0000930413-07-003936 Sample Contracts

FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • May 1st, 2007 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Investment Management Services Agreement dated December 17, 1991, as thereafter amended (the “Agreement”), by and between TIAA-CREF Investment Management, LLC (“Management”) and the College Retirement Equities Fund (“CREF”), and pursuant to resolution of a majority of the Board of Trustees of CREF (the “Trustees”), 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 approve this amendment to the Agreement (the “Amendment”), effective as noted below.

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FORM OF AMENDMENT TO THE PRINCIPAL UNDERWRITING AND ADMINISTRATIVE SERVICES AGREEMENT
And Administrative Services Agreement • May 1st, 2007 • College Retirement Equities Fund

Pursuant to Paragraph 11 of the Principal Underwriting and Administrative Services Agreement dated December 17, 1991, as thereafter amended (the “Agreement”), by and between TIAA-CREF Individual & Institutional Services, LLC (“Services”) and the College Retirement Equities Fund (“CREF”), and pursuant to resolution of a majority of the Board of Trustees of CREF (“Trustees”), 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 approve this amendment to the Agreement (the “Amendment”), effective as noted below.

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