AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT
FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
AMENDMENT, dated March 31, 2006 to the Investment Management Agreement dated
February 1, 2006 (the Agreement), by and between TIAA-CREF Institutional Mutual
Funds (the Trust) and Teachers Advisors, Inc. (Advisors).
WHEREAS, the Trust has established six additional series (the Funds) for which
Trust would like Advisors to serve as investment manager pursuant to the
terms of the Agreement between the Trust and Advisors, whereby Advisors
provides investment management services to series of the Trust for a fee.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, the Trust and Advisors hereby agree to amend the Agreement
as follows:
1. As of the effective date of this Amendment, the following Funds shall
be subject to the terms and provisions of the Agreement:
Large-Cap Growth Fund
High-Yield Fund II
Short-Term Bond Fund II
Managed Allocation Fund II
Tax-Exempt Bond Fund II
Bond Plus Fund II
2. The following shall be added to Appendix A of the Agreement:
Large-Cap Growth Fund
Assets Under Management (Billions) Fee Rate (average daily net assets)
$0.0--$1.0 0.45%
Over $1.0--$2.5 0.43%
Over $2.5--$4.0 0.41%
Over $4.0 0.39%
Bond Plus Fund II
Tax-Exempt Bond Fund II
Assets Under Management (Billions) Fee Rate (average daily net assets)
$0.0--$1.0 0.30%
Over $1.0--$2.5 0.29%
Over $2.5--$4.0 0.28%
Over $4.0 0.27%
Short-Term Bond Fund II
Assets Under Management (Billions) Fee Rate (average daily net assets)
$0.0--$1.0 0.25%
Over $1.0--$2.5 0.24%
Over $2.5--$4.0 0.23%
Over $4.0 0.22%
High-Yield Fund II
Assets Under Management (Billions) Fee Rate (average daily net assets)
$0.0--$1.0 0.35%
Over $1.0--$2.5 0.34%
Over $2.5--$4.0 0.33%
Over $4.0 0.32%
Managed Allocation Fund II
All Assets 0.00%
IN WITNESS WHEREOF, the Trust and Advisors have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers on the day and year first written above.
TIAA-CREF INSTITUTIONAL
MUTUAL FUNDS
By:
Title:
TEACHERS ADVISORS, INC.
By:
Title:
