0000930413-14-004160 Sample Contracts

FORM OF AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT FOR THE TIAA-CREF FUNDS
Expense Reimbursement Agreement • September 25th, 2014 • Tiaa-Cref Funds • New York

This Agreement is entered into effective as of September 26, 2014, by and between TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (“Advisors”), a Delaware corporation.

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FORM OF AMENDMENT TO THE RETIREMENT SERVICE AGREEMENT
Retirement Service Agreement • September 25th, 2014 • Tiaa-Cref Funds

AMENDMENT, dated September 26, 2014, 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”).

FORM OF INITIAL INVESTMENT AGREEMENT
Initial Investment Agreement • September 25th, 2014 • Tiaa-Cref Funds • New York

INITIAL INVESTMENT AGREEMENT (the “Agreement”) made as of September 26, 2014, 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.

FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT FOR THE TIAA-CREF EMERGING MARKETS DEBT FUND TIAA-CREF Lifecycle 2060 Fund TIAA-CREF Lifecycle INDEX 2060 Fund
Investment Management Agreement • September 25th, 2014 • Tiaa-Cref Funds

AMENDMENT, dated September 26, 2014, to the Amended and Restated Investment Management Agreement (the “Agreement”), as amended, by and between TIAA-CREF Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

FORM OF FEE WAIVER AGREEMENT FOR TIAA-CREF LIFECYCLE FUNDS AND TIAA-CREF LIFECYCLE INDEX FUNDS
Fee Waiver Agreement • September 25th, 2014 • Tiaa-Cref Funds • New York

This Agreement is entered into effective as of September 26, 2014, by and between TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (“Advisors”), a Delaware corporation.

FORM OF AMENDED AND RESTATED AGREEMENT TO SUSPEND DISTRIBUTION PLANS FOR THE TIAA-CREF LIFECYCLE AND LIFECYCLE INDEX FUNDS
Amended and Restated Agreement • September 25th, 2014 • Tiaa-Cref Funds • New York

This Amended and Restated Agreement (the “Agreement”) is entered into as of September 26, 2014, by and between TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, and Teachers Personal Investors Services, Inc. (“TPIS”), a Delaware corporation.

AMENDMENT to Transfer Agency and Service Agreement (the “Agreement”) between Boston Financial Data Services, Inc. (the “Transfer Agent”) and TIAA-CREF Funds (the “Fund”) on behalf of each of its series (the “Portfolios”)
Transfer Agency and Service Agreement • September 25th, 2014 • Tiaa-Cref Funds

This Amendment is entered into July 15, 2014 and shall be effective as of September 1, 2014. In accordance with Section 17.1 (Amendment) of the Agreement between the Fund and the Transfer Agent as of September 1, 2009, as amended (the “Agreement”), the parties desire to amend the Agreement as set forth herein.

FORM OF AMENDMENT
Agency and Service Agreement • September 25th, 2014 • Tiaa-Cref Funds

This Amendment is entered into June 25, 2014 and shall be effective as of April 1, 2014. In accordance with Section 17.1 (Amendment) of the Agreement between the Funds and the Transfer Agent as of September 1, 2009 (the “Agreement”) the parties desire to amend the Agreement as set forth herein.

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