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Special Meeting for Shareholders of Eight Institutional Mutual Funds to be held on January 25, 2006

The TIAA-CREF Institutional Mutual Funds (the "Institutional Mutual Funds") will hold a special shareholders meeting on January 25 at 2 p.m. to vote on a new investment advisory agreement. Proxy packages will be mailed during the week of November 28 for the following eight funds: International Equity, Large-Cap Value, Small-Cap Equity, Real Estate Securities, Social Choice Equity, Bond, Inflation-Linked Bond and Money Market. The meeting will be held at 730 Third Avenue, New York, New York. The Board of Trustees of the Institutional Mutual Funds has set October 31, 2005, as the record date for determining the number of votes entitled to be cast at the meeting or any adjournments thereof.

The proposed new investment management agreement would result in higher advisory fees for the eight funds listed above and is the same as the proposal for these funds originally presented for shareholder approval in a proxy statement dated July 5, 2005 and voted on at a special shareholder meeting on August 31, 2005. This proposal is being resubmitted because the original proposal was not approved, primarily as a result of the voting by a few large, institutional shareholders. However, because some of these institutions have indicated a willingness to re-examine their vote, shareholders who voted on this proposal during the original proxy are being asked to vote again. Any vote that you cast on this proposal for the prior meeting does not count for this meeting.

It's important to vote...again!

Since we cannot hold the meeting unless a quorum is reached, please help avoid the expense of follow-up communications by voting as soon as possible before the meeting, even if you plan to attend the meeting. You can select the voting format that you find most convenient:

  • Mark, sign and mail the enclosed proxy card in the postage-paid envelope provided;
  • Log on to the Internet site shown on your proxy card(s) and follow the online instructions;
  • Dial the toll-free telephone number shown on your proxy card(s) and follow the recorded instructions; (Please note that to vote online or by phone you'll need to enter your 14-digit control number exactly as it appears on your ballot or email notice.); or
  • Vote in person at the special meeting.

If you plan to attend the meeting, please call 1 877 535-3910, ext. 2440 toll free to obtain an admission pass. You must be a shareholder of one of the eight funds or an authorized representative of a shareholder in order to attend the meeting. In accordance with TIAA-CREF's security procedures, a pass and appropriate picture identification will be required to enter the special meeting. Please note that no laptop computers, recording equipment or cameras will be permitted, and please read the instructions on the pass for additional information.

Questions?

If you have questions related to the proxy material or need assistance in voting your shares, please call DF King, an independent proxy solicitation firm, at 1 800 755-7250 to speak with a representative.

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