EXHIBIT 99.(D)(5)

                         EXPENSE REIMBURSEMENT AGREEMENT

         This Agreement is entered into effective as of the first day of
February 2005, by and between TIAA-CREF Institutional Mutual Funds (the
"Funds"), a Delaware business trust, and Teachers Advisors, Inc. ("Advisors"), a
Delaware corporation.

         WHEREAS, the Fund is an open-end diversified management investment
company currently consisting of twenty-three investment portfolios and three
classes (collectively, the "Fund Portfolios").

         WHEREAS, Advisors and the Funds have entered into an Investment
Management Agreement, dated June 1, 1999, as amended (the "Investment Management
Agreement") providing for investment management services to be provided by
Advisors to the Funds for an investment management fee; and

         WHEREAS, the parties hereto wish to lessen the impact of the ordinary
operating expenses of the Funds, other than the investment management fees paid
by the Fund pursuant to the Investment Management Agreement and any 12b-1 fees
(collectively, the "Other Expenses").

         NOW, THEREFORE, the parties do hereby agree as follows:

1.       TERM OF AGREEMENT. This Agreement shall commence as of the first day of
         February, 2005 and shall continue until the close of business on
         February 1, 2006, unless earlier terminated by written agreement of the
         parties hereto.

2.       REIMBURSEMENT OF EXPENSES OF THE FUND PORTFOLIOS. Advisors hereby
         agrees to reimburse the Funds for the Other Expenses of the Fund
         Portfolios that exceed, on an annual basis, the percentages of average
         daily net assets set forth on Exhibit A.

3.       AMOUNT AND FREQUENCY OF REIMBURSEMENTS. The amount of reimbursement, if
         any, for each Fund Portfolio shall be determined monthly. The frequency
         of such reimbursements shall be made from time to time as agreed upon
         between the Funds and Advisors.

4.       PROVISION OF FINANCIAL STATEMENTS. For such period as Advisors is
         obligated to pay any of the Other Expenses of the Fund pursuant to the
         provisions of this Agreement, Advisors hereby agrees to provide the
         Board of Trustees of the Funds, if requested by the Board, the
         unaudited financial statements of Advisors and the annual audited
         financial statements of Advisors.

5.       ASSIGNMENT AND MODIFICATION. This Agreement may be modified or assigned
         only by a writing signed by all of the parties.

6.       GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New York.



         IN WITNESS WHEREOF, the parties have executed this Agreement effective
         as of the date first written above.



                                           Teachers Advisors, Inc.

                                           By:
                                              ----------------------------------
TIAA-CREF Institutional Mutual Funds

By:
   ----------------------------------




                                    Exhibit A

                                      Institutional    Retirement       Retail
--------------------------------------------------------------------------------

Growth Equity Fund                       0.06%

Growth & Income Fund                     0.06%           0.36%

International Equity Fund                0.11%           0.46%

Large-Cap Value Fund                     0.06%           0.40%           0.36%

Mid-Cap Growth Fund                      0.07%           0.40%           0.36%

Mid-Cap Value Fund                       0.07%           0.40%           0.36%

Small-Cap Equity Fund                    0.07%           0.40%           0.22%

Large-Cap Growth Index Fund              0.04%           0.38%

Large-Cap Value Index Fund               0.04%           0.40%

Equity Index Fund                        0.04%

S&P 500 Index Fund                       0.04%           0.40%

Mid-Cap Growth Index Fund                0.04%           0.40%

Mid-Cap Value Index Fund                 0.04%           0.40%

Mid-Cap Blend Index Fund                 0.04%           0.40%

Small-Cap Growth Index Fund              0.04%           0.40%

Small-Cap Value Index Fund               0.04%           0.40%

Small-Cap Blend Index Fund               0.04%           0.40%

International Equity Index Fund          0.11%           0.46%

Social Choice Equity Fund                0.07%           0.40%

Real Estate Securities Fund              0.07%           0.38%           0.36%

Bond Fund                                0.06%

Inflation-Linked Bond Fund               0.05%                           0.21%

Money Market Fund                        0.05%