0000930413-06-002625 Sample Contracts

AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • March 31st, 2006

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”).

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AMENDMENT TO THE FEE WAIVER AGREEMENT FOR CERTAIN TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • March 31st, 2006

AMENDMENT, dated March 31, 2006 to the Fee Waiver Agreement dated February 1, 2006 (the “Agreement”), by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

AMENDMENT TO THE AGREEMENTTO SUSPEND DISTRIBUTION PLANS FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • March 31st, 2006

AMENDMENT, dated March 31, 2006 to the Agreement to Suspend Distribution Plans, dated February 1, 2006 (the “Agreement”), by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Personal Investors Services, Inc. (“TPIS”).

AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • March 31st, 2006

AMENDMENT, dated March 31, 2006 to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

AMENDMENT TO THE RETIRMENT SERVICE AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • March 31st, 2006

AMENDMENT, dated March 31, 2006 to the Retirement Service Agreement dated February 1, 2006 (the “Agreement”), by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

SEED MONEY AGREEMENT
Seed Money Agreement • March 31st, 2006 • Tiaa Cref Institutional Mutual Funds • New York

SEED MONEY AGREEMENT (the “Agreement”) made as of March 31, 2006, by and between Teachers Insurance and Annuity Association of America (“TIAA”), a corporation existing under the laws of the State of New York, and TIAA-CREF Institutional Mutual Funds (the “Institutional Funds”), a Delaware statutory trust.

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