Exhibit 99.5
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, except as otherwise noted below,
upon execution of this amendment by each party to the Agreement.
1. REIMBURSEMENT
Services shall be responsible for all expenses in connection
with furnishing distribution and administrative services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and other charges agreed upon from time to time between CREF and Services
reflecting estimates of the cost of such services and expenses with the
objective of keeping the payments as close as possible to actual expenses. As
soon as is practicable after the end of each quarter (usually within 30 days),
the amount necessary to correct any differences between the payments and the
expenses actually incurred will be determined. This amount will be paid by or
credited to Services, as the case may be, in equal daily installments over the
remaining days in the quarter.
a. For the services rendered and expenses incurred in
connection with distribution of the Certificates as provided herein,
the amount currently payable from the net assets of each Account each
Valuation Day for each Calendar Day of the Valuation Period ending on
that Valuation Day will be 0.0001233% (corresponding to an annual rate
of 0.045% of average daily net assets).
b. For the services rendered and expenses incurred in
connection with administration as provided herein, the amount currently
payable from the net assets of each Account each Valuation Day for each
Calendar Day of the Valuation Period ending on that Valuation Day will
be 0.0007671% (corresponding to an annual rate of 0.280% of average
daily net assets).
For purposes of this Agreement, "Valuation Day," "Calendar
Day," and "Valuation Period" shall each be defined as specified in CREF's
current Registration Statement.
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 1st day of May, 2003 by and
through their duly authorized officers effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
ATTEST:
/s/ Xxxx Xxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------- ----------------------------------------
Xxxx Xxxx Xxxxxxx X. Xxxxxx
Title: Chief Counsel, Securities Law and
Assistant Secretary
TIAA-CREF INDIVIDUAL &
ATTEST: INSTITUTIONAL SERVICES, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxx
-------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxx Xxxx Xxxx
Title: Vice President and Chief Counsel,
Corporate Law and Secretary
