0000930413-06-003384 Sample Contracts

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, LLC ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

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INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund • New York

The Agreement made this 17th day of December, 1991, by and between the COLLEGE RETIREMENT EQUITIES FUND ("CREF"), a New York nonprofit membership corporation, and TIAA-CREF INVESTMENT MANAGEMENT, INC. ("Management"), a Delaware nonprofit corporation;

EX-99(5)(c)
Underwriting and Administrative Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Amendment to the Principal Underwriting and Administrative Services Agreement Between CREF and TIAA-CREF Individual & Institutional Services, Inc. (as amended May 1, 2006)

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below, effective, except as otherwise noted below, concurrent with the effectiveness of the post-effective amendment which is the 1996 annual update to the Registration Statement of CREF's variable annuity certificates.

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, LLC ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below, effective concurrent with the effectiveness of the post-effective amendment which is the 1993 annual update to the Registration Statement for CREF's variable annuity certificates, except as otherwise noted below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. ("Management") and the College Retirement Equities Fund ("CREF"), dated December 17, 1991, as amended, and pursuant to resolution of the majority of Trustees of CREF, including a majority of Trustees who are not certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below, effective as of the 16th day of November, 1994.

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below, effective, except as otherwise noted below, concurrent with the effectiveness of the post-effective amendment which is the 1994 annual update to certificates:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, LLC ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management,Inc. ("Management") and the College Retirement Equities Fund ("CREF"), dated December 17, 1991, and pursuant to resolution of the majority of Trustees of CREF, including a majority of Trustees who are not certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below, effective concurrent with the effectiveness of the post-effective amendment which is the 1992 annual update to the Registration Statement for CREF's variable annuity certificates, except as otherwise noted below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below, effective, except as otherwise noted below, concurrent with the effectiveness of the post-effect amendment which is the 1995 annual update to the Registration Statement for CREF's variable annuity certificates:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, LLC ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, LLC ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2006 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, LLC ("Management") 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 certain 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, the parties to the Agreement mutually agree that the Agreement shall be amended as set forth below:

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