Exhibit 5
AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Paragraph 11 of the Principal Underwriting and
Administrative Services Agreement (the "Agreement") by and between TIAA-CREF
Individual & Institutional Services, Inc. ("Services") and the College
Retirement Equities Fund ("CREF"), dated December 17, 1991, as thereafter
amended, and pursuant to resolution of a majority of the Trustees of CREF,
including a majority of Trustees who are not parties to the Agreement or
"interested persons" (as that term is defined in the Investment Company Act of
1940) of any such party to the Agreement and have no direct or indirect
financial interest in the operation of CREF's distribution financing arrangement
("Plan") or in any agreements related to the Plan, the parties to the Agreement
mutually agree that the Agreement shall be amended as set forth below, and
approve the Agreement as so amended effective upon execution of this amendment
by each party to the Agreement.
1. The second "Whereas" clause of the Agreement is amended to read as
follows:
WHEREAS, CREF is registered as an open-end management investment
company under the Investment Company Act of 1940 ("1940 Act"), and currently
consists of eight investment portfolios (the "Accounts"): the Stock Account, the
Money Market Account, the Bond Market Account, the Social Choice Account, the
Global Equities Account, the Equity Index Account, the Growth Account and the
Inflation-Linked Bond Account, and may consist of additional investment
portfolios in the future.
IN WITNESS WHEREOF, CREF and Services have caused this Amendment to the
Agreement to be executed in their names and on their behalf and under their
trust and corporate seals as of this 15th day of April, 1998 by and through
their duly authorized officers effective as provided above.
(SEAL) COLLEGE RETIREMENT EQUITIES FUND
ATTEST:
/s/ XXXXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXXX
--------------------------- -----------------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx
Title: Senior Vice President
and Chief Counsel,
Investments
(SEAL) TIAA-CREF INDIVIDUAL &
ATTEST: INSTITUTIONAL SERVICES, INC.
/s/ XXXXXXX X. XXXXXX By: /s/ XXXX XXXX
--------------------------- -----------------------------------
Xxxxxxx X. Xxxxxx Xxxx Xxxx
Title: Secretary
