EXHIBIT (d)
AMENDMENT TO THE INVESTMENT MANAGEMENT
AGREEMENT FOR TIAA-CREF MUTUAL FUNDS
AMENDMENT, dated as of September 3, 2002, to the Investment Management
Agreement dated July 1, 1997, (the "Agreement"), as amended, by and between
TIAA-CREF Mutual Funds (the "Fund") and Teachers Advisors, Inc. ("Advisors").
WHEREAS, the Fund currently consists of 11 series, currently known as
the International Equity Fund, the Growth Equity Fund, the Growth & Income Fund,
the Managed Allocation Fund, the Equity Index Fund, the Social Choice Equity
Fund, the Bond PLUS Fund, the Short-Term Bond Fund, the High-Yield Bond Fund,
the Tax-Exempt Bond Fund and the Money Market Fund;
WHEREAS, Advisors currently provides overall management of the Fund and
the Funds; and
WHEREAS, Advisors is willing to decrease the fees it receives for
overall management of the Fund and the Funds;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Fund and Advisors hereby agree as follows:
1. Section 3(a) of the Agreement shall be amended to read as follows:
For the services rendered, the facilities furnished and expenses
assumed by Advisors, the Fund shall pay to Advisors at the end of each calendar
month a fee calculated as a percentage of the average value of the net assets
each day for each Fund during that month at the following annual rates:
International Equity Fund........................................0.49%
Growth Equity Fund...............................................0.45%
Growth & Income Fund ............................................0.43%
Managed Allocation Fund ........................................ 0.00%
Equity Index Fund................................................0.26%
Social Choice Equity Fund........................................0.27%
Bond PLUS Fund ..................................................0.30%
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Short-Term Bond Fund.............................................0.30%
High-Yield Bond Fund ............................................0.34%
Tax-Exempt Bond Fund.............................................0.30%
Money Market Fund ...............................................0.29%
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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 MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxx, III Attest: /s/ Xxxxxxx Xxxxxx
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Title: Title: Chief Counsel, Securities Law
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TEACHERS ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxx Attest: /s/ Xxxxxxx Xxxxxx
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Title: Executive Vice President Title: Chief Counsel, Securities Law
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