0000930413-06-000667 Sample Contracts

AGREEMENT TO SUSPEND DISTRIBUTION PLANS
Suspend Distribution Plans • February 1st, 2006 • Tiaa Cref Institutional Mutual Funds • New York

This Agreement is entered into effective as February 1, 2006, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”), a Delaware statutory trust, and Teachers Personal Investors Services, Inc. (“TPIS”), a Delaware corporation.

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FEE WAIVER AGREEMENT
Fee Waiver Agreement • February 1st, 2006 • Tiaa Cref Institutional Mutual Funds • New York

This Agreement is entered into effective as February 1, 2006, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (“Advisors”), a Delaware corporation.

INVESTMENT MANAGEMENT AGREEMENT FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Investment Management Agreement • February 1st, 2006 • Tiaa Cref Institutional Mutual Funds • New York

THIS AGREEMENT is made this 1st day of February, 2006, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (the “Advisor”), a Delaware corporation.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS RETIREMENT SERVICE AGREEMENT
Funds Retirement Service Agreement • February 1st, 2006 • Tiaa Cref Institutional Mutual Funds • New York

THIS SERVICE AGREEMENT (this “Agreement”) is made as of February 1, 2006, by and between TIAA-CREF Institutional Mutual Funds (“Institutional Fund”), a Delaware business trust, and Teachers Advisors, Inc. (“Advisors”), a Delaware corporation.

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