EXHIBIT (d)(4)
AMENDMENT TO THE INVESTMENT MANAGEMENT
AGREEMENT FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
AMENDMENT, dated October 1, 2004 to the Investment Management Agreement
dated June 1, 1999, as amended September 3, 2002, (the "Agreement") by and
between TIAA-CREF Institutional Mutual Funds (the "Fund") and Teachers Advisors,
Inc. ("Advisors").
WHEREAS, the Fund has established seven additional series, which shall
be known as the TIAA-CREF Lifecycle Funds, consisting of the 2010 Fund, 2015
Fund, 2020 Fund, 2025 Fund, the 2030 Fund, the 2035 Fund, and 2040 Fund (each a
"Lifecycle Fund");
WHEREAS, Advisors is willing to provide investment management services
to each Lifecycle Fund in accordance with the terms and conditions of the
Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Fund and Advisors hereby agree as follows:
1. Section 4(a) of the Agreement, setting forth the compensation of
Advisors, shall be amended by adding the following Funds to subparagraph (a):
TIAA-CREF Lifecycle Fund - 2010 Fund............ 0.10%
TIAA-CREF Lifecycle Fund - 2015 Fund............ 0.10%
TIAA-CREF Lifecycle Fund - 2020 Fund............ 0.10%
TIAA-CREF Lifecycle Fund - 2025 Fund............ 0.10%
TIAA-CREF Lifecycle Fund - 2030 Fund............ 0.10%
TIAA-CREF Lifecycle Fund - 2035 Fund............ 0.10%
TIAA-CREF Lifecycle Fund - 2040 Fund............ 0.10%
IN WITNESS WHEREOF, the Fund 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: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President Title: Assistant Secretary
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TEACHERS ADVISORS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President and Chief
Executive Officer Title: Secretary
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