EX-99.(N)(5) 33 c50184_ex99-n5.htm

Exhibit 99.(n)(5)

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

FORM OF AMENDMENT TO AMENDED AND RESTATED MULTIPLE CLASS (18f-3) PLAN

AMENDMENT dated November 30, 2007, to the Amended and Restated Multiple Class Plan, dated February 14, 2006 (the “Plan”), adopted by TIAA-CREF Institutional Mutual Funds (the “Trust”) in accordance with Rule 18f-3 under the Investment Company Act of 1940, as amended.

WHEREAS, the Trust has established three new series—Enhanced Large-Cap Growth Index Fund, Enhanced Large-Cap Value Index Fund and Enhanced International Equity Index Fund (collectively, the “New Funds”), and would like the Plan to apply to each of the New Funds;

NOW, THEREFORE, the Plan is amended as follows:

1. The Plan shall be amended by replacing the existing Exhibit A with the schedule attached hereto.

IN WITNESS WHEREOF, the Trust hereby acknowledges this Amendment to the Plan.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

EXHIBIT A


	Growth Equity Fund
	Growth & Income Fund
	International Equity Fund
	Large-Cap Value Fund
	Mid-Cap Growth Fund
	Mid-Cap Value Fund
	Small-Cap Equity Fund
	Large-Cap Growth Index Fund
	Large-Cap Value Index Fund
	Equity Index Fund
	S&P 500 Index Fund
	Mid-Cap Growth Index Fund
	Mid-Cap Value Index Fund
	Mid-Cap Blend Index Fund
	Small-Cap Growth Index Fund
	Small-Cap Value Index Fund
	Small-Cap Blend Index Fund
	International Equity Index Fund
	Social Choice Equity Fund
	Real Estate Securities Fund
	Bond Fund
	Inflation-Linked Bond Fund
	Money Market Fund
	Large-Cap Growth Fund
	Bond Plus Fund II
	Managed Allocation Fund II
	High-Yield Fund II
	Tax-Exempt Bond Fund II
	Short-Term Bond Fund II
	Enhanced Large-Cap Growth Index Fund
	Enhanced Large-Cap Value Index Fund
	Enhanced International Equity Index Fund