AMENDMENT TO DECLARATION OF TRUST
OF TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

	THIS AMENDMENT TO THE DECLARATION OF TRUST OF TIAA-CREF
INSTITUTIONAL MUTUAL FUNDS (the Amendment) is entered into as of the 2nd day of
October, 2006.

WHEREAS, the Trust is governed by the Declaration of Trust dated April 15, 1999,
 as amended (the Declaration); and WHEREAS, Article 10, Section 10.1 of the
Declaration provides that except as otherwise specifically provided herein or
as required by the 1940 Act or other applicable law, this Declaration may be
amended at any time by an instrument in writing signed by a majority of the
Trustees then in office; and WHEREAS, at meetings duly called and held on the
19th of September, 2006, the Trustees resolved to amend the Declaration as
hereinafter set forth.

NOW, THEREFORE, the Trustees hereby amend the Declaration as hereinafter set
forth:

1.	Article 7, Section 7.5 of the Declaration, is hereby amended as follows:

Section 7.5.  Required Vote. Except as required by the 1940 Act or other
applicable law, any matter upon which the Shareholders vote should be approved
by the affirmative vote of a majority of the votes cast on such matter at a
meeting of the Shareholders at which a quorum is present, including the election
of Trustees.  Any incumbent Trustee in an uncontested election who fails to
receive a majority of votes cast shall be required to tender an irrevocable
letter of resignation to the board and the board shall decide promptly whether
to accept the resignation or to seat the incumbent Trustee.  In any contested
election of Trustees, the plurality of votes cast standard shall apply.

2.	The Declaration shall in all other respects remain in full force and
effect.

3.	This amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute one and the same Amendment.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust,
have executed this Amendment to the Declaration of the TIAA-CREF Institutional
Mutual Funds as of the day first above written.





/s/ Eugene Flood, Jr.	/s/ Howell E. Jackson	/s/ Nancy L. Jacob
Eugene Flood, Jr.	Howell E. Jackson	Nancy L. Jacob





/s/ Bridget A. Macaskill	/s/ James M. Poterba	/s/ Maceo K. Sloan
Bridget A. Macaskill	James M. Poterba	Maceo K. Sloan





/s/ Laura T. Starks	/s/ Forrest Berkley
Laura T. Starks	Forrest Berkley