(h)(5)(ii)

SECOND AMENDMENT  

TO 

RULE 12D1-4 FUND OF FUNDS INVESTMENT AGREEMENT 

This Amendment, dated as of February 3, 2023, amends the Rule 12d1-4 Fund of Funds Investment Agreement (the “Agreement”), dated January 19, 2022, between each Registrant (as defined in the Agreement), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B of the Agreement. 

W I T N E S S E T H 

WHEREAS, the parties desire to amend the Agreement and agree that the amendment will be effective as of February 3, 2023. 

NOW, THEREFORE, the parties agree as follows: 

1. Schedule B is hereby deleted and replaced with the Schedule B hereto.   

2. Capitalized terms used in this amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement. 

3. In all other respects, the Agreement is hereby confirmed and remains in full force and effect. 

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 

IN WITNESS WHEREOF, the parties hereto have executed this amendment to be effective as of the day and year first above written. 

EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, 

ON BEHALF OF ITS APPLICABLE SERIES  

By:/s/ Erica McKenna 

Name:Erica McKenna 

Title:Vice President 

EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B of the Agreement, ON BEHALF OF ITS APPLICABLE SERIES  

By:/s/ R. Zufall________________________ 

Name:  Rachael Zufall 

Title:     Managing Director & Associate General Counsel 

SCHEDULE B: Acquired Funds 

(Amended as of February 3, 2023) 

TIAA-CREF Funds 

TIAA-CREF Large-Cap Growth Index Fund 

TIAA-CREF Large-Cap Value Index Fund 

TIAA-CREF S&P 500 Index Fund 

TIAA-CREF SmallCap Blend Index Fund 

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