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
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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 0.0000822%
(corresponding to an annual rate of 0.03% 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 0.0005342% (corresponding to an annual rate of 0.195% 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 19th day of April, 1999 by and through
their duly authorized officers effective as provided above.
COLLEGE RETIREMENT EQUITIES FUND
ATTEST:
/s/Xxxxx Xxxxxxx /s/Xxxxx X. Xxxxxxx
____________________________ By:_________________________
Xxxxx Xxxxxxx Xxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Counsel
TIAA-CREF INDIVIDUAL &
ATTEST: INSTITUTIONAL SERVICES, INC.
/s/Xxxxx Xxxxxxx /s/ Xxxx Xxxx
____________________________ By: _________________________
Xxxxx Xxxxxxx Xxxx Xxxx
Title: Secretary
