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, 1997 by and through
their duly authorized officers effective as provided above.
(SEAL) COLLEGE RETIREMENT EQUITIES FUND
ATTEST:
XXXXXXX X. XXXXXX By:/S/ XXXXX X. XXXXXXX
-------------------------------- ---------------------------------------
Title: Senior Vice President
and Chief Counsel,
Investments
(SEAL) TIAA-CREF INDIVIDUAL &
ATTEST: INSTITUTIONAL SERVICES, INC.
XXXXXXX X. XXXXXX By:/S/ XXXX XXXX
------------------------------- ---------------------------------------
Title: Secretary
