EX-99.77Q1 OTHR EXHB 5 amendd.txt AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS AMENDMENT, dated March 31, 2006 to the Investment Management Agreement dated February 1, 2006 (the Agreement), by and between TIAA-CREF Institutional Mutual Funds (the Trust) and Teachers Advisors, Inc. (Advisors). WHEREAS, the Trust has established six additional series (the Funds) for which Trust would like Advisors to serve as investment manager pursuant to the terms of the Agreement between the Trust and Advisors, whereby Advisors provides investment management services to series of the Trust for a fee. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Trust and Advisors hereby agree to amend the Agreement as follows: 1. As of the effective date of this Amendment, the following Funds shall be subject to the terms and provisions of the Agreement: Large-Cap Growth Fund High-Yield Fund II Short-Term Bond Fund II Managed Allocation Fund II Tax-Exempt Bond Fund II Bond Plus Fund II 2. The following shall be added to Appendix A of the Agreement: Large-Cap Growth Fund Assets Under Management (Billions) Fee Rate (average daily net assets) $0.0--$1.0 0.45% Over $1.0--$2.5 0.43% Over $2.5--$4.0 0.41% Over $4.0 0.39% Bond Plus Fund II Tax-Exempt Bond Fund II Assets Under Management (Billions) Fee Rate (average daily net assets) $0.0--$1.0 0.30% Over $1.0--$2.5 0.29% Over $2.5--$4.0 0.28% Over $4.0 0.27% Short-Term Bond Fund II Assets Under Management (Billions) Fee Rate (average daily net assets) $0.0--$1.0 0.25% Over $1.0--$2.5 0.24% Over $2.5--$4.0 0.23% Over $4.0 0.22% High-Yield Fund II Assets Under Management (Billions) Fee Rate (average daily net assets) $0.0--$1.0 0.35% Over $1.0--$2.5 0.34% Over $2.5--$4.0 0.33% Over $4.0 0.32% Managed Allocation Fund II All Assets 0.00% IN WITNESS WHEREOF, the Trust and Advisors have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first written above. TIAA-CREF INSTITUTIONAL MUTUAL FUNDS By: Title: TEACHERS ADVISORS, INC. By: Title: