0000930413-05-003241 Sample Contracts

AMENDMENT TO PRINCIPAL UNDERWRITING AND ADMINISTRATIVE SERVICES AGREEMENT
Underwriting and Administrative Services Agreement • April 29th, 2005 • College Retirement Equities Fund

This AMENDMENT TO THE PRINCIPAL UNDERWRITING AND ADMINISTRATIVE SERVICES AGREEMENT (“Amendment”), dated as of December 17, 1991, as thereafter amended, by and between the College Retirement Equities Fund (the “Fund”) and TIAA-CREF Individual & Institutional Services, LLC (the “Service Provider”) is hereby amended as of October 19, 2004, as follows:

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Retirement Choice Annuity Contract
College Retirement Equities Fund • April 29th, 2005

This is a contract between you, the contractholder, and us, College Retirement Equities Fund (CREF). This page refers briefly to some of the features of this contract. The next pages set forth in detail the rights and obligations of both CREF and the contractholder under the contract. PLEASE READ THIS CONTRACT. IT IS IMPORTANT.

AMENDMENT TO THE PRINCIPAL UNDERWRITING AND ADMINISTRATIVE SERVICES AGREEMENT
Underwriting and Administrative Services Agreement • April 29th, 2005 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Principal Underwriting and Administrative Services Agreement (the “Agreement”) by and between TIAA-CREF Individual & Institutional Services, LLC (“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, except as otherwise noted below, upon execution of this amendment by each party to the Agreement.

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