0000930413-09-004736 Sample Contracts

SEED MONEY AGREEMENT
Seed Money Agreement • September 11th, 2009 • Tiaa-Cref Funds • New York

SEED MONEY AGREEMENT (the “Agreement”) made as of September 10, 2009, by and between Teachers Insurance and Annuity Association of America (“TIAA”), a corporation existing under the laws of the State of New York, and TIAA-CREF Funds (the “Funds”), a Delaware statutory trust.

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TENTH AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF FUNDS
Tiaa-Cref Funds • September 11th, 2009

AMENDMENT, dated September 10, 2009, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

AMENDMENT TO THE AGREEMENT TO SUSPEND DISTRIBUTION PLANS FOR TIAA-CREF FUNDS
Tiaa-Cref Funds • September 11th, 2009

AMENDMENT, dated September 10, 2009, to the Agreement to Suspend Distribution Plans, dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Funds (the “Trust”) and Teachers Personal Investors Services, Inc. (“TPIS”).

NINTH AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF FUNDS
Tiaa-Cref Funds • September 11th, 2009

AMENDMENT, dated August 1, 2009, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

AMENDMENT to Transfer Agency and Service Agreement (the “Agreement”) between Boston Financial Data Services, Inc. (the “Transfer Agent”) and Each of the Entities listed on Schedule A to the Agreement (the “Funds”)
Transfer Agency and Service Agreement • September 11th, 2009 • Tiaa-Cref Funds

This Amendment is entered into effective as of September 1, 2009. In accordance with Section 17.1 (Amendment) of the Agreement between the Funds and the Transfer Agent as of September 1, 2004, as amended, (the “Agreement”) the parties desire to amend the Agreement as set forth herein.

AMENDMENT TO THE RETIREMENT SERVICE AGREEMENT FOR THE TIAA-CREF FUNDS
Retirement Service Agreement • September 11th, 2009 • Tiaa-Cref Funds

AMENDMENT, dated September 10, 2009, to the Retirement Service Agreement, dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

SEVENTH AMENDMENT TO THE AGREEMENT TO SUSPEND DISTRIBUTION PLANS FOR TIAA-CREF FUNDS
Tiaa-Cref Funds • September 11th, 2009

AMENDMENT, dated August 1, 2009, to the Agreement to Suspend Distribution Plans, dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Funds (the “Trust”) and Teachers Personal Investors Services, Inc. (“TPIS”).

AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT FOR THE TIAA-CREF FUNDS
Investment Management Agreement • September 11th, 2009 • Tiaa-Cref Funds

AMENDMENT, dated September 10, 2009, to the Investment Management Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

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