABRICATED METAL PRODUCTS - 0.73%
100 BALL CORP 4,793
200 CROWN CORK & SEAL CO, INC 6,625
2,700 GILLETTE CO 114,243
800 MASCO CORP 23,150
200 PARKER-HANNIFIN CORP 9,412
400 ROCKWELL INTERNATIONAL CORP 24,800
100 SNAP-ON, INC 3,681
---------------
186,704
---------------
FOOD AND KINDRED PRODUCTS - 3.49%
1,100 ANHEUSER BUSCH COS, INC 78,237
1,300 ARCHER DANIELS MIDLAND CO 19,662
700 BESTFOODS, INC 35,175
100 BROWN FORMAN, INC (CLASS B) 6,425
500 CAMPBELL SOUP CO 22,062
5,500 COCA COLA CO 338,593
500 COCA COLA ENTERPRISES, INC 16,562
1,200 CONAGRA, INC 32,175
100 DEAN FOODS CO 4,018
200 FLOWERS INDUSTRIES, INC 4,175
400 GENERAL MILLS, INC 31,850
700 HEINZ (H.J.) CO 33,906
200 HERSHEY FOODS CORP 11,425
100 IBP, INC 2,231
500 KELLOGG CO 16,000
100 NABISCO HOLDINGS CORP (CLASS A) 4,312
3,500 PEPSICO, INC 124,687
300 QUAKER OATS CO 20,362
600 RALSTON PURINA CO 17,625
2,200 SARA LEE CORP 53,487
100 * SMITHFIELD FOODS, INC 3,106
200 WHITMAN CORP 3,425
200 WRIGLEY (WM) JR CO 16,600
---------------
</TABLE>
95
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<TABLE>
<S> <C> <C>
896,100
---------------
FOOD STORES - 0.80%
500 ALBERTSONS, INC 27,968
700 AMERICAN STORES CO 24,543
800 FOOD LION, INC (CLASS B) 9,650
100 HANNAFORD BROTHERS, INC 5,443
900 * KROGER CO 50,343
1,200 * SAFEWAY, INC 59,400
400 * STARBUCKS CORP 15,400
100 * WHOLE FOODS MARKET, INC 4,400
200 * WINN DIXIE STORES, INC 7,400
---------------
204,547
---------------
FORESTRY - 0.02%
200 GEORGIA-PACIFIC CORP (TIMBER GROUP) 4,925
---------------
FURNITURE AND FIXTURES - 0.07%
100 * LEAR CORP 4,912
300 LEGGETT & PLATT, INC 7,931
200 MILLER (HERMAN), INC 4,325
---------------
17,168
---------------
FURNITURE AND HOMEFURNISHINGS STORES - 0.26%
200 * BED BATH & BEYOND, INC 7,500
300 * BEST BUY, INC 17,831
200 CIRCUIT CITY STORES-CIRCUIT CITY GROUP 17,662
100 * LINENS N THINGS, INC 4,675
200 TANDY CORP 18,000
---------------
65,668
---------------
GENERAL BUILDING CONTRACTORS - 0.03%
100 CENTEX CORP 3,631
100 HILLENBRAND INDUSTRIES, INC 3,937
---------------
7,568
---------------
GENERAL MERCHANDISE STORES - 2.39%
200 * CONSOLIDATED STORES CORP 6,450
500 * COSTCO COS, INC 38,531
1,100 DAYTON HUDSON CORP 73,012
200 DILLARDS, INC (CLASS A) 7,312
400 DOLLAR GENERAL CORP 11,450
100 * DOLLAR TREE STORES, INC 4,162
300 * FAMILY DOLLAR STORES, INC 7,031
500 * FEDERATED DEPARTMENT STORES, INC 27,500
</TABLE>
96
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<TABLE>
<S> <C> <C>
100 HARCOURT GENERAL, INC 5,093
1,100 * K MART CORP 18,768
300 * KOHLS CORP 21,506
800 MAY DEPARTMENT STORES CO 32,950
500 PENNEY, (J.C.) CO, INC 25,437
300 * SAKS, INC 8,118
900 SEARS ROEBUCK & CO 42,975
100 * SHOPKO STORES, INC 3,543
6,200 WAL-MART STORES, INC 279,387
---------------
613,225
---------------
HEALTH SERVICES - 0.28%
1,300 COLUMBIA/HCA HEALTHCARE CORP 29,900
100 * EXPRESS SCRIPTS, INC 5,846
200 * HCR MANOR CARE 5,100
500 * HEALTH MANAGEMENT ASSOCIATES, INC (CLASS A)(NEW) 5,593
900 * HEALTHSOUTH CORP 12,993
700 * TENET HEALTHCARE CORP 13,387
---------------
72,819
---------------
HEAVY CONSTRUCTION, EXCEPT BUILDING - 0.03%
200 FLUOR CORP 8,187
---------------
HOLDING AND OTHER INVESTMENT OFFICES - 0.37%
100 APARTMENT INVESTMENT & MANAGEMENT CO 4,350
200 ARCHSTONE COMMUNITIES TRUST 4,425
100 AVALONBAY COMMUNITIES, INC 3,575
200 CORNERSTONE PROPERTIES, INC 3,250
100 COUSINS PROPERTIES, INC 3,600
200 DUKE REALTY INVESTMENTS, INC 4,525
600 EQUITY OFFICE PROPERTIES TRUST 15,900
300 EQUITY RESIDENTIAL PROPERTIES TRUST CO 13,612
100 GENERAL GROWTH PROPERTIES, INC 3,787
300 HRPT PROPERTIES TRUST 4,500
100 KIMCO REALTY CORP 3,931
200 NEW PLAN EXCEL REALTY TRUST 3,950
100 POST PROPERTIES, INC 4,100
200 PUBLIC STORAGE, INC 5,750
400 STARWOOD HOTELS & RESORTS WORLDWIDE 12,375
100 WEINGARTEN REALTY INVESTORS, INC 4,206
---------------
95,836
---------------
HOTELS AND OTHER LODGING PLACES - 0.20%
1,700 * CENDANT CORP 32,831
400 HILTON HOTELS CORP 5,525
200 * MANDALAY RESORT GROUP 4,750
500 * PARK PLACE ENTERTAINMENT 4,968
100 * PROMUS HOTEL CORP 2,681
</TABLE>
97
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<TABLE>
<S> <C> <C>
---------------
50,755
---------------
INDUSTRIAL MACHINERY AND EQUIPMENT - 7.99%
900 * 3COM CORP 27,843
200 * ADAPTEC, INC 6,900
200 * AMERICAN STANDARD COS, INC 9,787
300 * APPLE COMPUTER, INC 13,950
900 * APPLIED MATERIALS, INC 63,000
700 BAKER HUGHES, INC 22,925
200 BLACK & DECKER CORP 11,925
200 BRUNSWICK CORP 5,175
300 * CABLETRON SYSTEMS, INC 4,406
200 CASE CORP 9,662
900 CATERPILLAR, INC 54,787
3,600 * CISCO SYSTEMS, INC 443,250
4,100 COMPAQ COMPUTER CORP 90,712
100 * COOPER CAMERON CORP 3,787
100 CUMMINS ENGINE CO, INC 5,712
500 DEERE & CO 20,750
5,100 * DELL COMPUTER CORP 198,581
500 DOVER CORP 19,625
2,400 * EMC CORP 142,350
200 * GATEWAY, INC 13,075
2,100 HEWLETT-PACKARD CO 197,400
400 INGERSOLL-RAND CO 27,250
4,000 INTERNATIONAL BUSINESS MACHINES CORP 499,000
100 KAYDON CORP 3,462
300 * LEXMARK INTERNATIONAL GROUP (CLASS A) 20,868
100 * NOVELLUS SYSTEMS, INC 6,887
300 PALL CORP 6,356
100 PENTAIR, INC 4,343
600 PITNEY BOWES, INC 38,437
400 * QUANTUM CORP 10,025
500 * SEAGATE TECHNOLOGY, INC 14,968
400 * SILICON GRAPHICS, INC 5,350
100 * SMITH INTERNATIONAL, INC 4,406
200 SYMBOL TECHNOLOGIES, INC 7,475
400 TENNECO, INC 10,250
600 * UNISYS CORP 22,800
100 YORK INTERNATIONAL CORP 4,043
---------------
2,051,522
---------------
INSTRUMENTS AND RELATED PRODUCTS - 2.26%
100 BARD (C.R.), INC 4,256
100 BAUSCH & LOMB, INC 7,031
700 BAXTER INTERNATIONAL, INC 43,181
100 BECKMAN COULTER, INC 5,062
600 BECTON DICKINSON & CO 18,000
200 BIOMET, INC 8,337
600 * BOSTON SCIENTIFIC CORP 24,075
800 EASTMAN KODAK CO 56,950
</TABLE>
98
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<TABLE>
<S> <C> <C>
700 GUIDANT CORP 32,200
300 HONEYWELL, INC 37,462
200 JOHNSON CONTROLS, INC 12,850
200 * KLA-TENCOR CORP 12,062
100 * LITTON INDUSTRIES, INC 6,931
1,400 MEDTRONIC, INC 104,125
100 MILLIPORE CORP 3,481
100 * PE CORP-PE BIOSYSTEMS GROUP 11,550
700 RAYTHEON CO (CLASS B) 49,175
200 * ST. JUDE MEDICAL, INC 7,250
200 STRYKER CORP 12,212
200 * TERADYNE, INC 13,987
300 * THERMO ELECTRON CORP 5,587
100 * VISX, INC 7,450
100 * WATERS CORP 5,175
1,600 XEROX CORP 91,200
---------------
579,589
---------------
INSURANCE AGENTS, BROKERS AND SERVICE - 0.18%
600 MARSH & MCLENNAN COS, INC 46,312
---------------
INSURANCE CARRIERS - 5.14%
300 AETNA, INC 28,031
600 AFLAC, INC 30,000
100 ALLMERICA FINANCIAL CORP 6,112
1,800 ALLSTATE CORP 67,162
100 AMBAC FINANCIAL GROUP, INC 5,687
100 AMERICAN FINANCIAL GROUP, INC 3,400
500 AMERICAN GENERAL CORP 36,593
3,000 AMERICAN INTERNATIONAL GROUP, INC 364,125
500 AON CORP 20,750
400 CHUBB CORP 29,300
500 CIGNA CORP 47,343
300 CINCINNATI FINANCIAL CORP 11,437
7,300 CITIGROUP, INC 343,100
800 CONSECO, INC 24,950
200 EQUITABLE COS, INC 13,787
100 FINANCIAL SECURITY ASSURANCE HOLDINGS LTD 5,381
200 * FOUNDATION HEALTH SYSTEMS (CLASS A) 3,400
500 HARTFORD FINANCIAL SERVICES GROUP, INC 30,187
100 HARTFORD LIFE, INC (CLASS A) 5,137
100 HSB GROUP, INC 4,100
300 * HUMANA, INC 4,143
300 JEFFERSON-PILOT CORP 19,725
200 LINCOLN NATIONAL CORP 21,050
100 LOEWS CORP 8,025
200 MBIA, INC 13,075
100 MERCURY GENERAL CORP 3,656
200 MGIC INVESTMENT CORP 8,900
300 OLD REPUBLIC INTERNATIONAL CORP 5,287
200 * OXFORD HEALTH PLANS, INC 3,575
100 * PACIFICARE HEALTH SYSTEMS, INC (CLASS B) 8,562
</TABLE>
99
<PAGE> 138
<TABLE>
<S> <C> <C>
100 PROGRESSIVE CORP 15,000
100 PROTECTIVE LIFE CORP 3,575
200 PROVIDENT COS, INC 8,375
200 RELIASTAR FINANCIAL CORP 8,300
300 SAFECO CORP 13,181
500 ST. PAUL COS, INC 17,125
300 TORCHMARK CORP 10,256
100 TRAVELERS PROPERTY CASUALTY CORP 3,881
100 * TRIGON HEALTHCARE, INC 3,731
400 UNITED HEALTHCARE CORP 26,325
300 UNUM CORP 17,175
200 * WELLPOINT HEALTH NETWORKS, INC 18,075
---------------
1,320,979
---------------
LOCAL AND INTERURBAN PASSENGER TRANSIT - 0.02%
100 * COACH U.S.A., INC 4,268
---------------
LUMBER AND WOOD PRODUCTS - 0.23%
400 GEORGIA-PACIFIC CORP (PACKING GROUP) 20,975
200 LOUISIANA PACIFIC CORP 4,550
500 WEYERHAEUSER CO 33,593
---------------
59,118
---------------
METAL MINING - 0.04%
300 FREEPORT-MCMORAN COPPER & GOLD, INC (CLASS B) 4,725
100 PHELPS DODGE CORP 6,012
---------------
10,737
---------------
MISCELLANEOUS MANUFACTURING INDUSTRIES - 0.48%
300 HASBRO, INC 8,718
1,000 MATTEL, INC 23,375
1,000 MINNESOTA MINING & MANUFACTURING CO 90,250
---------------
122,343
---------------
MISCELLANEOUS RETAIL - 0.89%
200 * AMAZON.COM, INC 24,700
200 * BORDERS GROUP, INC 3,150
900 CVS CORP 46,856
900 * OFFICE DEPOT, INC 20,418
600 RITE AID CORP 15,037
1,000 * STAPLES, INC 30,000
100 TIFFANY & CO 8,837
500 * TOYS R US, INC 11,406
2,400 WALGREEN CO 65,400
100 * ZALE CORP 3,562
---------------
</TABLE>
100
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<TABLE>
<S> <C> <C>
229,366
---------------
MOTION PICTURES - 1.17%
4,900 DISNEY (WALT) CO 150,675
100 * KING WORLD PRODUCTIONS, INC 3,575
2,200 * TIME WARNER, INC 146,712
---------------
300,962
---------------
NONDEPOSITORY INSTITUTIONS - 2.20%
1,000 AMERICAN EXPRESS CO 126,312
1,800 ASSOCIATES FIRST CAPITAL CORP 73,800
400 CAPITAL ONE FINANCIAL CORP 20,950
200 COUNTRYWIDE CREDIT INDUSTRIES, INC 9,050
2,500 FEDERAL NATIONAL MORTGAGE ASSOCIATION 160,312
100 FINOVA GROUP, INC 5,275
1,700 FREDDIE MAC 93,287
1,200 HOUSEHOLD INTERNATIONAL, INC 56,700
400 SLM HOLDINGS CORP 18,675
---------------
564,361
---------------
NONMETALLIC MINERALS, EXCEPT FUELS - 0.06%
100 MARTIN MARIETTA MATERIALS, INC 5,556
200 VULCAN MATERIALS CO 8,600
---------------
14,156
---------------
OIL AND GAS EXTRACTION - 0.63%
200 ANADARKO PETROLEUM CORP 7,612
200 APACHE CORP 7,437
200 * BJ SERVICES CO 5,737
400 BURLINGTON RESOURCES, INC 17,150
100 DEVON ENERGY CORP 3,625
300 ENSCO INTERNATIONAL, INC 5,775
300 * GLOBAL MARINE, INC 4,462
1,100 HALLIBURTON CO 48,193
200 KERR-MCGEE CORP 9,987
200 * NABORS INDUSTRIES, INC 4,600
300 * NOBLE DRILLING CORP 5,606
800 OCCIDENTAL PETROLEUM CORP 17,450
400 * OCEAN ENERGY, INC (NEW) 3,800
200 TRANSOCEAN OFFSHORE, INC 5,200
500 UNION PACIFIC RESOURCES GROUP, INC 7,937
200 * WEATHERFORD INTERNATIONAL 7,037
---------------
161,608
---------------
PAPER AND ALLIED PRODUCTS - 0.89%
200 AVERY DENNISON CORP 12,500
</TABLE>
101
<PAGE> 140
%
<TABLE>
<S> <C> <C>
100 BEMIS, INC 3,906
100 BOISE CASCADE CORP 4,387
100 BOWATER, INC 5,268
200 CHAMPION INTERNATIONAL CORP 10,437
500 FORT JAMES CORP 18,656
1,000 INTERNATIONAL PAPER CO 54,500
1,300 KIMBERLY-CLARK CORP 72,231
200 MEAD CORP 8,450
100 POTLATCH CORP 4,256
300 * SMURFIT-STONE CONTAINER CORP 6,468
200 SONOCO PRODUCTS CO 5,200
100 TEMPLE-INLAND, INC 7,206
200 WESTVACO CORP 6,125
200 WILLAMETTE INDUSTRIES, INC 9,475
---------------
229,065
---------------
PERSONAL SERVICES - 0.13%
200 BLOCK (H&R), INC 9,912
200 CINTAS CORP 12,325
600 SERVICE CORP INTERNATIONAL 11,550
---------------
33,787
---------------
PETROLEUM AND COAL PRODUCTS - 4.17%
200 AMERADA HESS CORP 12,062
100 ASHLAND, INC 4,175
800 ATLANTIC RICHFIELD CO 68,700
1,600 CHEVRON CORP 145,100
1,000 * CONOCO, INC (CLASS A) 27,625
5,800 EXXON CORP 453,850
1,900 MOBIL CORP 188,931
100 MURPHY OIL CORP 4,881
500 PHILLIPS PETROLEUM CO 25,093
200 SUNOCO, INC 6,050
1,200 TEXACO, INC 76,425
300 TOSCO CORP 6,993
200 ULTRAMAR DIAMOND SHAMROCK CORP 4,525
600 UNOCAL CORP 25,087
700 USX-MARATHON GROUP, INC 22,312
---------------
1,071,809
---------------
PRIMARY METAL INDUSTRIES - 0.35%
900 * ALCOA, INC 57,375
200 ENGELHARD CORP 4,700
100 * MUELLER INDUSTRIES, INC 3,287
200 NUCOR CORP 9,237
100 PRECISION CAST PARTS CORP 4,243
100 REYNOLDS METALS CO 5,737
200 USX-US STEEL GROUP, INC 5,437
---------------
</TABLE>
102
<PAGE> 141
<TABLE>
<S> <C> <C>
90,016
---------------
PRINTING AND PUBLISHING - 0.72%
200 BELO (A.H.) CORP SERIES A 4,237
100 CENTRAL NEWSPAPERS, INC (CLASS A) 3,600
200 DELUXE CORP 7,612
200 DONNELLEY (R.R.) & SONS CO 7,587
100 DOW JONES & CO, INC 5,300
700 GANNETT CO, INC 52,456
100 HOUGHTON MIFFLIN CO 4,781
200 KNIGHT-RIDDER, INC 11,150
500 MCGRAW HILL COS, INC 26,906
100 MEREDITH CORP 3,468
400 NEW YORK TIMES CO (CLASS A) 15,200
300 * PRIMEDIA, INC 4,800
200 REYNOLDS & REYNOLDS CO (CLASS A) 4,587
100 SCRIPPS (E.W.) CO (CLASS A) 4,593
200 TIMES MIRROR CO SERIES A 12,250
200 TRIBUNE CO 17,375
---------------
185,902
---------------
RAILROAD TRANSPORTATION - 0.51%
1,100 BURLINGTON NORTHERN SANTA FE CORP 34,100
500 CSX CORP 22,625
200 KANSAS CITY SOUTHERN INDUSTRIES, INC 12,150
900 NORFOLK SOUTHERN CORP 28,406
600 UNION PACIFIC CORP 34,425
---------------
131,706
---------------
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS - 0.44%
100 APTARGROUP, INC 2,950
100 ARMSTRONG WORLD INDUSTRIES, INC 5,812
100 CARLISLE COS, INC 4,837
200 GOODRICH (B.F.) CO 8,300
400 GOODYEAR TIRE & RUBBER CO 22,925
500 ILLINOIS TOOL WORKS, INC 39,750
200 NIKE, INC (CLASS B) 11,962
200 * SEALED AIR CORP 13,012
200 SOLUTIA, INC 4,712
---------------
114,260
---------------
SECURITY AND COMMODITY BROKERS - 1.70%
200 BEAR STEARNS COS, INC 8,625
100 DONALDSON, LUFKIN & JENRETTE, INC 5,812
400 * E TRADE GROUP, INC 16,275
100 EDWARDS (A.G.), INC 3,187
400 FRANKLIN RESOURCES, INC 15,950
100 LEGG MASON, INC 3,493
</TABLE>
103
<PAGE> 142
<TABLE>
<S> <C> <C>
300 LEHMAN BROTHERS HOLDINGS, INC 18,093
800 MERRILL LYNCH & CO, INC 62,600
1,400 MORGAN STANLEY, DEAN WITTER, & CO 139,650
200 PAINE WEBBER GROUP, INC 8,762
200 PRICE (T. ROWE) ASSOCIATES, INC 7,068
800 SCHWAB (CHARLES) CORP 78,600
1,000 * THE GOLDMAN SACHS GROUP, INC 69,812
---------------
437,927
---------------
STONE, CLAY, AND GLASS PRODUCTS - 0.24%
600 CORNING, INC 36,525
100 OWENS CORNING CO 3,662
300 * OWENS ILLINOIS, INC 9,956
100 SOUTHDOWN, INC 6,368
100 USG CORP 5,443
---------------
61,954
---------------
TEXTILE MILL PRODUCTS - 0.02%
300 SHAW INDUSTRIES, INC 5,718
---------------
TOBACCO PRODUCTS - 0.96%
400 FORTUNE BRANDS, INC 17,000
5,200 PHILIP MORRIS COS, INC 217,750
400 UST, INC 12,950
---------------
247,700
---------------
TRANSPORTATION BY AIR - 0.50%
100 * ALASKA AIR GROUP, INC 4,037
400 * AMR CORP 26,850
200 COMAIR HOLDINGS, INC 4,400
300 DELTA AIRLINES, INC 17,625
700 * FDX CORP 39,287
100 * NORTHWEST AIRLINES CORP (CLASS A) 3,337
700 SOUTHWEST AIRLINES CO 22,881
200 * U.S. AIRWAYS GROUP, INC 9,350
---------------
127,767
---------------
TRANSPORTATION EQUIPMENT - 3.09%
1,200 ALLIED SIGNAL, INC 81,675
200 AUTOLIV, INC 6,287
2,300 BOEING CO 98,900
100 BORG-WARNER AUTOMOTIVE, INC 5,518
100 CORDANT TECHNOLOGIES, INC 4,637
400 DANA CORP 19,575
200 DANAHER CORP 12,650
1,400 DELPHI AUTOMOTIVE SYSTEMS CORP 26,337
</TABLE>
104
<PAGE> 143
<TABLE>
<S> <C> <C>
200 EATON CORP 18,312
200 FEDERAL-MOGUL CORP 10,762
2,700 FORD MOTOR CO 148,331
300 GENERAL DYNAMICS CORP 19,987
1,600 GENERAL MOTORS CORP 102,000
300 * GENERAL MOTORS CORP (CLASS H) 16,987
200 * GENTEX CORP 6,743
200 * GULFSTREAM AEROSPACE CORP 13,062
300 HARLEY DAVIDSON, INC 16,181
200 ITT INDUSTRIES, INC 7,550
800 LOCKHEED MARTIN CORP 28,200
100 * NAVISTAR INTERNATIONAL CORP 5,181
100 NORTHROP GRUMMAN CORP 6,518
200 PACCAR, INC 10,862
100 * SPX CORP 8,387
300 TEXTRON, INC 24,825
100 TRINITY INDUSTRIES, INC 3,200
200 TRW, INC 10,750
1,200 UNITED TECHNOLOGIES CORP 80,625
---------------
794,042
---------------
TRANSPORTATION SERVICES - 0.03%
100 GALILEO INTERNATIONAL, INC 4,900
100 GATX CORP 3,781
---------------
8,681
---------------
TRUCKING AND WAREHOUSING - 0.03%
100 CNF TRANSPORTATION, INC 3,906
100 USFREIGHTWAYS CORP 4,187
---------------
8,093
---------------
WHOLESALE TRADE-DURABLE GOODS - 0.19%
200 * ARROW ELECTRONICS, INC 3,837
100 AVNET, INC 5,087
400 GENUINE PARTS CO 13,950
200 GRAINGER (W.W.), INC 11,512
300 IKON OFFICE SOLUTIONS, INC 4,650
100 * SAFEGUARD SCIENTIFICS, INC 6,693
100 * TECH DATA CORP 4,028
---------------
49,757
---------------
WHOLESALE TRADE-NONDURABLE GOODS - 0.63%
300 BERGEN BRUNSWIG CORP (CLASS A) 4,950
700 CARDINAL HEALTH, INC 39,812
800 * ENRON CORP 61,600
700 MCKESSON HBOC, INC 23,581
300 SUPERVALU, INC 7,837
</TABLE>
105
<PAGE> 144
<TABLE>
<S> <C> <C> <C> <C>
800 SYSCO CORP 24,698
---------------
162,478
---------------
TOTAL COMMON STOCK 25,674,592
(Cost $ 24,999,713) ---------------
MATURITY VALUE
PRINCIPAL RATE DATE
------------- ------ -------- --------------
SHORT TERM INVESTMENT - 1.56%
U.S. GOVERNMENT AGENCY - 1.56%
FEDERAL HOME LOAN BANK
$ 400,000 4.550% 06/22/99 400,000
---------------
TOTAL SHORT TERM INVESTMENT 400,000
(Cost $ 400,000) ----------------
TOTAL PORTFOLIO $26,074,592
(Cost $ 25,399,713) ================
</TABLE>
- ----------------
* Non-income producing
106
<PAGE> 145
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL SOCIAL CHOICE EQUITY FUND
JUNE 21, 1999
SUMMARY BY INDUSTRY
<TABLE>
<CAPTION>
VALUE %
--------------- -----
<S> <C> <C>
COMMON STOCK
APPAREL AND ACCESSORY STORES $ 106,500 0.41%
APPAREL AND OTHER TEXTILE PRODUCTS 31,300 0.12
AUTO REPAIR, SERVICES AND PARKING 2,837 0.01
BUILDING MATERIALS AND GARDEN SUPPLIES 327,249 1.27
BUSINESS SERVICES 2,181,247 8.46
CHEMICALS AND ALLIED PRODUCTS 3,418,259 13.26
COMMUNICATIONS 3,137,728 12.17
DEPOSITORY INSTITUTIONS 2,283,945 8.86
EATING AND DRINKING PLACES 222,837 0.86
ELECTRIC, GAS, AND SANITARY SERVICES 1,042,576 4.04
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT 1,146,993 4.45
FABRICATED METAL PRODUCTS 173,481 0.67
FOOD AND KINDRED PRODUCTS 1,140,573 4.42
FOOD STORES 223,917 0.87
FURNITURE AND HOMEFURNISHINGS STORES 27,000 0.10
GENERAL BUILDING CONTRACTORS 18,037 0.07
GENERAL MERCHANDISE STORES 790,849 3.07
HEALTH SERVICES 78,900 0.31
HOLDING AND OTHER INVESTMENT OFFICES 52,999 0.21
INDUSTRIAL MACHINERY AND EQUIPMENT 2,328,710 9.03
INSTRUMENTS AND RELATED PRODUCTS 570,611 2.21
INSURANCE AGENTS, BROKERS AND SERVICE 115,781 0.45
INSURANCE CARRIERS 1,382,003 5.36
MISCELLANEOUS MANUFACTURING INDUSTRIES 307,231 1.19
MISCELLANEOUS RETAIL 160,193 0.62
MOTION PICTURES 483,037 1.87
NONDEPOSITORY INSTITUTIONS 991,805 3.85
OIL AND GAS EXTRACTION 701,253 2.72
PAPER AND ALLIED PRODUCTS 135,850 0.53
PERSONAL SERVICES 19,250 0.07
PETROLEUM AND COAL PRODUCTS 136,675 0.53
PRIMARY METAL INDUSTRIES 130,762 0.51
PRINTING AND PUBLISHING 346,412 1.34
RAILROAD TRANSPORTATION 142,031 0.55
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS 213,375 0.83
SECURITY AND COMMODITY BROKERS 391,350 1.52
STONE, CLAY, AND GLASS PRODUCTS 73,050 0.28
TRANSPORTATION BY AIR 189,942 0.74
TRANSPORTATION EQUIPMENT 36,805 0.14
WHOLESALE TRADE-DURABLE GOODS 147,462 0.57
WHOLESALE TRADE-NONDURABLE GOODS 286,588 1.11
---------------- ------
TOTAL COMMON STOCK 25,697,403 99.65
</TABLE>
107
<PAGE> 146
<TABLE>
<S> <C> <C>
---------------- ------
(Cost $ 24,926,834)
TOTAL PORTFOLIO 25,697,403 99.65
(Cost $ 24,926,834)
OTHER ASSETS & LIABILITIES, NET 89,956 0.35
---------------- ------
NET ASSETS $ 25,787,359 100.00%
================ ======
</TABLE>
108
<PAGE> 147
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL SOCIAL CHOICE EQUITY FUND
JUNE 21, 1999
<TABLE>
<CAPTION>
VALUE
SHARES
------------- --------------
<S> <C> <C>
COMMON STOCK - 99.65%
APPAREL AND ACCESSORY STORES - 0.41%
1,500 GAP, INC $ 106,500
---------------
APPAREL AND OTHER TEXTILE PRODUCTS - 0.12%
200 LIZ CLAIBORNE, INC 7,450
600 VF CORP 23,850
---------------
31,300
---------------
AUTO REPAIR, SERVICES AND PARKING - 0.01%
100 RYDER SYSTEM, INC 2,837
---------------
BUILDING MATERIALS AND GARDEN SUPPLIES - 1.27%
4,300 HOME DEPOT, INC 266,062
1,100 LOWES COS, INC 61,187
---------------
327,249
---------------
BUSINESS SERVICES - 8.46%
2,700 AMERICA ONLINE, INC 311,512
2,900 AUTOMATIC DATA PROCESSING, INC 120,350
1,400 COMPUTER ASSOCIATES INTERNATIONAL, INC 73,325
2,100 ELECTRONIC DATA SYSTEMS CORP 122,850
1,000 IMS HEALTH, INC 30,562
13,100 * MICROSOFT CORP 1,165,081
1,200 * NEWELL RUBBERMAID, INC 56,025
700 * NOVELL, INC 17,587
3,700 * ORACLE CORP 126,262
2,300 * SUN MICROSYSTEMS, INC 157,693
---------------
2,181,247
---------------
CHEMICALS AND ALLIED PRODUCTS - 13.26%
1,800 AIR PRODUCTS & CHEMICALS, INC 83,362
</TABLE>
109
<PAGE> 148
<TABLE>
<S> <C> <C>
100 ALLERGAN, INC 10,606
100 * ALZA CORP 4,618
1,500 * AMGEN, INC 79,312
1,000 AVON PRODUCTS, INC 53,750
6,500 BRISTOL MYERS SQUIBB CO 440,781
1,000 CABOT CORP 24,375
500 CLOROX CO 47,593
1,300 COLGATE PALMOLIVE CO 130,243
1,200 HANNA (M.A.) CO 19,800
500 INTERNATIONAL FLAVORS & FRAGRANCES, INC 21,500
4,700 JOHNSON & JOHNSON CO 423,587
3,300 LILLY (ELI) & CO 223,162
300 MALLINCKRODT, INC 10,818
6,900 MERCK & CO, INC 479,981
1,400 NALCO CHEMICAL CORP 49,787
3,900 PFIZER, INC 380,250
1,700 PHARMACIA & UPJOHN, INC 93,181
2,100 PPG INDUSTRIES, INC 131,118
1,200 PRAXAIR, INC 59,025
4,900 PROCTER & GAMBLE CO 425,993
4,500 SCHERING-PLOUGH CORP 206,437
900 SCHULMAN (A.), INC 15,637
100 SIGMA ALDRICH CORP 3,343
---------------
3,418,259
---------------
COMMUNICATIONS - 12.17%
800 ALLTEL CORP 58,050
3,400 AMERITECH CORP 236,087
8,700 AT & T CORP 491,550
1,000 AT & T CORP - LIBERTY MEDIA (CLASS A) 35,000
4,600 BELL ATLANTIC CORP 280,312
6,000 BELLSOUTH CORP 269,625
2,400 COMCAST CORP (CLASS A) SPECIAL 90,150
500 * COX COMMUNICATIONS, INC (CLASS A) 17,718
7,500 LUCENT TECHNOLOGIES, INC 490,312
4,700 * MCI WORLDCOM, INC 454,725
5,600 SBC COMMUNICATIONS, INC 308,350
2,800 SPRINT CORP (FON GROUP) 151,200
1,100 SPRINT CORP (PCS GROUP) 62,287
1,600 U.S. WEST, INC 93,300
2,500 * VIACOM, INC (CLASS B) 99,062
---------------
3,137,728
---------------
DEPOSITORY INSTITUTIONS - 8.86%
5,500 * BANK OF AMERICA CORP 394,625
2,700 BANK OF NEW YORK CO, INC 101,587
4,100 BANK ONE CORP 235,493
2,800 CHASE MANHATTAN CORP 233,800
800 FIFTH THIRD BANCORP 51,550
3,800 FIRST UNION CORP 166,487
2,300 FLEET FINANCIAL GROUP, INC 99,331
</TABLE>
110
<PAGE> 149
<TABLE>
<S> <C> <C>
1,700 KEYCORP 57,587
3,400 MBNA CORP 104,550
2,200 MELLON BANK CORP 77,275
700 MORGAN (J.P.) & CO, INC 95,156
1,200 NATIONAL CITY CORP 78,450
1,100 PNC BANK CORP 63,868
1,200 SUNTRUST BANKS, INC 82,575
2,300 U.S. BANCORP 78,343
800 WACHOVIA CORP 69,450
1,900 WASHINGTON MUTUAL, INC 69,231
5,300 WELLS FARGO CO 224,587
---------------
2,283,945
---------------
EATING AND DRINKING PLACES - 0.86%
300 DARDEN RESTAURANTS, INC 6,712
5,200 MCDONALD'S CORP 216,125
---------------
222,837
---------------
ELECTRIC, GAS, AND SANITARY SERVICES - 4.04%
1,200 COLUMBIA ENERGY GROUP 75,150
1,900 CONSOLIDATED NATURAL GAS CO 114,593
900 * EL PASO ENERGY CORP 33,918
1,300 EQUITABLE RESOURCES, INC 46,637
1,100 IDACORP, INC 35,956
2,300 KEYSPAN CORP 62,243
2,200 LOUISVILLE GAS & ELECTRIC ENERGY CORP 49,225
2,200 MCN ENERGY GROUP, INC 46,887
1,000 NICOR, INC 38,250
1,000 NISOURCE, INC 27,375
1,900 OGE ENERGY CORP 47,500
4,400 PACIFICORP 84,700
1,000 PEOPLES ENERGY CORP 38,062
2,400 POTOMAC ELECTRIC POWER CO 71,700
2,000 PUGET SOUND ENERGY, INC 50,625
800 SONAT, INC 29,150
2,500 TECO ENERGY, INC 57,968
2,700 WILLIAMS COS, INC 132,637
---------------
1,042,576
---------------
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT - 4.45%
500 * ADVANCED MICRO DEVICES, INC 9,562
300 BALDOR ELECTRIC CO 5,981
3,200 EMERSON ELECTRIC CO 217,000
100 * GLENAYRE TECHNOLOGIES, INC 365
9,100 INTEL CORP 516,993
700 * MICRON TECHNOLOGY, INC 33,031
500 MOLEX, INC 16,781
600 * NATIONAL SEMICONDUCTOR CORP 14,100
500 RAYCHEM CORP 18,031
</TABLE>
111
<PAGE> 150
<TABLE>
<S> <C> <C>
1,300 * TELLABS, INC 91,162
1,300 TEXAS INSTRUMENTS, INC 177,450
600 THOMAS & BETTS CORP 28,312
200 * VISHAY INTERTECHNOLOGY, INC 4,975
200 WHIRLPOOL CORP 13,250
---------------
1,146,993
---------------
FABRICATED METAL PRODUCTS - 0.67%
4,100 GILLETTE CO 173,481
---------------
FOOD AND KINDRED PRODUCTS - 4.42%
1,000 BESTFOODS, INC 50,250
7,700 COCA COLA CO 474,031
1,300 COCA COLA ENTERPRISES, INC 43,062
600 GENERAL MILLS, INC 47,775
1,500 HEINZ (H.J.) CO 72,656
400 HERSHEY FOODS CORP 22,850
900 KELLOGG CO 28,800
4,800 PEPSICO, INC 171,000
500 QUAKER OATS CO 33,937
2,300 UNILEVER NV (N.Y.) SHS 163,012
400 WRIGLEY (WM) JR CO 33,200
---------------
1,140,573
---------------
FOOD STORES - 0.87%
900 ALBERTSONS, INC 50,343
900 AMERICAN STORES CO 31,556
1,300 * KROGER CO 72,718
1,400 * SAFEWAY, INC 69,300
---------------
223,917
---------------
FURNITURE AND HOMEFURNISHINGS STORES - 0.10%
300 TANDY CORP 27,000
---------------
GENERAL BUILDING CONTRACTORS - 0.07%
400 HILLENBRAND INDUSTRIES, INC 15,750
100 PULTE CORP 2,287
---------------
18,037
---------------
GENERAL MERCHANDISE STORES - 3.07%
1,200 DAYTON HUDSON CORP 79,650
400 * FEDERATED DEPARTMENT STORES, INC 22,000
800 * K MART CORP 13,650
900 MAY DEPARTMENT STORES CO 37,068
800 PENNEY, (J.C.) CO, INC 40,700
</TABLE>
112
<PAGE> 151
<TABLE>
<S> <C> <C>
1,100 SEARS ROEBUCK & CO 52,525
12,100 WAL-MART STORES, INC 545,256
---------------
790,849
---------------
HEALTH SERVICES - 0.31%
2,100 COLUMBIA/HCA HEALTHCARE CORP 48,300
1,600 * TENET HEALTHCARE CORP 30,600
---------------
78,900
---------------
HOLDING AND OTHER INVESTMENT OFFICES - 0.21%
500 CRESCENT REAL ESTATE EQUITIES CO 12,406
400 DUKE REALTY INVESTMENTS, INC 9,050
100 FIRST INDUSTRIAL REALTY TRUST, INC 2,793
300 SPIEKER PROPERTIES, INC 11,925
400 WEINGARTEN REALTY INVESTORS, INC 16,825
---------------
52,999
---------------
INDUSTRIAL MACHINERY AND EQUIPMENT - 9.03%
500 * APPLE COMPUTER, INC 23,250
1,100 * APPLIED MATERIALS, INC 77,000
4,300 * CISCO SYSTEMS, INC 529,437
5,000 COMPAQ COMPUTER CORP 110,625
400 CUMMINS ENGINE CO, INC 22,850
1,500 DEERE & CO 62,250
6,700 * DELL COMPUTER CORP 260,881
2,800 * EMC CORP 166,075
200 * GRACO, INC 6,012
3,100 HEWLETT-PACKARD CO 291,400
5,100 INTERNATIONAL BUSINESS MACHINES CORP 636,225
300 NORDSON CORP 16,912
1,200 PITNEY BOWES, INC 76,875
600 * SMITH INTERNATIONAL, INC 26,437
1,100 TIMKEN CO 22,481
---------------
2,328,710
---------------
INSTRUMENTS AND RELATED PRODUCTS - 2.21%
300 BAUSCH & LOMB, INC 21,093
1,500 BAXTER INTERNATIONAL, INC 92,531
1,300 BECTON DICKINSON & CO 39,000
400 BIOMET, INC 16,675
1,100 * BOSTON SCIENTIFIC CORP 44,137
1,200 GUIDANT CORP 55,200
2,200 MEDTRONIC, INC 163,625
200 ST. JUDE MEDICAL, INC 7,250
2,300 XEROX CORP 131,100
---------------
570,611
---------------
</TABLE>
113
<PAGE> 152
<TABLE>
<S> <C> <C>
INSURANCE AGENTS, BROKERS AND SERVICE - 0.45%
1,500 MARSH & MCLENNAN COS, INC 115,781
---------------
INSURANCE CARRIERS - 5.36%
600 AETNA, INC 56,062
2,700 ALLSTATE CORP 100,743
1,600 AMERICAN GENERAL CORP 117,100
3,900 AMERICAN INTERNATIONAL GROUP, INC 473,362
500 CHUBB CORP 36,625
800 CIGNA CORP 75,750
9,400 CITIGROUP, INC 441,800
700 CONSECO, INC 21,831
700 * HUMANA, INC 9,668
300 JEFFERSON-PILOT CORP 19,725
200 SAFECO CORP 8,787
600 ST. PAUL COS, INC 20,550
---------------
1,382,003
---------------
MISCELLANEOUS MANUFACTURING INDUSTRIES - 1.19%
900 HASBRO, INC 26,156
1,600 MATTEL, INC 37,400
2,700 MINNESOTA MINING & MANUFACTURING CO 243,675
---------------
307,231
---------------
MISCELLANEOUS RETAIL - 0.62%
1,200 CVS CORP 62,475
700 * TOYS R US, INC 15,968
3,000 WALGREEN CO 81,750
---------------
160,193
---------------
MOTION PICTURES - 1.87%
6,600 DISNEY (WALT) CO 202,950
4,200 * TIME WARNER, INC 280,087
---------------
483,037
---------------
NONDEPOSITORY INSTITUTIONS - 3.85%
2,000 AMERICAN EXPRESS CO 252,625
3,300 ASSOCIATES FIRST CAPITAL CORP 135,300
4,500 FEDERAL NATIONAL MORTGAGE ASSOCIATION 288,562
3,000 FREDDIE MAC 164,625
2,300 HOUSEHOLD INTERNATIONAL, INC 108,675
900 SLM HOLDINGS CORP 42,018
---------------
991,805
---------------
</TABLE>
114
<PAGE> 153
<TABLE>
<S> <C> <C>
OIL AND GAS EXTRACTION - 2.72%
2,200 ANADARKO PETROLEUM CORP 83,737
1,900 APACHE CORP 70,656
800 * BJ SERVICES CO 22,950
2,800 BURLINGTON RESOURCES, INC 120,050
2,000 HELMERICH & PAYNE, INC 47,875
1,500 * NABORS INDUSTRIES, INC 34,500
1,400 NOBLE AFFILIATES, INC 38,062
1,400 * NOBLE DRILLING CORP 26,162
1,700 * ROWAN COS, INC 30,918
4,800 * SANTA FE SNYDER CORP 39,000
3,400 UNION PACIFIC RESOURCES GROUP, INC 53,975
1,800 VASTAR RESOURCES, INC 101,700
900 * WEATHERFORD INTERNATIONAL 31,668
---------------
701,253
---------------
PAPER AND ALLIED PRODUCTS - 0.53%
1,300 AVERY DENNISON CORP 81,250
2,100 SONOCO PRODUCTS CO 54,600
---------------
135,850
---------------
PERSONAL SERVICES - 0.07%
1,000 SERVICE CORP INTERNATIONAL 19,250
---------------
PETROLEUM AND COAL PRODUCTS - 0.53%
2,800 MURPHY OIL CORP 136,675
---------------
PRIMARY METAL INDUSTRIES - 0.51%
1,900 BIRMINGHAM STEEL CORP 9,975
1,500 NUCOR CORP 69,281
4,100 WORTHINGTON INDUSTRIES, INC 51,506
---------------
130,762
---------------
PRINTING AND PUBLISHING - 1.34%
800 DELUXE CORP 30,450
700 DOW JONES & CO, INC 37,100
1,500 GANNETT CO, INC 112,406
500 KNIGHT-RIDDER, INC 27,875
1,300 MCGRAW HILL COS, INC 69,956
1,000 NEW YORK TIMES CO (CLASS A) 38,000
500 TIMES MIRROR CO SERIES A 30,625
---------------
346,412
---------------
</TABLE>
115
<PAGE> 154
<TABLE>
<S> <C> <C>
RAILROAD TRANSPORTATION - 0.55%
4,500 NORFOLK SOUTHERN CORP 142,031
---------------
RUBBER AND MISCELLANEOUS PLASTIC PRODUCTS - 0.83%
200 BANDAG, INC 6,450
1,700 ILLINOIS TOOL WORKS, INC 135,150
1,200 NIKE, INC (CLASS B) 71,775
---------------
213,375
---------------
SECURITY AND COMMODITY BROKERS - 1.52%
1,200 MERRILL LYNCH & CO, INC 93,900
1,800 MORGAN STANLEY, DEAN WITTER, & CO 179,550
1,200 SCHWAB (CHARLES) CORP 117,900
---------------
391,350
---------------
STONE, CLAY, AND GLASS PRODUCTS - 0.28%
1,200 CORNING, INC 73,050
---------------
TRANSPORTATION BY AIR - 0.74%
700 * AMR CORP 46,987
500 DELTA AIRLINES, INC 29,375
1,100 * FDX CORP 61,737
1,300 SOUTHWEST AIRLINES CO 42,493
200 * U.S. AIRWAYS GROUP, INC 9,350
---------------
189,942
---------------
TRANSPORTATION EQUIPMENT - 0.14%
300 FEDERAL-MOGUL CORP 16,143
200 FLEETWOOD ENTERPRISES, INC 5,100
500 MODINE MANUFACTURING CO 15,562
---------------
36,805
---------------
WHOLESALE TRADE-DURABLE GOODS - 0.57%
2,400 GENUINE PARTS CO 83,700
1,000 GRAINGER (W.W.), INC 57,562
400 IKON OFFICE SOLUTIONS, INC 6,200
---------------
147,462
---------------
WHOLESALE TRADE-NONDURABLE GOODS - 1.11%
800 CARDINAL HEALTH, INC 45,500
2,400 * ENRON CORP 183,957
700 MCKESSON HBOC, INC 23,581
1,100 SYSCO CORP 33,550
---------------
286,588
---------------
</TABLE>
116
<PAGE> 155
<TABLE>
<S> <C>
TOTAL COMMON STOCK 25,697,403
(Cost $ 24,926,834) ---------------
TOTAL PORTFOLIO $ 25,697,403
(Cost $ 24,926,834) ===============
</TABLE>
-------------
* Non-income producing
117
<PAGE> 156
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL BOND FUND
JUNE 21, 1999
SUMMARY BY INDUSTRY
<TABLE>
<CAPTION>
VALUE %
--------------- -----
<S> <C> <C>
BONDS
CORPORATE BONDS
EATING AND DRINKING PLACES $ 498,847 1.99%
NATIONAL SECURITY AND INTERNATIONAL AFFAIRS 501,350 2.00
NONDEPOSITORY INSTITUTIONS 978,905 3.90
PETROLEUM AND COAL PRODUCTS 475,895 1.89
TRANSPORTATION EQUIPMENT 496,693 1.98
---------------- ------
TOTAL CORPORATE BONDS 2,951,690 11.76
---------------- ------
(Cost $ 2,949,795)
GOVERNMENT BONDS
AGENCY SECURITIES 2,837,340 11.30
MORTGAGE BACKED SECURITIES 7,939,656 31.64
U.S. TREASURY SECURITIES 8,625,198 34.37
---------------- ------
TOTAL GOVERNMENT BONDS 19,402,194 77.31
---------------- ------
(Cost $ 19,362,080)
TOTAL BONDS 22,353,884 89.07
---------------- ------
(Cost $ 22,311,875)
SHORT TERM INVESTMENT
U.S. GOVERNMENT AGENCY 11,475,000 45.72
---------------- ------
TOTAL SHORT TERM INVESTMENT 11,475,000 45.72
---------------- ------
(Cost $ 11,475,000)
TOTAL PORTFOLIO 33,828,884 134.79
(Cost $ 33,786,875)
OTHER ASSETS & LIABILITIES, NET (8,732,698) (34.79)
---------------- ------
NET ASSETS $ 25,096,186 100.00%
================ ======
</TABLE>
118
<PAGE> 157
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL BOND FUND
JUNE 21, 1999
<TABLE>
<CAPTION>
MATURITY MOODY'S
PRINCIPAL RATE DATE RATING VALUE
------------- ------ -------- ------ --------------
<S> <C> <C> <C> <C>
BONDS - 89.07%
CORPORATE BONDS - 11.76%
EATING AND DRINKING PLACES - 1.99%
$ 500,000 DIAGEO CAPITAL PLC (GUARANTEE NOTE) 6.625% 06/24/04 A1 $ 498,847
---------------
NATIONAL SECURITY AND INTERNATIONAL AFFAIRS - 2.00%
500,000 QUEBEC PROVINCE CANADA DEB 7.000% 01/30/07 A2 501,350
---------------
NONDEPOSITORY INSTITUTIONS - 3.90%
500,000 ASSOCIATES CORP NA DEB 6.950% 11/01/18 AA3 477,670
500,000 GENERAL MOTORS ACCEPTANCE CORP NOTE 6.850% 06/17/04 A2 501,235
---------------
978,905
---------------
PETROLEUM AND COAL PRODUCTS - 1.89%
500,000 CONOCO, INC (SR NOTE) 6.350% 04/15/09 A3 475,895
---------------
TRANSPORTATION EQUIPMENT - 1.98%
500,000 * TRW,INC (SR NOTE) 6.500% 06/01/02 BAA1 496,693
---------------
TOTAL CORPORATE BONDS 2,951,690
(Cost $ 2,949,795) ----------------
GOVERNMENT BONDS - 77.31%
AGENCY SECURITIES - 11.30%
FEDERAL HOME LOAN MORTGAGE CORP (FHLMC)
1,000,000 5.000% 01/15/04 950,160
2,000,000 5.750% 03/15/09 1,887,180
---------------
2,837,340
---------------
MORTGAGE BACKED SECURITIES - 31.64%
FEDERAL HOME LOAN MORTGAGE CORP GOLD (FGLMC)
2,000,000 6.500% 07/25/29 1,931,860
FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA)
500,000 @ 6.000% 07/25/14 482,500
500,000 @ 6.500% 07/25/14 492,500
500,000 @ 7.000% 07/25/14 501,955
500,000 @ 6.000% 07/25/29 469,530
</TABLE>
119
<PAGE> 158
<TABLE>
<S> <C> <C> <C> <C>
500,000 @ 6.500% 07/25/29 482,500
750,000 @ 7.500% 07/25/29 757,266
2,000,000 @ 7.000% 08/25/29 1,974,375
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA)
500,000 @ 7.000% 07/25/29 493,670
350,000 @ 7.500% 07/25/29 353,500
---------------
7,939,656
---------------
U.S. TREASURY SECURITIES - 34.37%
U.S. TREASURY BOND
1,000,000 5.250% 05/15/04 977,340
1,300,000 8.875% 08/15/17 1,647,347
1,000,000 5.250% 11/15/28 877,810
U.S. TREASURY NOTE
3,000,000 7.500% 11/15/01 3,122,565
2,060,000 5.500% 05/15/09 2,000,136
---------------
8,625,198
---------------
TOTAL GOVERNMENT BONDS 19,402,194
(Cost $ 19,362,080) ----------------
TOTAL BONDS 22,353,884
(Cost $ 22,311,875) ----------------
</TABLE>
<TABLE>
<CAPTION>
MATURITY
PRINCIPAL RATE DATE
------------- ------ --------
<S> <C> <C> <C> <C>
SHORT TERM INVESTMENT - 45.72%
U.S. GOVERNMENT AGENCY - 45.72%
FEDERAL HOME LOAN BANK
$ 11,475,000 4.550% 06/22/99 11,475,000
---------------
TOTAL SHORT TERM INVESTMENT 11,475,000
(Cost $ 11,475,000) ----------------
TOTAL PORTFOLIO $ 33,828,884
(Cost $ 33,786,875) ================
</TABLE>
- ----------------
* Security is exempt from registration under Rule 144(A) of the Securities
Act of 1933 and may be resold in transactions exempt from registration
normally to qualified institutional buyers. At June 21, 1999, the value of
this security amounted to $496,693 or 1.98% of net assets.
@ These securities were purchased on a delayed delivery basis.
- -----------------
120
<PAGE> 159
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in debt securities, is as follows:
MOODY'S RATINGS
AAA, AA, A 10.98%
BAA 2.22%
U.S. Government obligations represent 86.80% of the long-term debt
portfolio value and are not reflected in the above ratings.
121
<PAGE> 160
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL MONEY MARKET FUND
JUNE 21, 1999
SUMMARY BY INDUSTRY
<TABLE>
<CAPTION>
VALUE %
--------------- -----
<S> <C> <C>
SHORT TERM INVESTMENTS
COMMERCIAL PAPER $ 16,974,558 67.90%
U.S. GOVERNMENT AGENCY 11,025,000 44.10
---------------- ------
TOTAL SHORT TERM INVESTMENTS 27,999,558 112.00
---------------- ------
(Cost $ 27,999,558)
TOTAL PORTFOLIO 27,999,558 112.00
(Cost $ 27,999,558)
OTHER ASSETS & LIABILITIES, NET (2,999,558) (12.00)
---------------- ------
NET ASSETS $ 25,000,000 100.00%
================ ======
</TABLE>
122
<PAGE> 161
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF INVESTMENTS - INSTITUTIONAL MONEY MARKET FUND
JUNE 21, 1999
<TABLE>
<CAPTION>
MATURITY VALUE
PRINCIPAL RATE DATE
------------- ------ -------- --------------
<S> <C> <C> <C> <C>
SHORT TERM INVESTMENTS - 112.00%
COMMERCIAL PAPER - 67.90%
ALABAMA POWER CO
$ 1,000,000 4.980% 07/12/99 $ 997,365
AMERICAN TELEPHONE & TELEGRAPH CO
1,000,000 4.980% 07/27/99 995,292
CIESCO LP
1,000,000 5.050% 09/02/99 989,899
COCA COLA CO
1,050,000 4.980% 08/13/99 1,041,535
EASTMAN KODAK CO
1,000,000 5.050% 10/19/99 983,446
EQUILON ENTERPRISES LLC
1,000,000 5.010% 08/10/99 993,180
FORD MOTOR CREDIT CO
1,000,000 5.030% 09/03/99 989,800
GENERAL ELECTRIC CAPITAL CORP
1,000,000 5.020% 08/17/99 992,191
J.P. MORGAN & CO
1,000,000 5.020% 08/31/99 990,238
~ JOHNSON & JOHNSON
1,075,000 5.100% 11/01/99 1,055,043
MCGRAW-HILL, INC
1,000,000 5.040% 09/16/99 987,960
MOTIVA ENTERPRISES LLC
1,000,000 5.020% 07/16/99 996,764
NATIONAL RURAL UTILITIES COOP FINANCE
1,000,000 5.050% 09/20/99 987,507
PACCAR FINANCIAL CORP
1,000,000 5.050% 09/16/99 987,936
~ PARK AVENUE RECEIVABLES CORP
1,000,000 5.050% 07/14/99 996,913
PORTLAND GENERAL ELECTRIC CO
1,000,000 5.050% 07/20/99 996,072
SALOMON SMITH BARNEY HOLDINGS, INC
1,000,000 5.030% 08/09/99 993,417
---------------
16,974,558
---------------
U.S. GOVERNMENT AGENCY - 44.10%
FEDERAL HOME LOAN BANK
11,025,000 4.550% 06/22/99 11,025,000
---------------
</TABLE>
123
<PAGE> 162
<TABLE>
<S> <C> <C> <C> <C> <C>
TOTAL SHORT TERM INVESTMENTS 27,999,558
(Cost $ 27,999,558) ----------------
TOTAL PORTFOLIO $ 27,999,558
(Cost $ 27,999,558) ================
</TABLE>
-----------------
Commerical Paper issued under the Private Placement exemption under Section
4(2) of the Securities Act of 1933, as amended.
124
<PAGE> 163
PART C: OTHER INFORMATION
ITEM 23. EXHIBITS
(a) Declaration of Trust, dated as of April 15, 1999 1/
(b) Registrant has adopted no bylaws.
(c) The relevant portions of Registrant's certificate of trust and
declaration of trust are incorporated herein by reference to Exhibits
(a)(1) and (2) above.
(d) Investment Management Agreement by and between Registrant and Teachers
Advisors, Inc. ("Advisors"), dated as of June 1, 1999 2/
(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., dated as of June 1, 1999 3/
(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 as of May 19, 1999 *
(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
as of May 19, 1999 *
(g) Custodian Agreement by and between Registrant and State Street Bank and
Trust Company ("State Street"), dated as of June 11, 1999 3/
(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., dated as of July 1, 1999 3/
(i) Opinion and Consent of Charles H. Stamm, Esq. *
(j) (1) Consent of Sutherland Asbill & Brennan LLP *
(2) Consent of Ernst & Young LLP *
(k) No required financial statements have been omitted from item 22 in Part
B of this registration statement.
(l) Seed Money Agreement by and between Registrant and Teachers Insurance
and Annuity Association of America, dated as of June 1, 1999 3/
C - 1
<PAGE> 164
(m) No plan has been entered into by Registrant under Rule 12b-1.
(n) Financial Data Schedules: No longer required.
(o) No plan has been entered into by Registrant under Rule 18f-3.
- ---------------------------
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
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
registration statement on Form N-1A (File No. 333-76651) as filed with the
Commission on June 24, 1999.
* Filed herewith.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
As the ultimate parent (holding indirectly 100% of the voting
securities of Advisors, investment adviser of Registrant, TIAA may be deemed to
control Registrant (although Registrant does not concede such control). As the
beneficial owner of more than 25% of the voting securities of one or more series
of Registrant's shares (pursuant to the Seed Money Agreement), TIAA controls
Registrant. Therefore, persons directly or indirectly controlled by TIAA may be
deemed to be under common control with Registrant.
AIC Properties, Inc. MN Properties, Inc.
BT Properties, Inc. M.O.A. Enterprises, Inc.
College Credit Trust ND Properties, Inc.
DAN Properties, Inc. OWP Hawaii, LLC
ETC Repackaging, Inc. Savannah Teachers Properties, Inc.
Illinois Teachers Properties, LLC T114 Properties, Inc.
JV California Two, Inc. T-Investment Properties Corp.
JV California Three, Inc. T-Land Corp.
JV Florida One, Inc. T-Las Colinas Towers Corp.
JV Florida Four, Inc. TCT Holdings, Inc.
JV Georgia One, Inc. Teachers Advisors, Inc.
JV Maryland One, Inc. Teachers Boca Properties II, Inc.
JV Michigan One, Inc. Teachers Pennsylvania Realty, Inc.
JV Michigan Two, Inc. Teachers Personal Investors Services, Inc.
JV Michigan Three, Inc. Teachers Properties, Inc.
JV Minnesota One, Inc. Teachers REA, LLC
JV North Carolina One, Inc. Teachers REA II, Inc.
JWL Properties, Inc. Teachers REA II, LLC
Liberty Place Retail, Inc. Teachers REA III, LLC
Macallister Holdings, Inc. Teachers Realty Corporation
Minnesota Teachers Realty Corp. TEO-NP, LLC
C - 2
<PAGE> 165
<TABLE>
<S> <C>
Tethys Slu, Inc. TIAA-Fund Equities, Inc.
TIAA Realty, Inc. TPI Housing, Inc.
TIAA Timberlands I, LLC Washington Teachers Properties II, Inc.
TIAA-CREF Enterprises, Inc. WRC Properties, Inc.
TIAA-CREF Individual & Institutional 730 Properties, Inc.
Services, Inc. 730 Cal Hotel Properties I, Inc.
TIAA-CREF Investment Management, LLC 730 Cal Hotel Properties II, Inc.
TIAA-CREF Life Insurance Company 730 Penn. Hotel Properties I, Inc.
TIAA-CREF Tuition Financing, Inc. 485 Properties, LLC
TIAA-CREF Trust Company, FSB
</TABLE>
Subsidiaries of Teachers Properties, Inc.:
Rouse-Teachers Holding Company
Rouse-Teachers Land Holdings, Inc.
1) All subsidiaries are Delaware corporations except as follows:
A) Pennsylvania non-stock, non-profit corporations:
Liberty Place Retail, Inc.
Teachers Pennsylvania Realty, Inc.
Teachers Realty Corporation
B) Minnesota Teachers Realty Corporation is a Minnesota
corporation.
C) College Credit Trust, a New York Trust
2) All subsidiaries are 100% owned directly by TIAA, except as follows:
A) TIAA-CREF Enterprises, Inc. owns 100% of the stock of Teachers
Advisors, Inc., Teachers Personal Investors Services, Inc.,
TIAA-CREF Life Insurance Company, TIAA-CREF Tuition Financing,
Inc. and TCT Holdings, Inc.
B) TIAA-CREF Trust Company, FSB is 100% owned by TCT Holdings, Inc.
C) T-Investment Properties Corp. and T-Land Corp. are 100% owned
by Macallister Holdings, Inc.
D) TPI Housing, Inc. is 100% owned by Teachers Properties, Inc.
E) 730 Properties, Inc. owns 100% of the stock of 730 Cal Hotel
Properties I, Inc., 730 Cal Hotel Properties II, Inc. and 730
Penn. Hotel Properties I, Inc.
3) All subsidiaries have as their sole purpose the ownership of
investments which could, pursuant to New York State Insurance Law, be
owned by TIAA itself, except the following:
A) TIAA-CREF Life Insurance Company is a New York State insurance
subsidiary of TIAA, whose stock is owned by TIAA-CREF
Enterprises, Inc.
B) TIAA Realty, Inc. is an investment subsidiary with minority
stockholders and owns commercial real estate.
C) TIAA-CREF Trust Company, FSB is a federally chartered savings
bank.
D) Teachers Advisors, Inc. provides investment advice for the
Registrant.
E) Teachers Personal Investors Services, Inc. provides
broker-dealer services for the Registrant and TIAA Separate
Account VA-1.
F) TIAA-CREF Investment Management, LLC, provides investment
advice for College Retirement Equities Fund.
G) TIAA-CREF Individual & Institutional Services, Inc., which
provides broker-
C - 3
<PAGE> 166
dealer and administrative services for College Retirement
Equities Fund.
H) TCT Holdings, Inc., holds the stock of TIAA-CREF Trust
Company, FSB.
ITEM 25. INDEMNIFICATION
As a Delaware business trust, Registrant's operations are governed by
its Declaration of Trust dated as of April 15, 1999 (the "Declaration").
Generally, Delaware business trust shareholders are not personally liable for
obligations of the Delaware business trust under Delaware law. The Delaware
Business Trust Act (the "DBTA") 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 DBTA and that the Declaration is to be
governed by Delaware law. It is nevertheless possible that a Delaware business
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 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 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
C - 4
<PAGE> 167
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 Act and will be governed by the final adjudication of
such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Teachers Advisors, Inc. ("Advisors") also provides investment
management services to TIAA-CREF Life Funds, TIAA-CREF Mutual Funds, and TIAA
Separate Account VA-1. The trustees of Advisors are John H. Biggs, Martin L.
Leibowitz, and Charles H. Stamm. Other officers of Advisors are Richard J.
Adamski and Richard L. Gibbs. All officers of Advisors are also officers of
TIAA-CREF Investment Management, LLC ("Investment Management"), and are
employees of TIAA.
Mr. Biggs is also a trustee of TIAA, College Retirement Equities Fund
("CREF"), TIAA-CREF Individual & Institutional Services, Inc. ("Services"), a
manager of Investment Management, and a director of Teachers Personal Investor
Services, Inc. ("TPIS"). He is Chief Executive Officer of TIAA and CREF. Mr.
Biggs is also a director of: Ralston Purina Company, Checkerboard Square, St.
Louis, MO 63164; and The Boeing Company, 7755 East Marginal Way South, Seattle,
WA 98108.
Mr. Leibowitz is a trustee of TIAA and CREF and a manager of Investment
Management. He is Vice Chairman and Chief Investment Officer of TIAA and CREF.
Mr. Stamm is a trustee of Services, a manager of Investment Management,
and a director of TPIS. He is General Counsel of TIAA and CREF.
Mr. Adamski is Treasurer of Services and TPIS.
Mr. Gibbs is Executive Vice President of Services and TPIS.
The principal business address of TIAA, CREF, Services, Investment
Management, and TPIS is 730 Third Avenue, New York, NY 10017-3206.
ITEM 27. PRINCIPAL UNDERWRITERS
TPIS may be considered the principal underwriter for the Registrant.
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.
C - 5
<PAGE> 168
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, 225 Franklin
Street, Boston, MA 02110. In addition, certain duplicated records are maintained
at Pierce Leahy Archives, 64 Leone Lane, Chester, NY 10918.
ITEM 29. MANAGEMENT SERVICES
State Street will provide certain management-related services to the
Registrant pursuant to a Custodian Agreement between the Registrant, State
Street and Teachers Advisors, Inc. ("Advisors"), the investment adviser of the
Registrant. Under the Custodian Agreement, State Street will, among other
things, act as custodian of the assets of the portfolios of the Registrant, keep
the Registrant's books of account and compute the net asset value per share of
the outstanding shares of each of the Registrant's portfolios. These services
will be rendered pursuant to instructions received by State Street from Advisors
or the Registrant in the ordinary course of business.
ITEM 30. UNDERTAKINGS
Because registrant does not intend to raise its initial capital under
Section 14(a)(3) of the 1940 Act, no undertaking is required.
C - 6
<PAGE> 169
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, TIAA-CREF Institutional Mutual
Funds, 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 29th day of June, 1999.
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
/s/ Peter C. Clapman
By:
-----------------------------------
Name: Peter C. Clapman
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ John J. McCormack
- ----------------------------------- President June 29, 1999
John J. McCormack (Principal Executive Officer)
/s/ Scott C. Evans
- ----------------------------------- Executive Vice President June 29, 1999
Scott C. Evans (Principal Financial Officer)
/s/ Richard L. Gibbs
- ----------------------------------- Executive Vice President June 29, 1999
Richard L. Gibbs (Principal Accounting Officer)
</TABLE>
<PAGE> 170
<TABLE>
<S> <C> <C> <C>
Signature of Trustee Date Signature of Trustee Date
- -------------------- ---- -------------------- ----
/s/ Robert H. Atwell /s/ Bevis Longstreth
6/29/99 6/29/99
- ----------------------------------- -----------------------------------
Robert H. Atwell Bevis Longstreth
/s/ Elizabeth E. Bailey /s/ Robert M Lovell, Jr.
6/29/99 6/29/99
- ----------------------------------- -----------------------------------
Elizabeth E. Bailey Robert M. Lovell, Jr.
/s/ Joyce A. Fescke /s/ Stephen A. Ross
6/29/99 6/29/99
- ----------------------------------- -----------------------------------
Joyce A. Fescke Stephen A. Ross
/s/ Edes P. Gilbert /s/ Eugene C. Sit
6/29/99 6/29/99
- ----------------------------------- -----------------------------------
Edes P. Gilbert Eugene C. Sit
/s/ Stuart Tse Kong Ho /s/ Maceo K. Sloan
6/29/99 6/29/99
- ----------------------------------- -----------------------------------
Stuart Tse Kong Ho Maceo K. Sloan
/s/ David K. Storrs
6/29/99
- ----------------------------------- -----------------------------------
Nancy L. Jacob David K. Storrs
/s/ Marjorie Fine Knowles /s/ Robert W. Vishny
6/29/99 6/29/99
- ----------------------------------- -----------------------------------
Marjorie Fine Knowles Robert W. Vishny
/s/ Jay O. Light
6/29/99
- -----------------------------------
Jay O. Light
</TABLE>
<PAGE> 171
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Name
- ----------- ------------
<S> <C>
(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 as of May 19, 1999
(f)(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
as of May 19, 1999
(i) Opinion and Consent of Charles H. Stamm, Esq.
(j)(1) Consent of Sutherland Asbill & Brennan LLP
(j)(2) Consent of Ernst & Young LLP
</TABLE>
<PAGE> 1
EXHIBIT f(1)
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
1. This Plan. This document sets forth the provisions of the 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 (the "Plan") established by the Board of Trustees of Teachers
Insurance and Annuity Association ("TIAA"), the Board of Trustees of
College Retirement Equities Fund ("CREF"), the Board of Trustees of
TIAA-CREF Mutual Funds and the Board of Trustees of the TIAA-CREF
Institutional Mutual Funds, (collectively referred to as the "Board of
Trustees") as of June 1, 1998, as amended as of May 19, 1999. Credits
under this plan shall be reflected by bookkeeping accounts maintained by
TIAA, CREF, and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual
Funds. The obligations of TIAA, CREF, and TIAA-CREF Mutual Funds and
TIAA-CREF Institutional Mutual Funds under this Plan are unfunded,
unsecured, promises to make future payments. In their sole discretion,
1
<PAGE> 2
TIAA, CREF, and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual
Funds may purchase annuity contracts or certificates issued by TIAA or
CREF (such contracts or certificates shall hereinafter be referred to as
"contracts") in amounts equal to all or a portion of the amounts so
credited. No Trustee or Member, or former Trustee or Member, shall
acquire any interest in any such contracts, and any such contracts shall
remain the sole property of TIAA, CREF, or TIAA-CREF Mutual Funds and
TIAA-CREF Institutional Mutual Funds and may be disposed of by TIAA,
CREF, and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds
at any time for any corporate purpose. These contracts shall be subject
to all the claims of TIAA's, CREF's, and TIAA-CREF Mutual Funds' and
TIAA-CREF Institutional Mutual Funds' creditors, and shall not be a trust
fund or collateral security for the obligation to pay the Trustee or
Member his or her accumulations under this Plan.
2. Eligibility and Participation. Any non-employee Trustee of TIAA, CREF,
and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual
Funds("Trustee") and any non-employee member of the Board of Overseers of
TIAA and CREF ("Member") shall become a participant in this Plan upon the
execution of a Deferred Compensation Agreement ("Agreement") in which he
or she agrees to defer: (a) any whole percentage of his
2
<PAGE> 3
or her compensation; (b) 100% of his or her basic and additional
stipends; or (c) 100% of his or her meeting fees. A participant's
compensation is his or her basic stipend, additional stipends paid to a
participant as Chair of a committee, and meeting fees. Compensation does
not include miscellaneous fees and expenses. Such Agreement shall be in
the form determined by the Board of Trustees. Agreements to participate
in this Plan may not be made retroactively and shall remain in effect
until terminated by either the participant or the Board of Trustees. A
Trustee or Member may elect to participate in this Plan no later than
December 31, of the year prior to the year for which such Agreement is to
be effective, provided however, that in the year in which the Plan is
first implemented, or the year in which a Trustee or Member first becomes
eligible to participate, such Agreement may be made within 30 days after
the Plan is effective or the Trustee or Member first becomes eligible. An
Agreement can apply only to compensation for services performed after the
Agreement is made. A Trustee or Member is a "non-employee" if he or she
is not an employee of TIAA, CREF, TIAA-CREF Mutual Funds, and/or
TIAA-CREF Institutional Mutual Funds.
3. Plan Credits. Credits under this Plan, referred to hereinafter as "Plan
Credits" will be made pursuant to the
3
<PAGE> 4
Agreement described in 2 above. Plan Credits to the bookkeeping account
for a participant shall be allocated among the notional TIAA and CREF
accounts for such participant used for measurement purposes under this
Plan. Each participant may request that his or her account be allocated
among the available options under such contracts in whole percentages. If
no such allocation request is made by the participant, his or her account
shall be allocated to the notional CREF Money Market Account.
Once made, the participant's allocation request shall remain in effect
for all subsequent deferrals until such request is changed by the
participant. A participant may subsequently request transfers of amounts
allocated to the notional TIAA or CREF accounts to the extent that such
transfers are permitted pursuant to the terms of the contracts allocated
to the bookkeeping account of the participant. The Board of Trustees
shall prescribe the procedures that must be followed in order for a
participant to make allocation and transfer requests.
The value of a participant's Plan Credits shall subsequently be measured
by the experience of the annuity contracts purchased by TIAA, CREF,
TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds from
TIAA-CREF
4
<PAGE> 5
pursuant to Article 1 of this Plan.
Although the Board of Trustees intend to allocate the plan accounts in
accordance with participant requests, the Board of Trustees reserve the
right to allocate such accounts without regard to such requests, and may
decide to measure the value of the bookkeeping accounts in some other
manner.
4. Benefits. Benefits under this Plan shall be paid in a lump sum as of the
first business day of the calendar month following the date the
participant terminates from his or her position on the Board unless an
earlier or later date is specified in the Agreement. The foregoing
notwithstanding, a participant may request, and the Board of Trustees may
agree, to: (a) irrevocably delay payment to the first business day of
January in the year following the year in which payment would otherwise
occur; or (b) irrevocably make payments in annual installments over a
five or ten year period as the participant may request, commencing per
that request either on the first business day of the calendar month
following the date the payment would otherwise occur or the first
business day of January of the year following the date payment would
otherwise occur. Any such request must be made in writing and must be
received at the address TIAA, CREF, TIAA-CREF Mutual Funds or TIAA-CREF
5
<PAGE> 6
Institutional Mutual Funds shall specify, at least one-hundred and eighty
(180) days prior to the date payment(s) would otherwise begin.
5. Hardship Distributions. A participant may receive an amount from his or
her bookkeeping account required on account of an unforeseeable emergency
as determined by the Board of Trustees in their sole discretion. An
unforeseeable emergency is a severe financial hardship to the participant
resulting from a sudden and unexpected illness or accident of the
participant or of a dependent (as defined in Code Section 152(a)) of the
participant, loss of the participant's property due to casualty, or other
similar or extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the participant. The circumstances
that will constitute an unforeseeable emergency will depend upon the
facts of each case, but, in any case, payment may not be made to the
extent that such hardship is or may be relieved:
(i) Through reimbursement or compensation by insurance or
otherwise;
(ii) By liquidation of the participant's assets, to the extent the
liquidation of such assets would not itself cause severe hardship;
or
(iii) By cessation of deferrals under this Plan.
6
<PAGE> 7
Withdrawals of amounts because of an unforeseeable emergency may not
exceed a participant's bookkeeping account under this Plan and shall only
be permitted to the extent reasonably necessary to satisfy the emergency
need.
6. Death Benefits. In the event a participant dies prior to receiving the
benefits described in Article 4, the full current value of the Credits
under this Plan is then payable to the beneficiary or beneficiaries named
by the participant to receive a death benefit under this Plan. Each
participant may file, on a form acceptable to TIAA, CREF, TIAA-CREF
Mutual Funds or TIAA-CREF Institutional Mutual Funds a written election
designating his or her beneficiary or beneficiaries. In order to be
effective, any such designation must be received by a duly authorized
representative of TIAA, CREF, TIAA-CREF Mutual Funds or TIAA-CREF
Institutional Mutual Funds prior to the participant's death. If a
participant dies and there is no effective beneficiary designation or the
beneficiary dies before payment is made, the payment shall be made to the
participant's estate.
7. Nontransferability. To the extent permitted by law, the right of any
participant or any beneficiary in any benefit or to any payment hereunder
shall not be subject in any
7
<PAGE> 8
manner to attachment or other legal process for the debts of such
participant or beneficiary; and any such benefit or payment shall not be
subject to anticipation, alienation, sale, transfer, assignment, or
encumbrance.
8. Amendment. While it is expected that this Plan will continue
indefinitely, the Board of Trustees reserve the right to modify or
discontinue the Plan at any time. Any discontinuance or modification of
the Plan cannot affect the benefits accrued by participants prior to the
date of discontinuance or modification.
9. Participant Status. Neither this Plan nor any action taken hereunder
shall be construed as giving any participant any equitable or legal right
against TIAA, CREF, TIAA-CREF Mutual Funds or TIAA-CREF Institutional
Mutual Funds except as provided herein, or any right to be retained as a
Trustee or Member.
10. Governing Law. To the extent not superseded by Federal Law, the laws of
the State of New York shall be controlling in all matters related to this
Plan.
8
<PAGE> 1
EXHIBIT f(2)
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
1. This Plan. This document sets forth the provisions of the TIAA and CREF
Non-Employee Trustee and Member, and TIAA-CREF Mutual Funds and TIAA-CREF
Institutional Mutual Fund Non-Employee Trustee, Long Term Compensation
Plan (the "Plan") established by the Board of Trustees of Teachers
Insurance and Annuity Association ("TIAA"), the Board of Trustees of
College Retirement Equities Fund ("CREF"), the Board of Trustees of
TIAA-CREF Mutual Funds, and the Board of Trustees of TIAA-CREF
Institutional Mutual Funds, (collectively referred to as the "Board of
Trustees") as of January 1, 1998, as amended as of May 19,1999. Credits
under this plan shall be reflected by bookkeeping accounts maintained by
TIAA, CREF, TIAA-CREF Mutual Funds, and TIAA-CREF Institutional Mutual
Funds. The obligations of TIAA, CREF, and TIAA-CREF Mutual Funds and
TIAA-CREF Institutional Mutual Funds under this Plan are unfunded,
unsecured, promises to make future payments. In their sole discretion,
TIAA, CREF, TIAA-CREF Mutual Funds, and TIAA-CREF
1
<PAGE> 2
Institutional Mutual Funds may purchase annuity contracts issued by TIAA
or CREF in amounts equal to all or a portion of the amounts so credited.
No Trustee or Member, or former Trustee or Member, shall acquire any
interest in any such contracts, and any such contracts shall remain the
sole property of TIAA, CREF, TIAA-CREF Mutual Funds or TIAA-CREF
Institutional Mutual Funds and may be disposed of by TIAA, CREF, and
TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds at any
time for any corporate purpose. These contracts shall be subject to all
the claims of TIAA's, CREF's, TIAA-CREF Mutual Funds' and TIAA-CREF
Institutional Mutual Funds' creditors, and shall not be a trust fund or
collateral security for the obligation to pay the Trustee or Member his
or her accumulations under this Plan.
2. Eligibility and Participation. Any non-employee Trustee of TIAA, CREF,
TIAA-CREF Mutual Funds or TIAA-CREF Institutional Mutual Funds
("Trustee") and any non-employee member of the Board of Overseers of TIAA
and CREF ("Member") shall become a participant in this Plan on the later
of January 1, 1998 or the first day of the Trustee's or Member's first
term as Trustee or Member. A Trustee is a "non-employee" if he or she is
not an employee of TIAA, CREF, TIAA-CREF Mutual Funds and/or TIAA-CREF
Institutional Mutual Funds. Participation in the Plan shall end at the
termination of the Trustee or Member from his or her
2
<PAGE> 3
respective Boards.
3. Plan Credits. Credits under this Plan, referred to hereinafter as "Plan
Credits" will be made once each calendar quarter to unfunded bookkeeping
accounts established for each participant and in the aggregate shall
equal 50% of the participant's annual stipend. A participant's annual
stipend is the basic compensation paid to the participant and does not
include additional annual stipends paid to a participant as Chair of a
committee, meeting fees, or any miscellaneous fees and expenses.
In addition, if the participant was also a participant under the
terminated TIAA and CREF Non-Employee Trustee and Member Deferred
Compensation Plan, Plan Credits in the amount of the unfunded bookkeeping
account maintained on behalf of the participant, as of January 2, 1998,
in that plan shall, as of January 5, 1998, be credited to the bookkeeping
account maintained on behalf of the participant under this Plan.
Plan Credits to the bookkeeping account for a participant shall be
allocated among the notional TIAA and CREF accounts for such participant
used for measurement purposes under this Plan, in such amounts as shall
be determined by the Board of Trustees. The value of such Plan Credits
shall subsequently be measured by the experience of the individual
3
<PAGE> 4
annuity contracts purchased by TIAA, CREF, TIAA-CREF Mutual Funds, and
TIAA-CREF Institutional Mutual Funds from TIAA-CREF pursuant to Article 1
of this Plan. The Board of Trustees may subsequently change the
allocation percentages in any bookkeeping account at such times as they
shall determine in their sole discretion. The foregoing notwithstanding,
the Board of Trustees may decide to measure the value of participant
bookkeeping accounts in some other manner and without reference to
TIAA-CREF contracts.
4. Benefits. Benefits under this Plan shall be paid in a lump sum as of the
first business day of the calendar month following the date the
participant terminates from his or her position on the Board. The
foregoing notwithstanding, a participant may request, and the Board of
Trustees may agree, to: (a) irrevocably delay payment to the first
business day of January in the year following the year in which payment
would otherwise occur; or (b) irrevocably make payments in annual
installments over a five or ten year period as the participant may
request, commencing per that request either on the first business day of
the calendar month following the date the participant terminates from his
or her position on the Board or the first business day of January of the
year following such termination. Any such request must be made in writing
and must be received at the address TIAA, CREF, TIAA-CREF Mutual Funds or
TIAA-CREF
4
<PAGE> 5
Institutional Mutual Funds shall specify, at least one-hundred and eighty
(180) days prior to the date payment(s) would otherwise begin.
5. Death Benefits. In the event a participant dies prior to receiving the
benefits described in Article 4, the full current value of the Credits
under this Plan is then payable to the beneficiary or beneficiaries named
by the participant to receive a death benefit under this Plan. Each
participant may file, on a form acceptable to TIAA, CREF, TIAA-CREF
Mutual Funds or TIAA-CREF Institutional Mutual Funds a written election
designating his or her beneficiary or beneficiaries. In order to be
effective, any such designation must be received by a duly authorized
representative of TIAA, CREF, TIAA-CREF Mutual Funds or TIAA-CREF
Institutional Mutual Funds prior to the participant's death. If a
participant dies and there is no effective beneficiary designation or the
beneficiary dies before payment is made, the payment shall be made to the
participant's estate.
6. Nontransferability. To the extent permitted by law, the right of any
participant or any beneficiary in any benefit or to any payment hereunder
shall not be subject in any manner to attachment or other legal process
for the debts of such participant or beneficiary; and any such benefit or
payment shall not be subject to anticipation, alienation,
5
<PAGE> 6
sale, transfer, assignment, or encumbrance.
7. Amendment. While it is expected that this Plan will continue
indefinitely, the Board of Trustees reserve the right to modify or
discontinue the Plan at any time and for any reason, including an
amendment or termination that shall have the effect of reducing any
benefit accrued to a participant prior to the date of amendment or
termination.
8. Employment. Neither this Plan nor any action taken hereunder shall be
construed as giving any participant any equitable or legal right against
TIAA, CREF, TIAA-CREF Mutual Funds or TIAA-CREF Institutional Mutual
Funds except as provided herein, or any right to be retained as a Trustee
or Member.
9. Governing Law. To the extent not superseded by Federal Law, the laws of
the State of New York shall be controlling in all matters related to this
Plan.
6
<PAGE> 1
EXHIBIT (i)
[TIAA-CREF LOGO]
Teachers Insurance and Annuity Assocation
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017-3206
June 29, 1999
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 of pre-effective
amendment No. 3 to the Registration Statement (File Nos. 333-76651 and
811-09301) on Form N-1A for the TIAA-CREF Institutional Mutual Funds. The
Registration Statement covers an indefinite amount of securities in the form of
shares of beneficial interest in the TIAA-CREF Institutional Mutual Funds (the
"Shares").
I have examined the Declaration of Trust and other corporate records of
the TIAA-CREF Institutional Mutual Funds, and the relevant statutes and
regulations of the State of Delaware. On the basis of such examination, it is my
opinion that:
1. The TIAA-CREF Institutional Mutual Funds is a business trust duly
organized and validly existing under the laws of the State of Delaware.
2. 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/ Charles H. Stamm
Charles H. Stamm
Executive Vice President
and General Counsel
<PAGE> 1
EXHIBIT (j)(l)
SUTHERLAND 1275 Pennsylvania Avenue, NW
- ASBILL & - Washington, DC 20004-2415
BRENNAN LLP 202.383.0100
Attorneys at Law fax 202.637.3593
www.sablaw.com
June 29, 1999
STEVEN B. BOEHM
DIRECT LINE: (202) 383-0176
Internet: [email protected]
The Board of Trustees
TIAA-CREF Institutional Mutual Funds
730 Third Avenue
New York, New York 10017-3206
Re: TIAA-CREF Institutional Mutual Funds
Registration Statement on Form N-1A
File Nos. 333-76651 and 811-09301
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as a part of
Pre-Effective Amendment No. 3 to the above-captioned registration statement on
Form N-1A. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.
Sincerely,
SUTHERLAND ASBILL & BRENNAN LLP
/s/ Steven B. Boehm
By:
-------------------------------
Steven B. Boehm
Atlanta - Austin - New York - Tallahassee - Washington, DC
<PAGE> 1
EXHIBIT (j)(2)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Investment Advisory
and Other Services" and "Experts" and to the use of our report dated June 25,
1999 in this Registration Statement (File numbers 333-76651 and 811-9301) of
TIAA-CREF Institutional Mutual Funds.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
June 25, 1999
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