0000930413-07-000375 Sample Contracts

THIRD AMENDMENT TO THE AGREEMENT TO SUSPEND DISTRIBUTION PLANS FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

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

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SECOND AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR TIAA-CREF INSTITUTIONAL GROWTH EQUITY FUND
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

AMENDMENT, dated December 1, 2006, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”), on behalf of the Growth Equity Fund (the “Fund”), and Teachers Advisors, Inc. (“Advisors”).

FIFTH AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS (for Institutional Class of Lifecycle Funds)
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

AMENDMENT, dated January 17, 2007 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”).

SECOND AMENDMENT TO THE AGREEMENTTO SUSPEND DISTRIBUTION PLANS FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

AMENDMENT, dated May 16, 2006 to the Agreement to Suspend Distribution Plans, dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Personal Investors Services, Inc. (“TPIS”).

THIRD AMENDMENT TO THE FEE WAIVER AGREEMENT FOR CERTAIN TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

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

THIRD AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

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

AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS (for Retirement Class of Lifecycle Funds)
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

AMENDMENT, dated December 6, 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”), as subsequently amended.

SEED MONEY AGREEMENT
Seed Money Agreement • January 17th, 2007 • Tiaa Cref Institutional Mutual Funds • New York

SEED MONEY AGREEMENT (the “Agreement”) made as of January 17, 2007, by and between Teachers Insurance and Annuity Association of America (“TIAA”), a corporation existing under the laws of the State of New York, and TIAA-CREF Institutional Mutual Funds (the “Institutional Funds”), a Delaware statutory trust.

AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR TIAA-CREF INSTITUTIONAL GROWTH EQUITY FUND
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

AMENDMENT, dated May 16, 2006, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”), on behalf of the Growth Equity Fund (the “Fund”), and Teachers Advisors, Inc. (“Advisors”).

SECOND AMENDMENT TO THE FEE WAIVER AGREEMENT FOR CERTAIN TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

AMENDMENT, dated May 16, 2006, to the Fee Waiver Agreement dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

SECOND AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • January 17th, 2007

AMENDMENT, dated May 16, 2006, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

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