0000930413-11-003096 Sample Contracts

AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF FUNDS
Expense Reimbursement Agreement • April 26th, 2011 • Tiaa-Cref Funds • New York

This Agreement is entered into effective as of February 1, 2011, by and between TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (“Advisors”), a Delaware corporation.

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AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT FOR THE TIAA-CREF FUNDS
Investment Management Agreement • April 26th, 2011 • Tiaa-Cref Funds

AMENDMENT, dated April 28, 2011, 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”).

AMENDMENT TO THE RETIREMENT SERVICE AGREEMENT FOR THE TIAA-CREF FUNDS
Retirement Service Agreement • April 26th, 2011 • Tiaa-Cref Funds

AMENDMENT, dated April 1, 2011, 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”).

INITIAL INVESTMENT AGREEMENT
Initial Investment Agreement • April 26th, 2011 • Tiaa-Cref Funds • New York

INITIAL INVESTMENT AGREEMENT (the “Agreement”) made as of April 1, 2011, 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.

AMENDMENT To Transfer Agency and Service Agreement Between TIAA-CREF Funds And Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • April 26th, 2011 • Tiaa-Cref Funds

This Amendment is made as of this 31st day of August 2010 between Boston Financial Data Services, Inc. and Each of the Entities Individually and Not Jointly on the Schedule A to the Transfer Agency and Service Agreement dated September 1, 2009 as amended, (the “Agreement”). In accordance with Section 17.1 (Amendment) and Section 19.1 (Additional Portfolios) of the Agreement the parties desire to amend the Agreement as set forth herein.

AMENDED AND RESTATED AGREEMENT TO SUSPEND DISTRIBUTION PLANS FOR THE TIAA-CREF LIFECYCLE AND LIFECYCLE INDEX FUNDS
Agreement to Suspend Distribution Plans • April 26th, 2011 • Tiaa-Cref Funds • New York

This Agreement is entered into effective as of February 1, 2011, by and between TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, and Teachers Personal Investors Services, Inc. (“TPIS”), a Delaware corporation.

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