Exhibit 99.(d)(2) AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT FOR TIAA- CREF INSTITUTIONAL MUTUAL FUNDS AMENDMENT, dated ______________, 2002, to the Investment Management Agreement dated June 1, 1999 (the "Agreement"), by and between TIAA-CREF...

                                                               Exhibit 99.(d)(2)

                     AMENDMENT TO THE INVESTMENT MANAGEMENT
               AGREEMENT FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS


       AMENDMENT, dated ______________, 2002, to the Investment Management
Agreement dated June 1, 1999 (the "Agreement"), by and between TIAA-CREF
Institutional Mutual Funds (the "Fund") and Teachers Advisors, Inc.
("Advisors").

       WHEREAS, the Fund currently consists of seven series, currently known as
the International Equity Fund, Growth Equity Fund, Growth and Income Fund,
Equity Index Fund, Social Choice Equity Fund and Money Market Fund;

       WHEREAS, the Fund has established 16 additional series as of the date
hereof, which shall be known as the Large-Cap Value Fund, Mid-Cap Growth Fund,
Mid-Cap Value Fund, Small-Cap Equity Fund, International Equity Index Fund,
Large-Cap Value Index Fund, Large- Cap Growth Index Fund, Mid-Cap Value Index
Fund, Mid-Cap Growth Index Fund, Mid-Cap Blend Index Fund, Small-Cap Value Index
Fund, Small-Cap Growth Index Fund, Small-Cap Blend Index Fund, 500 Index Fund,
Real Estate Securities Fund and the Inflation-Linked Bond Fund;

       WHEREAS, Advisors is willing to provide investment management services to
the Fund and the Funds, including the 16 additional series, in accordance with
the terms and conditions of the Agreement; and

       WHEREAS, Advisors is willing to decrease the fees it receives for
investment management services to the currently existing Funds;

       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 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:

       Institutional Bond Fund.........................................0.08%

       Institutional Equity Index Fund.................................0.04%

       Institutional Growth and Income Fund............................0.08%


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       Institutional Growth Equity Fund................................0.08%

       Institutional International Equity Fund.........................0.09%

       Institutional Money Market Fund.................................0.04%

       Institutional Social Choice Equity Fund.........................0.04%

       Institutional Large-Cap Value Fund..............................0.08%

       Institutional Mid-Cap Value Fund................................0.08%

       Institutional Mid-Cap Growth Fund...............................0.08%

       Institutional Small-Cap Equity Fund.............................0.08%

       Institutional International Equity Index Fund...................0.04%

       Institutional Large-Cap Value Index Fund........................0.04%

       Institutional Large-Cap Growth Index Fund.......................0.04%

       Institutional Mid-Cap Value Index Fund..........................0.04%

       Institutional Mid-Cap Growth Index Fund.........................0.04%

       Institutional Mid-Cap Blend Index Fund..........................0.04%

       Institutional Small-Cap Value Index Fund........................0.04%

       Institutional Small-Cap Growth Index Fund.......................0.04%

       Institutional Small-Cap Blend Index Fund........................0.04%

       Institutional 500 Index Fund....................................0.04%

       Institutional Real Estate Securities Fund ......................0.09%

       Institutional Inflation-Linked Bond Fund........................0.09%

       2.     Section 14 of the Agreement shall be amended to provide that all
notices or other

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communications provided for under the Agreement delivered to the Fund shall be
to the attention of the President of the Fund.

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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 INSTITUTIONAL
MUTUAL FUNDS

By:                                       Attest:
   -------------------------------------         -------------------------------
Title:                                    Title:
   -------------------------------------         -------------------------------


TEACHERS ADVISORS, INC.

By:                                       Attest:
   -------------------------------------         -------------------------------
Title:                                    Attest:
   -------------------------------------         -------------------------------


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