0000930413-07-009084 Sample Contracts

FORM OF AMENDMENT TO THE RETIREMENT SERVICE AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Retirement Service Agreement • November 30th, 2007 • Tiaa Cref Institutional Mutual Funds

AMENDMENT, dated November 30, 2007, to the Retirement Service Agreement, dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

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FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • November 30th, 2007

AMENDMENT, dated November 30, 2007, to the Investment Management Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

FORM OF SEED MONEY AGREEMENT
Form of Seed Money Agreement • November 30th, 2007 • Tiaa Cref Institutional Mutual Funds • New York

SEED MONEY AGREEMENT (the “Agreement”) made as of November 30, 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.

FORM OF FOURTH AMENDMENT TO THE AGREEMENT TO SUSPEND DISTRIBUTION PLANS FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • November 30th, 2007

AMENDMENT, dated November 30, 2007, to the Agreement to Suspend Distribution Plans, dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Personal Investors Services, Inc. (“TPIS”).

INVESTMENT ACCOUNTING AGREEMENT
Mutual Confidentiality Agreement • November 30th, 2007 • Tiaa Cref Institutional Mutual Funds • New York

This Investment Accounting Agreement (the “Agreement”) is made effective as of this 20th day of November, 2007 by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the commonwealth of Massachusetts (“State Street”), each open-end registered investment company identified on Schedule A attached hereto, as such schedule may be amended from time to time (each such registered management investment company shall hereinafter be referred to as a “Fund” and, collectively, the “Funds”).

Master Custodian Agreement
Mutual Confidentiality Agreement • November 30th, 2007 • Tiaa Cref Institutional Mutual Funds • New York

This Master Custodian Agreement (the “Agreement”) is made effective as of the 20th day of November, 2007 by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts (the “Custodian”) and each open-end registered management investment company identified on Appendix A attached hereto, as such appendix may be amended from time to time, that has executed this Agreement or a counterpart thereof (each such management investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below shall hereinafter be referred to as the “Fund”).

FORM OF SIXTH AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA- CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • November 30th, 2007

AMENDMENT, dated November 30, 2007, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

FORM OF FOURTH AMENDMENT TO THE FEE WAIVER AGREEMENT FOR CERTAIN TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Tiaa Cref Institutional Mutual Funds • November 30th, 2007

AMENDMENT, dated November 30, 2007, 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”).

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