-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kd3G10bwGRl+kSpbfBGHD1Yr3oWeohRY+QrofFf+xL2O20/rJ1+85vdiJxKoI3ZA O3QRGoW3O+2fRQbvzHSpnw== 0000930413-99-000124.txt : 19990224 0000930413-99-000124.hdr.sgml : 19990224 ACCESSION NUMBER: 0000930413-99-000124 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 82 FILED AS OF DATE: 19990223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGE RETIREMENT EQUITIES FUND CENTRAL INDEX KEY: 0000777535 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136022042 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 033-00480 FILM NUMBER: 99547927 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 811-04415 FILM NUMBER: 99547928 BUSINESS ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129164905 MAIL ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 485APOS 1 POST-EFFECTIVE AMENDMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1999 Registration File Nos. 33-480 and 811-4415 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. [ ] -- Post-Effective Amendment No. 30 [X] -- and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 36 [X] -- (CHECK APPROPRIATE BOX OR BOXES.) COLLEGE RETIREMENT EQUITIES FUND (EXACT NAME OF REGISTRANT) (NOT APPLICABLE) (NAME OF INSURANCE COMPANY) 730 Third Avenue NEW YORK, NEW YORK 10017-3206 (ADDRESS OF INSURANCE COMPANY'S PRINCIPAL EXECUTIVE OFFICES) INSURANCE COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-490-9000 NAME AND ADDRESS OF AGENT FOR SERVICE: COPY TO: Peter C. Clapman, Esquire Kimberly J. Smith, Esquire College Retirement Equities Fund Sutherland, Asbill & Brennan, L.L.P. 730 Third Avenue 1275 Pennsylvania Avenue, N.W. New York, New York 10017-3206 Washington, D.C. 20004-2404 Securities to be Registered: Interests in an open-end management investment company for individual and group flexible payment deferred variable annuity contracts. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after effectiveness of the Registration Statement It is proposed that this filing will become effective (CHECK APPROPRIATE BOX) [ ] immediately upon filing pursuant to paragraph (b) [X] on May 1, 1999 pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (DATE) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (DATE) pursuant to paragraph (a)(2) of Rule 485. IF APPROPRIATE, CHECK THE FOLLOWING BOX: [ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. CROSS REFERENCE TO ITEMS REQUIRED BY PART A OF FORM N-3 N-3 ITEM PROSPECTUS HEADING -------- ------------------ 1. Cover Page ..................................... Cover Page 2. Definitions .................................... Special Terms 3. Synopsis ....................................... The College Retirement Equities Fund 4. Condensed Financial Information .................................. Condensed Financial Information 5. General Description of Registrant and Insurance Company ...................................... The College Retirement Equities Fund 6. Management ..................................... Investment Management 7. Deductions and Expenses ........................ About Expenses 8. General Description of Variable Annuity Contracts ................................. The Annuity Certificates 9. Annuity Period ................................. When You Are Ready to Receive Annuity Income 10. Death Benefit .................................. About Your Death Benefits 11. Purchases and Contract Value ..................................... The Annuity Certificates; Determining The Value of Your Account 12. Redemptions .................................... How to Transfer and Withdraw Your Money 13. Taxes .......................................... Taxes 14. Legal Proceedings .............................. Not Applicable 15. Table of Contents for the Statement of Additional Information ............................... Inside Back Cover PROSPECTUS THE COLLEGE RETIREMENT EQUITIES FUND (CREF) INDIVIDUAL, GROUP, AND TAX-DEFERRED VARIABLE ANNUITIES MAY 1, 1999 1 (Inside cover) ABOUT CREF Founded in 1952, CREF is a nonprofit membership corporation established in New York State. Its home office is at 730 Third Avenue, New York, NY 10017. There are also regional offices across the United States including Atlanta, Boston, Chicago, Dallas, Denver, Detroit, New York, Philadelphia, San Francisco and Washington, D.C. as well as a service center in Denver. CREF, the first company in the United States to issue a variable annuity, is the companion organization of Teachers Insurance and Annuity Association of America (TIAA). TIAA was founded in 1918 by the Carnegie Foundation and offers traditional annuities. It also offers variable annuities including a separate account that invests in real estate (the Real Estate Account). Together, CREF and TIAA form the principal retirement system for the nation's education and research communities and is the largest retirement system in the world based on assets under management. TIAA-CREF serves approximately 2.1 million people at about 8,800 institutions. As of December 31, 1998, CREF's net assets were approximately $146 billion and the combined net assets for CREF and TIAA totaled approximately $249 billion. 2 (Inside 1st right hand page) THE COLLEGE RETIREMENT EQUITIES FUND (CREF) INDIVIDUAL, GROUP, AND TAX-DEFERRED VARIABLE ANNUITIES MAY 1, 1999 This prospectus describes the individual and group variable annuities CREF offers. It contains information you should know before purchasing a variable annuity and selecting your investment options. Please read it carefully before investing and keep it for future reference. Investment in a CREF variable annuity contract is subject to risk and you could lose money. CREF does not guarantee the investment performance of its accounts, and you bear the entire investment risk. CREF provides variable annuities for retirement and tax-deferred savings plans for employees of colleges, universities, and other educational and research organizations. Our main purpose is to invest funds for your retirement and pay you income based on your choice of eight investment accounts: o The Stock Account o The Bond Market Account o The Global Equities Account o The Inflation-Linked Bond Account o The Growth Account o The Social Choice Account o The Equity Index Account o The Money Market Account You can purchase a CREF variable annuity contract in connection with certain types of retirement plans. CREF offers the following certificates and contracts. RA (Retirement Annuity) and GRA (Group Retirement Annuity) SRA (Supplemental Retirement Annuity) and GSRA (Group Supplemental Retirement Annuity) GA (Group Annuity) IRA (Individual Retirement Annuity) Keogh (Available pending regulatory approval) More information about CREF is in our Statement of Additional Information (SAI) dated May 1, 1999. It is on file with the SEC. For a free copy, write to us at 730 Third Avenue, New York, NY 10017-3206, attn: Central Services, or call 800-842-2733, ext. 5509. The SAI's table of contents is on the last page of this prospectus. The SEC's website (http://www.sec.gov) contains the prospectus, SAI, material incorporated by reference, and other information about CREF. ALTHOUGH CREF HAS REGISTERED THESE SECURITIES WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC), THE SEC HAS NOT JUDGED THEM FOR INVESTMENT MERIT AND DOES NOT GUARANTEE THE ACCURACY OR ADEQUACY OF THE INFORMATION IN THIS PROSPECTUS. ANYONE WHO SUGGESTS OTHERWISE IS COMMITTING A FEDERAL CRIME. The CREF accounts are not or insured or guaranteed by the Federal Deposit Insurance Corporation or any 3 other government agency. 4 TABLE OF CONTENTS Special Terms About Expenses Condensed Financial Information Your Investment Options Equity Accounts Stock Account Global Equities Account Growth Account Equity Index Account Other Investments in Equity Accounts Bond Market and Inflation-Linked Bond Accounts Bond Market Account Inflation-Linked Bond Account Other Investments in Bond Market and Inflation-Linked Bond Accounts Social Choice Account Money Market Account Historical Returns for CREF Accounts Performance Information Additional Investment Tools and Risks Foreign Investments Options, futures, and other derivatives Illiquid securities Firm commitment agreements and "when issued" securities Securities lending Borrowing Investment companies Repurchase agreements Investment Management Allocations among affiliated accounts Adding, Closing, or Substituting Accounts The Annuity Certificates RA (Retirement Annuity) and GRA (Group Supplemental Retirement Annuity) SRA (Supplemental Retirement Annuity) and GSRA Group Supplemental Retirement Annuity) GA (Group Annuity) Classic and Roth IRA Keogh Starting Out Choosing an Account Determining the Value of Your Account If You Need to Cancel How to Transfer and Withdraw Your Money 5 Transfers to and from other TIAA-CREF Accounts Transfers from other plans Transfers to other companies Withdrawals When You Are Ready to Receive Your Annuity Income The Annuity Period In General Annuity Starting Date Annuity Income Options Receiving Lump Sum Payments (Retirement transition benefit) Transfers during the Annuity Period About Your Death Benefits Beneficiaries Methods of Payment of Death Benefits Payments during the Accumulation Period Payments during the Annuity Period Timing of Payments Taxes Early distributions Minimum Distribution Requirements Withholdings on Distributions Additional Information How to Reach Us Choices and changes Telephone and Internet Transactions Your Voting Rights Electronic Prospectuses Our Year 2000 Progress Assigning your Contract Errors or Omissions Texas Optional Retirement Program Participants Householding Distributor Table of Contents to the SAI This prospectus outlines the terms under which CREF Accounts are offered. The accounts are offered only in those jurisdictions where it is legal to do so. No one is permitted to make any representation to you or give you any information that is not in the prospectus. If anyone attempts to do so, you should not rely on it. 6 SPECIAL TERMS We have defined certain terms so that you'll have a clearer understanding of this prospectus and your investment. ACCOUNT Any of CREF's investment funds. Each account is a separate portfolio with its own investment objective. ACCUMULATION The total value of your accumulation units. ACCUMULATION UNIT A share of participation in a CREF account for someone in the accumulation period. Each account has its own accumulation unit value, which changes daily. ANNUITY UNIT A measure used to calculate the amount of annuity payments. Each account uses a separate annuity unit value. BENEFICIARY Any person or institution named to receive benefits if you die during the accumulation period or if you (and your annuity partner, if you have one) die before the end of any guaranteed period. BUSINESS DAY Any day the New York Stock Exchange (NYSE) is open for trading. A business day ends at 4 p.m. Eastern Time or when trading closes on the NYSE, if earlier. CALENDAR DAY Any day of the year. Calendar days end at the same time as business days, currently 4 p.m. Eastern Time. COMMUTED VALUE The present value of annuity payments due under an income option or method of payment not based on life contingencies. ELIGIBLE INSTITUTION A public or private United States institution that is non-proprietary and non-profit. The main purpose of an eligible institution must be to offer instruction, conduct research, serve and support education or research, or perform ancillary functions for such institutions. INCOME CHANGE METHOD How you choose to have your annuity payments revalued. Under the annual income change method, your payments are revalued once each year. Under the monthly income change method, your payments are revalued every month. INCOME OPTION How your receive your CREF retirement income. PARTICIPANT Any person who owns a CREF certificate. Sometimes an employer can be a participant. VALUATION DAY Any business day plus the last calendar day of each month. Valuation days end as of the close of all U.S. national exchanges where securities or other investments of CREF are principally traded. Valuation days that aren't business days end at 4 p.m. Eastern Time. 7 ABOUT EXPENSES CREF deducts expenses from the net assets of each account each valuation day for investment management, administration, and distribution. Because nonprofit subsidiaries of TIAA perform these services for CREF at cost, the deductions for expenses are generally lower than comparable annuity contracts offered by other companies. Investment management expenses cover investment advice, portfolio accounting, and custodial services. Administrative expenses include administration and operations. CREF has also adopted a plan authorizing payment of 12b-1, or distribution fees. 12b-1 fees are for telling you about the certificates, how you can invest, and helping employers install and manage retirement plans. CREF also deducts a mortality and expense risk charge to guarantee that CREF participants transferring funds to TIAA for the immediate purchase of lifetime payout annuities will not be charged more than the rate stipulated in the CREF certificate. After the end of every quarter, CREF reconciles how much we deducted with the expenses each account actually incurred. If there's a difference, we add it or deduct it from the account in equal daily installments over the remaining days in the quarter. Since our at-cost deductions are based on projections of overall expenses and the assets of each CREF account, differences from our projections in an account's actual assets or expenses will directly impact the size of these adjusting payments. While our projections of an account's asset size (and resulting expense fees) are based on our best esimates, the size of an account's assets can be affected by a number of factors, including premium growth, contractholder transfers into or out of an account, and market performance affecting the value of an account's portfolio securities. Historically, the adjusting payments necessary to bring expense deductions in line with actual "at-cost" expenses have generally been small and resulted in both upward and downward adjustments to CREF's expense deductions for the following quarter. We revise our expense rates from time to time to keep deductions as close as possible to actual expenses. Expense rate changes are determined by the CREF Board of Trustees. The annual distribution expense charge will not be more than .25% of an account's average daily net assets. ANNUAL EXPENSE DEDUCTIONS The following table shows the direct and indirect expense deductions for each of the CREF accounts. Currently, there are no expenses for any transfers or cash withdrawals. We may impose these charges in the future.
- ----------------------------------------------------------------------------------------------------------------------------- Inflation Global Equity Bond Linked Social Money Stock Equities Growth Index Market Bond Choice Market ----- -------- ------ ----- ------ --------- ------ ------ - ----------------------------------------------------------------------------------------------------------------------------- Participant Transaction Expenses Deductions from Premiums (as a percentage of premiums) None None None None None None None None - ----------------------------------------------------------------------------------------------------------------------------- CHARGES FOR TRANSFERS AND CASH WITHDRAWALS (AS A PERCENTAGE OF TRANSACTION AMOUNT) - ----------------------------------------------------------------------------------------------------------------------------- Transfers Between CREF Accounts None None None None None None None None - ----------------------------------------------------------------------------------------------------------------------------- Transfers to TIAA None None None None None None None None - ----------------------------------------------------------------------------------------------------------------------------- Transfers to Other Companies None None None None None None None None - ----------------------------------------------------------------------------------------------------------------------------- Cash Withdrawals None None None None None None None None - ----------------------------------------------------------------------------------------------------------------------------- ANNUAL EXPENSE DEDUCTIONS FROM NET ASSETS (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------------------------------------------- Mortality and Expense Risk Charges 0.005% 0.005% 0.005% 0.005% 0.005% 0.005% 0.005% 0.005% - ----------------------------------------------------------------------------------------------------------------------------- Investment Advisory Expenses 0.080% 0.140% 0.110% 0.060% 0.070% 0.080% 0.060% 0.060% - ----------------------------------------------------------------------------------------------------------------------------- Administrative Expenses 0.195% 0.195% 0.195% 0.195% 0.195% 0.195% 0.195% 0.195% - ----------------------------------------------------------------------------------------------------------------------------- Distribution Expenses 0.030% 0.030% 0.030% 0.030% 0.030% 0.030% 0.030% 0.030% - ----------------------------------------------------------------------------------------------------------------------------- Total Annual Expense Deductions 0.310% .0370% 0.340% 0.290% 0.300% 0.310% 0.290% 0.290% - -----------------------------------------------------------------------------------------------------------------------------
The following table shows you an example of the expenses you would incur on a hypothetical investment of $1,000 in each CREF account over several periods. The table assumes a 5% annual return on assets. Remember that these figures don't represent actual expenses or investment performance, which may differ. 8 ANNUAL EXPENSE DEDUCTIONS FROM NET ASSETS
- ---------------------------------------------------------------------------------------------- Stock Global Growth Equity Bond Inflation- Social Money Equities Index Market Linked Choice Market Bond - ---------------------------------------------------------------------------------------------- 1 Year $ 3 $ 4 $ 3 $ 3 $ 3 $ 3 $ 3 $ 3 - ---------------------------------------------------------------------------------------------- 3 Years $10 $12 $11 $ 9 $10 $10 $ 9 $ 9 - ---------------------------------------------------------------------------------------------- 5 Years $17 $21 $19 $16 $17 $17 $16 $ 16 - ---------------------------------------------------------------------------------------------- 10 Years $39 $47 $43 $37 $38 $39 $37 $ 37 - ----------------------------------------------------------------------------------------------
Some commissions paid by CREF to broker-dealers who buy and sell securities for the CREF accounts have been used in the past to reduce account expenses. However, this practice, which CREF no longer uses, didn't affect the amount of brokerage commissions paid. 9 Condensed Financial Information Below you'll find condensed, audited financial information for the CREF accounts for each of the periods indicated. Stock Account
For the Years Ended December 31 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 Per Accumulation Unit data Investment Income $ 2.381 2.317 2.114 1.885 1.699 1.606 1.523 1.552 1.549 1.367 Expenses* 0.581 0.387 0.304 0.271 0.223 0.210 0.181 0.184 0.148 0.140 Investment Income B Net 1.860 1.930 1.810 1.614 1.476 1.396 1.342 1.368 1.401 1.227 Net realized and unrealized gain(loss) on total investments 29.795 26.864 15.953 19.984 (1.557) 7.139 2.294 11.994 (4.007) 9.051 Net increase(decrease) in 31.655 28.974 17.763 21.598 (.081) 8.535 3.636 13.362 (2.606) 10.278 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 138.017 109.223 91.460 69.862 69.943 61.408 57.772 44.410 47.016 36.738 End of Period 169.672 138.017 109.223 91.460 69.862 69.943 61.408 57.772 44.410 47.016 Ratios to Average Net Assets: Expenses 0.34% 0.31% 0.31% 0.34% 0.32% 0.32% 0.31% 0.36% 0.33% 0.33% Investment Income B Net 1.23% 1.23% 1.55% 1.82% 2.00% 2.11% 2.14% 2.32% 2.65% 3.12% 2.87% Portfolio Turnover Rate 34.63% 23.25% 19.57% 16.25% 18.77% 22.93% 16.29% 22.47% 20.94% 24.14% Thousands of Accumulation Units outstanding at end of period 565,999 597,531 620,498 632,803 637,435 642,528 645,564 640,298 637,886 655,091
10 Global Equities Account
For the Years Ended December 31 May 1 (date of SEC registration) to December 31 1998 1997 1996 1995 1994 1993 1992 Per Accumulation Unit data Investment Income $ 0.902 0.848 0.751 0.727 0.687 0.487 0.493 Expenses* 0.268 0.205 0.167 0.157 0.134 0.103 0.109 Investment Income B Net 0.634 0.643 0.584 0.570 0.553 0.384 0.384 Net realized and unrealized gain(loss) on total investments 10.508 8.650 7.138 6.618 (0.719) 9.021 0.274 Net increase(decrease) in 11.142 9.293 7.722 7.188 (0.166) 9.405 0.658 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 59.973 50.680 42.958 35.770 35.936 26.531 25.873 End of Period 71.115 59.973 50.680 42.958 35.770 35.936 26.531 Ratios to Average Net Assets: Expenses 0.41% 0.38% 0.37% 0.40% 0.41% 0.45% 0.37% Investment Income B Net 0.97% 1.19% 1.28% 1.47% 1.71% 1.67% 1.31% Portfolio Turnover Rate 103.31% 98.70% 88.84% 67.50% 51.63% 16.75% 11.71% Thousands of Accumulation Units outstanding at end of period 81,825 84,645 80,016 70,163 70,700 36,796 8,277
11 Growth Account
For the Years Ended December 31 April 29 (date of SEC registration) to December 31 1998 1997 1996 1995 1994 Per Accumulation Unit data Investment Income $ 0.482 0.527 0.484 0.417 0.356 Expenses* 0.244 0.155 0.119 0.114 0.077 Investment Income B Net 0.238 0.372 0.365 0.303 0.279 Net realized and unrealized gain(loss) on total investments 18.475 12.219 8.638 8.891 0.886 Net increase(decrease) in 18.713 12.591 9.003 9.194 1.165 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 56.904 44.313 35.310 26.116 24.951 End of Period 75.617 56.904 44.313 35.310 26.116 Ratios to Average Net Assets: Expenses 0.38% 0.34% 0.35% 0.43% 0.30% Investment Income B Net 0.37% 0.82% 1.07% 1.13% 1.09% Portfolio Turnover Rate 97.57% 53.27% 38.51% 24.42% 11.51% Thousands of Accumulation Units outstanding at end of period 98,862 80,370 53,201 32,375 10,446
12 Equity Index Account
For the Years Ended December 31 April 29 (date of SEC registration) to December 31 1998 1997 1996 1995 1994 Per Accumulation Unit data Investment Income $ 0.953 0.826 0.773 0.755 0.504 Expenses* 0.190 0.141 0.106 0.100 0.070 Investment Income B Net 0.763 0.685 0.667 0.655 0.434 Net realized and unrealized gain(loss) on total investments 12.789 12.672 6.936 8.703 0.401 Net increase(decrease) in 13.552 13.357 7.603 9.358 0.835 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 56.191 42.834 35.231 25.873 25.038 End of Period 69.743 56.191 42.834 35.231 25.873 Ratios to Average Net Assets: Expenses 0.31% 0.30% 0.30% 0.34% 0.26% Investment Income B Net 1.24% 1.47% 1.87% 2.22% 1.65% Portfolio Turnover Rate 3.98% 3.50% 7.85% 8.31% 1.30% Thousands of Accumulation Units outstanding at end of period 47,997 35,368 20,725 10,911 2,716
13 Bond Market Account
For the Years Ended December 31 March 1 (date of SEC registration) to December 31 1998 1997 1996 1995 1994 1993 1992 1991 1990 Per Accumulation Unit data Investment Income $ 3.156 3.081 3.039 2.863 2.502 2.348 2.287 2.270 1.844 Expenses* 0.158 0.134 0.126 0.123 0.108 0.103 0.093 0.096 0.084 Investment Income B Net 2.998 2.947 2.913 2.740 2.394 2.245 2.194 2.174 1.760 Net realized and unrealized gain(loss) on total investments 1.150 1.266 (1.600) 3.722 (3.897) 1.606 0.056 2.247 0.448 Net increase(decrease) in 4.418 4.213 1.313 6.462 (1.503) 3.851 2.250 4.421 2.208 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 48.215 44.002 42.689 36.227 37.730 33.879 31.629 27.208 25.000 End of Period 52.363 48.215 44.002 42.689 36.227 37.730 33.879 31.629 27.208 Ratios to Average Net Assets: Expenses 0.32% 0.29% 0.30% 0.31% 0.29% 0.28% 0.29% 0.34% 0.33% Investment Income B Net 5.96% 6.44% 6.86% 6.93% 6.54% 6.18% 6.78% 7.61% 7.05% Portfolio Turnover Rate 525.32% 398.77% 145.27% 185.11% 161.46% 139.55% 217.89% 124.62% 50.64% Thousands of Accumulation Units outstanding at end of period 57,481 31,654 22,611 19,522 14,939 14,698 13,583 10,658 4,395
14 Inflation-Linked Bond Account For the Year May 1 (date of Ended SEC registration) December 31 to December 31 1998 1997 Per Accumulation Unit data Investment Income $ 1.256 1.031 Expenses* 0.086 0.067 Investment Income B Net 1.170 0.964 Net realized and unrealized gain(loss) on total investments (0.260) 0.154 Net increase(decrease) in 0.910 1.118 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 26.118 25.000 End of Period 27.028 26.118 Ratios to Average Net Assets: Expenses 0.33% 0.25% Investment Income B Net 4.50% 3.60% Portfolio Turnover Rate 40.98% 63.56% Thousands of Accumulation Units outstanding at end of period 5,112 3,626 15 Social Choice Account
For the Years Ended December 31 March 1 (date of SEC registration) to December 31 1998 1997 1996 1995 1994 1993 1992 1991 1990 Per Accumulation Unit data Investment Income $ 2.679 2.396 2.068 1.832 1.621 1.452 1.363 1.432 1.224 Expenses* 0.249 0.193 0.158 0.144 0.125 0.117 0.105 0.102 0.097 Investment Income B Net 2.430 2.203 1.910 1.688 1.496 1.335 1.258 1.330 1.127 Net realized and unrealized gain(loss) on total investments 11.159 12.223 5.968 9.863 (2.015) 2.082 2.367 5.237 (0.056) Net increase(decrease) in 13.589 14.426 7.878 11.551 (0.519) 3.417 3.625 6.567 1.071 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 73.016 58.590 50.712 39.161 39.680 36.263 32.638 26.071 25.000 End of Period 86.805 73.016 58.590 50.712 39.161 39.680 36.263 32.638 26.071 Ratios to Average Net Assets: Expenses 0.31% 0.30% 0.30% 0.32% 0.32% 0.31% 0.33% 0.36% 0.38% Investment Income B Net 3.07% 3.37% 3.58% 3.75% 3.80% 3.52% 3.88% 4.69% 4.39% Portfolio Turnover Rate 147.90% 91.87% 40.93% 52.65% 49.06% 39.85% 77.48% 46.41% 22.83% Thousands of Accumulation Units outstanding at end of period 37,211 30,554 25,841 22,196 18,302 16,790 9,224 4,929 2,311
16 Money Market Account
For the Years Ended December 31 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 Per Accumulation Unit data Investment Income $ 0.998 0.953 0.880 0.910 0.631 0.464 0.539 0.808 0.994 1.022 Expenses* 0.054 0.046 0.049 0.048 0.041 0.039 0.036 0.039 0.037 0.032 Investment Income B Net 0.944 0.907 0.831 0.862 0.590 0.425 0.503 0.769 0.957 0.990 Net realized and unrealized gain(loss) on total investments 0.005 0.001 (0.003) 0.009 (0.012) (0.002) (0.009) 0.013 (0.003) -- Net increase(decrease) in 0.949 0.908 0.828 0.871 0.578 0.423 0.494 0.782 0.954 0.990 Accumulation Unit Value Accumulation Unit Value: Beginning of Period 17.402 16.494 15.666 14.795 14.217 13.794 13.300 12.518 11.564 10.574 End of Period 18.351 17.402 16.494 15.666 14.795 14.217 13.794 13.300 12.518 11.564 Ratios to Average Net Assets: Expenses 0.30% 0.27% 0.30% 0.32% 0.28% 0.27% 0.26% 0.30% 0.30% 0.30% Investment Income B Net 5.27% 5.35% 5.16% 5.64% 4.03% 3.02% 3.70% 5.95% 7.92% 8.90% Portfolio Turnover Rate n/a n/a n/a n/a n/a n/a n/a n/a % n/a Thousands of Accumulation Units outstanding at end of period 312,358 233,116 218,292 193,181 183,135 174,073 184,768 207,368 230,184 163,314
*Includes all expenses charged as a deduction from investment income. As noted above on page , same brokerage commissions paid by CREF have been used to reduce expenses. 17 Your Investment Options CREF's goal is to provide retirement benefits to you. We have a long-term investment perspective and try to avoid very conservative or risky investments. Each account has its own investment objective, policies, and special risks. Investment objectives cannot be changed without approval of a majority of account participants. CREF can change investment policies without such approval. There is no guarantee that any CREF account will meet its investment objective. Investing in CREF accounts involves risks. Risks common to all accounts include: Market risk - a change in a stock or bond's price due to changing market conditions including changes in interest rates Financial risk - the possibility that a company's earnings will fall or that its overall financial soundness will decline; the possibility that a bond issuer won't be able to pay principal and interest when due Interest rate risk - how much and how quickly interest rate changes will affect a bond's price EQUITY ACCOUNTS STOCK ACCOUNT INVESTMENT OBJECTIVE: A favorable long-term rate of return through capital appreciation and investment income by investing primarily in a broadly diversified portfolio of common stocks. INVESTMENT STRATEGY: The account is divided into three segments. Investment percentages can vary considerably among them. One segment is designed to track U.S. equity markets as a whole and invests in stocks in the Russell 3000(R) Index. The account doesn't invest in all 3000 stocks in the Index. Rather, we use a sampling approach to ensure that this segment closely matches the overall investment characteristics (for example, yield and industry weight) of the Index. This means that a company can remain in this segment even if it performs poorly, unless the company is removed from the Russell 3000. This segment also uses valuation and trading techniques to attempt to slightly outperform the Russell 3000. Another segment of the account contains stocks that are selected individually for their investment potential. The third segment invests in foreign stocks and other equity securities, fixed-income securities, and money market instruments traded on foreign exchanges, in other foreign securities markets, or privately placed. At the end of 1998, this segment consisted of ____% of the account. The authorized level may change. Foreign securities have different types and levels of risk than a strictly domestic portfolio. Please see page ___ for additional risks related to foreign investing. SPECIAL RISKS: The Stock Account is the world's largest equity fund. Because of its size, it may be buying or selling blocks of stock that are large compared to the stock's trading volume, making it difficult to reach the positions called for by our investment decisions, and/or affecting the stock's price. As a result, we may not be able to adjust the portfolio as quickly as we may desire. While one segment of the Stock Account tries to closely track the Russell 3000 Index and changes are made to 18 reflect changes in the Index, there is no guarantee that the Index's performance can be replicated. OTHER CONSIDERATIONS: The size of the Stock Account lets us maintain relationships with many brokers and take advantage of competition among them to obtain good transaction terms. We often seek economies of scale by buying or selling large amounts of securities in a single transaction to benefit from reduced brokerage commissions and better purchase or sales prices than smaller investors usually receive. 19 [SIDEBAR] The Russell 3000(R) Index is an unmanaged index of stocks of the 3,000 largest publicly traded U.S. companies, based on market capitalization. Russell 3000 companies represent about 98% of the total market capitalization of the publicly traded U.S. equity market. The market capitalization of the individual companies in the index ranged from $__ million to $ ___ billion with an average of $___ million/billion as of December 31, 1998. The Frank Russell Company determines the composition of the Index based only on market capitalization and can change its composition at any time. The Russell 3000 is a trademark and servicemark of the Frank Russell Company. No CREF account is promoted, endorsed or sponsored or sold by or affiliated with the Frank Russell Company. GLOBAL EQUITIES ACCOUNT INVESTMENT OBJECTIVE: A favorable long-term rate of return through capital appreciation and income from a broadly diversified portfolio that consists primarily of foreign and domestic common stocks. INVESTMENT STRATEGY: Typically, at least 40% of the account is invested in foreign securities and at least 25% in domestic securities. The remaining 35% is distributed between foreign and domestic securities. These percentages may vary according to market conditions. Investments are allocated to particular countries or regions based on several factors, including the attractiveness of particular markets and the size of a country's or region's equity markets as compared to the value of global markets. Normally, the account will be invested in at least three different countries, one of which will be the U.S. The account can invest in companies of any size, including small companies. Investing in smaller companies entails more risk. The account may also be divided into segments. Some segments may track foreign or domestic markets while others may contain stocks selected individually for their investment potential. SPECIAL RISKS: There are special risks associated with foreign investing, such as political or social instability of foreign markets, changing exchange rates, foreign government regulation, and market conditions different from those in the U.S., including lower liquidity and higher volatility. Please see page ___ for additional risks related to foreign investing. GROWTH ACCOUNT INVESTMENT OBJECTIVE: A favorable long-term rate of return, mainly through capital appreciation, primarily from a diversified portfolio of common stocks that present the opportunity for exceptional growth. INVESTMENT STRATEGY: The account invests in companies of all sizes. Generally, at least 80% of the account is invested in common stocks and other equity securities. The account may also be divided into segments. Some segments may track the growth sector of domestic markets while others may contain stocks selected individually for their investment potential. We choose individual stocks based on a company's growth prospects, looking for companies that have the potential for strong earnings or sales growth or appear to be undervalued based on current earnings, assets or growth prospects. 20 The Growth Account can invest in larger, more established companies as well as smaller, less seasoned companies with above-average growth potential. We may also look for companies that may benefit from reorganizations, mergers or other special situations. We can also buy foreign securities and other securities (up to 40% of assets). SPECIAL RISKS: There are special risks associated with investing in small companies. These companies generally have narrow product lines, limited track records, and thinly traded securities. The prices of small company stocks may fluctuate more than larger company stocks. In addition, stocks of companies involved in reorganizations or special situations may present other risks. As a result, the Growth Account will typically be more volatile than the overall stock market, and could significantly outperform or underperform the market during any period. 21 EQUITY INDEX ACCOUNT INVESTMENT OBJECTIVE: A favorable long-term rate of return from a diversified portfolio selected to track the overall market for common stocks publicly traded in the U.S., as represented by a broad stock market index. INVESTMENT STRATEGY: The account is designed to track U.S. equity markets as a whole and invests in stocks in the Russell 3000 Index. The account does not invest in all 3000 stocks in the Index. Rather, we use a sampling approach to ensure that this segment closely matches the overall investment characteristics (for example, yield and industry weight) of the index. This means that a company can remain in the portfolio even if it performs poorly, unless the company is removed from the Index. The CREF Board of Trustees can change the index used by this account at any time. Investors in the account will be notified if it does so. The account can also invest in other securities whose return depends on stock market prices. We select these securities to attempt to match the total return of the Russell 3000 but may not always do so. SPECIAL RISKS: While the account attempts to closely track the Russell 3000 Index and changes are made to reflect changes in the Index, there is no guarantee that the Index's performance can be replicated. Also, because the Index's returns aren't reduced by operating and investment expenses, the account's ability to match the Index will be adversely affected by the costs of buying and selling stocks as well as other expenses. However, we expect expenses to be low compared to actively managed accounts. OTHER INVESTMENTS IN EQUITY ACCOUNTS In addition to stocks, the CREF equity accounts can hold other types of securities with some equity characteristics, such as convertible bonds, preferred stock, warrants, and depository receipts. The accounts can also hold the same types of money market instruments the Money Market Account invests in (see page ___), as well as other short-term instruments. The equity accounts can also hold fixed-income securities that they acquire through mergers, recapitalizations or other situations. When market conditions are favorable, the accounts can also invest in bonds or other debt instruments similar to those investments in the Bond Market Account. The equity accounts can also invest in debt securities whose prices or interest rates are linked to the return of a stock market index. The equity accounts may buy and sell options, futures contracts and options on futures. They can also buy and sell stock index futures contracts. We intend to use options and futures primarily as hedging techniques or for cash management, not for speculation, but they involve special considerations and risks nonetheless. However, we will not hedge all of our investments. To help manage currency risk, the equity accounts can enter into forward currency contracts, buy or sell options and futures on foreign currencies, and buy securities indexed to foreign currencies. The equity accounts can also invest in newly developed financial instruments, such as equity swaps (including arrangements where the return is linked to a stock market index) and equity-linked fixed-income securities. 22 These securities and instruments pose special risks such as lack of liquidity or credit risks of the issuer or counterparty. 23 Bond Market and Inflation-Linked Bond Accounts BOND MARKET ACCOUNT INVESTMENT OBJECTIVE: A favorable long-term rate of return, primarily through high current income consistent with preserving capital. INVESTMENT STRATEGY: The account invests in: Securities issued or guaranteed by the U.S. government or its agencies Investment-grade corporate securities or mortgage-or asset backed securities Mortgage-backed securities issued by U.S. government agencies or government sponsored enterprises such as the Government National Mortgage association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC) Other investment quality asset- or mortgage-backed securities Bonds, notes, commercial paper, and other securities issued by foreign governments, agencies, corporations, and banks (up to 15% of assets) Non-investment grade or unrated securities ("junk bonds"). We don't intend to invest more than 20% of the account's assets in these securities. As of December 31, 1998, they consisted of 2% of the account's portfolio. SPECIAL RISKS: Generally, fixed-income securities are interest rate sensitive. Their market values tend to rise when interest rates fall and fall when interest rates rise. In addition, the market price of securities with longer maturities tend to be more volatile. Lower-rated bonds typically offer higher returns but have higher risks. The issuer of lower-rated bonds may be less creditworthy or have a higher risk of insolvency, especially during economic downturns. Small changes in the issuer's creditworthiness can have more impact on the price of lower-rated bonds than comparable changes would for higher rated bonds. In addition, lower-rated bonds may be harder to trade, value or dispose of, which could disrupt their trading market. Rising interest rates could lower the securities' value, and the prices of lower-rated bonds can be more volatile than those of higher-quality securities. These risks can also apply to the lower levels of "investment grade" securities - - for example, securities rated Baa by Moody's or BBB by S&P. Also, securities originally rated "investment grade" are sometimes downgraded later if a ratings service believes the issuer's business outlook or creditworthiness has deteriorated. If that happens, we might sell these securities, depending on our analysis of the issuer's prospects. We don't rely exclusively on credit ratings when making investment decisions because they alone may not be an accurate measure of the risk of lower-rated bonds. Rather, we do our own credit analysis, paying particular attention to interest rate trends and other market events. Investments in mortgage-related securities may be subject to pre-payment risk. Pre-payment risk is the risk that mortgages will be paid off earlier than their original maturity date. 24 INFLATION-LINKED BOND ACCOUNT INVESTMENT OBJECTIVE: A long-term rate of return that outpaces inflation, primarily through investment in inflation-indexed bonds - fixed-income securities whose returns are designed to track a specified inflation index over the life of the bond. [SIDEBAR] Like conventional bonds, inflation-indexed bonds generally pay interest at fixed intervals and return the principal at maturity. Unlike conventional bonds, an inflation-indexed bond's principal or interest is adjusted periodically to reflect changes in a specified inflation index. Inflation-indexed bonds are designed to preserve purchasing power over the life of the bond while paying a "real" rate of interest (i.e., a return over and above the inflation rate). These bonds are generally issued at a fixed interest rate that is lower than conventional bonds of comparable maturity and quality, but they are expected to retain their value against inflation over time. INVESTMENT STRATEGY: The account invests primarily in U.S. Treasury Inflation-Indexed Securities (TIIS). It can also invest in other inflation-indexed bonds issued or guaranteed by the U.S. government and its agencies, inflation-indexed securities issued by corporations and foreign governments, and money market instruments or other short-term securities. U.S. TREASURY INFLATION-INDEXED SECURITIES (TIIS) Beginning in January 1997, the United States Treasury Department issued TIIS, new type of bond designed to provide returns linked to the inflation rate. The principal amount of a TIIS bond is adjusted periodically for inflation using the Consumer Price Index for All Urban Consumers (CPI-U). Interest is paid twice a year. The interest rate is fixed, but the amount of each interest payment varies as the principal is adjusted for inflation. For an example of how principal and interest is calculated, see the SAI. The principal amount of a TIIS investment can go down in times of negative inflation. However, the U.S. Treasury guarantees that the final principal payment at maturity will not be less than the original principal amount of the bond. The interest and principal components of the bonds may be "stripped", or sold separately. The account can buy or sell either component. FOREIGN INFLATION-INDEXED SECURITIES The account may invest in inflation-indexed bonds issued or guaranteed by foreign governments and their agencies, as well as other foreign issuers. We don't expect the account's investments in foreign inflation-indexed bonds to be more than 25% of assets, although this level may change. SPECIAL RISKS: Because the investments in the account are "marked-to-market" daily and because market values 25 will fluctuate, the value of the investments in the account may decrease. As a result, its total return may not actually track the selected inflation index every year. Also, the CPI-U may not accurately reflect the true rate of inflation. If the market perceives that the index used by TIIS does not accurately reflect inflation, the market value of those bonds could be adversely affected. 26 Participants who choose to receive annuity income through this account should be aware that their income might not keep pace with inflation precisely, if the average stated interest rate on the account's inflation-indexed bonds is below about 4 percent. OTHER INVESTMENTS IN BOND MARKET AND INFLATION-LINKED BOND ACCOUNTS The Bond Market and Inflation-Linked Bond Accounts can hold the same kind of money market and other short-term instruments and debt securities as the Money Market Account, as well as other kinds of short-term instruments. The Bond Market Account can also hold preferred stock and common stock through conversion of bonds or exercise of warrants. To help manage currency risk, they can also buy and sell options, futures contracts and options on futures (including options and futures on foreign currencies). They can also enter into forward currency contracts and buy and sell securities indexed to foreign currencies. The Bond Market Account can also buy and sell options, swaps, options on swaps, futures contracts and options on futures. The account will use these instruments as hedging techniques or for cash management and not for speculation. These instruments do, however, involve special risks. The Inflation-Linked Bond Account can also hold the same kind of fixed-income securities as the Bond Market Account. These securities will usually be investment grade. However, the Inflation-Linked Bond Account can invest up to 5% of its assets in fixed-income instruments that are rated below investment grade, or in unrated securities of similar quality. 27 SOCIAL CHOICE ACCOUNT INVESTMENT OBJECTIVE: A favorable long-term rate of return that reflects the investment performance of the financial markets while giving special consideration to certain social criteria. INVESTMENT STRATEGY: The account invests in a diversified set of stocks and other equity securities, bonds and other fixed-income securities, as well as money market instruments and other short-term debt instruments. The account invests only in companies that are suitable from a financial perspective and whose activities are consistent with the account's social criteria. CURRENT SOCIAL CRITERIA The social criteria the account takes into consideration are non-fundamental investment policies. They can change without the approval of the account's participants. The account invests in companies and issuers that do not: o engage in activities that result or are likely to result in significant damage to the natural environment o have a significant portion of its business in weapons manufacturing o produce or market alcoholic beverages or tobacco products o produce nuclear energy o have operations in Northern Ireland and have not adopted the MacBride Principles (a fair employment code for U.S. firms operating in Northern Ireland) or have not operated consistently with such principals and in compliance with the Fair Employment Act of 1989 (Northern Ireland) For the second and third criteria, we assess the issuer to decide whether the activity is a "significant" part of its business - basing our decision on, for example, how large a part of a company's operation the activity involves or how much revenue it brings in. The Social Choice Account is a balanced account, with assets divided between stocks and other equity securities (currently about 60%) and bonds and other fixed-income securities, including money market securities (about 40%). When market conditions or transaction needs require, the equity portion can go as high as 70% or as low as 50%, with corresponding changes in the fixed-income portion. We can change the percentages even further if we think it's appropriate. The equities portion of the account attempts to perform consistently with the U.S. stock markets as represented by the Standard & Poor's 500 Index. The account can also invest up to 15% of its assets in foreign securities. The fixed-income portion of the portfolio will invest in the same kinds of securities in the Bond Market Account. Money market instruments and short-term debt securities will be of the same type as those held by the Money Market Account. The account can also hold other kinds of short-term instruments. These help us maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. The account may also buy and sell options, swaps, options on swaps, futures contracts and options on futures. The account will use these instruments as hedging techniques or for cash management and not for speculation. These instruments do, however, involve special risks. SPECIAL RISKS: Because its social criteria exclude some investments, the account may not be able to take advantage of opportunities or market trends as do the accounts that don't use such criteria. Because only part of the account's assets are in stocks and other equity securities, overall returns may not parallel the U.S. stock 28 market as a whole. However, we expect that the account will have less risk than a portfolio made up exclusively of common stocks. [SIDEBAR] The Corporate Governance and Social Responsibility Committee of the Board of Trustees provides guidance in deciding whether investments meet the social criteria. It uses information from independent organizations such as the Investor Responsibility Research Center, Inc. We'll do our best to make sure the account's investments meet the social criteria but we can't guarantee that every holding will always do so. Even if an investment is not excluded by social criteria, we have the option of excluding it if we decide it is not suitable. 29 MONEY MARKET ACCOUNT INVESTMENT OBJECTIVE: High current income consistent with maintaining liquidity and preserving capital. INVESTMENT STRATEGY: Substantially all the account's assets will be invested in securities or other instruments maturing in 397 days or less, though some U.S. government securities may have maturities of up to 762 days. However, the dollar-weighted average maturity of the account won't be more than 90 days. The account will invest at least 95% of its assets in money market instruments that, at the time of purchase, are "first tier" securities - securities rated within the highest category by at least two nationally recognized statistical rating organizations (NRSROs). The account can buy unrated securities in this segment so long as they are of comparable quality to other first tier securities. Up to 5% of the assets may be invested in "second tier" securities - securities rated within the two highest categories by at least two NRSROs. The account can also purchase unrated securities. Subject to the standards described above, the account can also invest up to 30% of its assets in foreign money market and debt securities denominated in U.S. dollars, including obligations of foreign banks and foreign governments. SPECIAL RISKS: The account will have very little financial and market risk, but may have relatively high interest rate risk as rates move up or down. [SIDEBAR] Types of Money Market Account investments Commercial paper issued by domestic or foreign companies Variable rate, floating rate or variable amount securities of domestic or foreign entities Bank debt including certificates of deposits, time deposits, bankers acceptances or other short-term debt U.S. government or agency securities Repurchase agreements Participation interest in bank loans (these may be considered illiquid) Asset-backed securities Debt securities issued by foreign or domestic companies with a remaining maturity of 397 days or less Foreign government or agency securities International organization securities (such as the World Bank) The above investments are in no particular order of importance. 30 HISTORICAL RETURNS FOR CREF ACCOUNTS The charts and tables below give an indication of the CREF accounts' risks and performance. The charts show changes in an account's performance from year to year. The tables show how the accounts' average annual returns for the periods indicated compare to those of a broad-based market index as well as the accounts' highest and lowest quarterly returns. Past performance and volatility do not necessarily indicate how the accounts will perform in the future. STOCK ACCOUNT HIGHEST AND LOWEST RETURN (Quarterly 1989-1998) - --------------------------------------------- Total Return Quarter ending - --------------------------------------------- Highest 21.6% December 1998 - --------------------------------------------- Lowest -15.3% September 1990 - --------------------------------------------- Average Annual Returns - --------------------------------------------- 1 Year 5 Year 10 Year - --------------------------------------------- Stock Account 22.9% 19.4% 16.5% - --------------------------------------------- Benchmark - --------------------------------------------- GLOBAL EQUITIES ACCOUNT Highest and Lowest Return (Quarterly 1992-1998) - --------------------------------------------- Total Return Quarter ending - --------------------------------------------- Highest 19.9% December 1998 - --------------------------------------------- Lowest -15.1% September 1998 - --------------------------------------------- Average Annual Returns - ------------------------------------------------------- 1 Year 5 Year Since inception (5/1/92) - ------------------------------------------------------- Global Equities Account 18.6% 14.6% 16.4% - ------------------------------------------------------- Morgan Stanley EAFE - ------------------------------------------------------- 31 GROWTH ACCOUNT Highest and Lowest Return (Quarterly 1994-1998) - --------------------------------------------- Total Return Quarter ending - --------------------------------------------- Highest 28.7% December 1998 - --------------------------------------------- Lowest -12.3% September 1998 - --------------------------------------------- Average Annual Returns - --------------------------------------------------- 1 Year 5 Year Since inception (4/29/94) - --------------------------------------------------- Growth Account 32.9% 26.8 - --------------------------------------------------- Russell 3000 Growth - --------------------------------------------------- EQUITY INDEX ACCOUNT Highest and Lowest Return (Quarterly 1994-1998) - --------------------------------------------- Total Return Quarter ending - --------------------------------------------- Highest 2.14% December 1998 - --------------------------------------------- Lowest -11.1% September 1998 - --------------------------------------------- Average Annual Returns - --------------------------------------------------- 1 Year 5 Year Since inception (4/29/94) - --------------------------------------------------- Equity Index Account 24.1% 24.5% - --------------------------------------------------- Russell 3000 Index - --------------------------------------------------- 32 SOCIAL CHOICE ACCOUNT Highest and Lowest Return (Quarterly 1990-1998) - ------------------------------------------------ Total Return Quarter ending - ------------------------------------------------ Highest 12.8% December 1998 - ------------------------------------------------ Lowest -5.2% September 1998 - ------------------------------------------------ Average Annual Returns - ------------------------------------------------------ 1 Year 5 Year Since inception (3/1/90) - ------------------------------------------------------ SOCIAL Choice Account 18.6% 16.9% 16.4% - ------------------------------------------------------ Benchmark - ------------------------------------------------------ BOND MARKET ACCOUNT Highest and Lowest Return (Quarterly 1990-1998) - --------------------------------------------- Total Return Quarter ending - --------------------------------------------- Highest 6.2% June 1995 - --------------------------------------------- Lowest -3.4% March 1994 - --------------------------------------------- Average Annual Returns - --------------------------------------------------- 1 Year 5 Year Since inception (3/1/90) - --------------------------------------------------- Bond Market Account 8.6% 6.8% 8.7% - --------------------------------------------------- Lehman Brothers Aggregate Bond Index - --------------------------------------------------- 33 INFLATION-LINKED BOND ACCOUNT Highest and Lowest Return (Quarterly 1997-1998) - ------------------------------------------------ Total Return Quarter ending - ------------------------------------------------ Highest 2.5% September 1998 - ------------------------------------------------ Lowest -0.6% December 1998 - ------------------------------------------------ Average Annual Returns - -------------------------------------------------------------- 1 Year 5 Year Since inception (5/1/97) - -------------------------------------------------------------- Inflation-Linked Bond Account 3.5% 3.7% - -------------------------------------------------------------- Salomon-Borthers U.S. Inflation-Linked Bond Index - --------------------------------------------------------------- MONEY MARKET ACCOUNT Highest and Lowest Return (Quarterly 1989-1998) - ----------------------------------------------- Total Return Quarter ending - ----------------------------------------------- Highest 2.4% June 1998 - ----------------------------------------------- Lowest 0.7% March 1994 - ----------------------------------------------- Average Annual Returns - --------------------------------------------------- 1 Year 5 Year 10 Year - --------------------------------------------------- Money Market Account 5.5% 5.2% 5.8% - --------------------------------------------------- IBC Money Fund Report D All Taxable Average - --------------------------------------------------- 34 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Stock 28% -5.5% 30.1% 6.3% 13.9% -0.1% 30.9% 19.4% 26.4% 22.9% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Global Equities 2.6% 35.5% -0.5% 20.1% 18% 18.3% 18.6% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Growth 4.7% 35.2% 25.5% 28.4% 32.9% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Equity Index 3.3% 36.2% 21.6% 31.2% 24.1% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Bond Market 8.8% 16.3% 7.1% 11.4% -4% 17.8% 3.1% 9.6% 8.6% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Inflation-Linked Bond 2.6% 3.5% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Social Choice 4.3% 25.2% 11.1% 9.4% -1.3% 29.5% 15.5% 24.6% 18.6% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Money Market 9.4% 8.3% 6.3% 3.7% 3.1% 4.1% 5.9% 5.3% 5.5% 5.5% PERFORMANCE INFORMATION >From time to time, CREF advertises total return and average annual total return for each of its accounts. For the Bond Market, Inflation-Linked Bond and Money Market accounts, we also advertise yield. TOTAL RETURNS "Total return" is the cumulative percentage increase or decrease in the value of an investment over standard one, five and ten-year periods. "Average annual total return" is the annually compounded rate that would result in the same cumulative total return over the specified period. MONEY MARKET ACCOUNT YIELDS For the Money Market Account, we calculate a "yield" or "current yield". This yield is the income generated by an investment over a seven-day period (after expenses). We then "annualize" this yield by assuming the account will earn the same rate each week for 52 weeks, then show the total income as a percentage of the original investment. "Effective yield" may also be advertised. We calculate this in a similar way, but we assume that the income is reinvested in the account. The effective yield will be higher than the current yield due to compounding. BOND MARKET ACCOUNT YIELDS For the Bond Market Account, we calculate a thirty-day yield. This yield is the income generated by an investment over a thirty-day period (after expenses). We then assume this yield is compounded monthly for six months, then annualized. 35 ADDITIONAL INVESTMENT TOOLS AND RISKS At times, the CREF accounts may use certain investment tools to enhance return or hedge risk. This section summarizes of some of these tools and their risks. For more information on the tools described and their risks, please see the SAI. FOREIGN INVESTMENTS CREF has extensive experience managing foreign investments, including those not registered or traded in the United States. An account's foreign portfolio may be divided into segments -- some designed to track foreign markets as a whole, and others with stocks selected individually for their investment potential. We invest in a wide range of foreign securities in an effort to reduce the risks and increase the opportunity for returns. The percentages of foreign assets in each account CHANGE DAILY as a result of new transactions, market value fluctuations and changes in foreign currency exchange rates. Investing in foreign securities, especially those not issued by foreign governments, involves special risks. These include: Changes in foreign currency exchange rates Possible market controls or currency exchange control Possible withholding of taxes on dividends and interest Possible seizure, expropriation, or nationalization of assets More limited foreign financial information or difficulty in interpretation due to foreign regulations and accounting standards Lower liquidity and higher volatility in some foreign markets The impact of political, social, or diplomatic events The difficulty of evaluating some foreign economic trends The possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country and difficulty in using foreign legal systems to enforce financial or legal obligations Also, brokerage commissions and transaction costs are often higher for foreign investments. The accounts may use currency transactions to help protect against future exchange rate uncertainties and to take advantage of differences in exchange rates. Changes in exchange rates and exchange control regulations may increase or reduce the value of a security. Currency transactions involve special risks and may limit potential gains due to increases in a currency's value. We do not intend to speculate in foreign currency exchange transactions or forward currency contracts. The accounts can invest in developing or "emerging" countries. The risks noted above often increase in emerging countries. For example, emerging countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their securities markets may be very small, share prices may be volatile. In addition, foreign investors are subject to a variety of special restrictions in many emerging countries. 36 Even considering the risks, foreign investing offers the chance to improve an account's diversification and long-term performance. Foreign investments let CREF take part in the growth of other countries' economies and financial markets, which sometimes offer better prospects than in the U.S. Moreover, periods of rising or falling values often come at different times in foreign markets than in U.S. markets, and price trends can move in different directions. When this happens, foreign investments can reduce an account's volatility, compared to the U.S. market as a whole, and may enhance long-term returns. On January 1, 1999, the European Monetary Union (EMU) implemented a new currency unit, called the Euro. The Euro became the official currency of the EMU and replaced individual country currencies. The implementation of the Euro may adversely affect financial markets worldwide and may result in changes in the relative strength of other major currencies, including the U.S. dollar. It is not possible to accurately predict what effect, if any, the Euro conversion will have long term on financial markets in general. OPTIONS, FUTURES AND OTHER DERIVATIVES The CREF accounts can buy and sell options, futures, and other derivatives. We intend to use these securities for cash management purposes or as hedging techniques, although we are not obligated to hedge any investments. Generally, investing in these securities involves additional investment risks and transaction costs. Investing in these securities also draws upon special skills and experience that may be different from skills needed to choose other types of securities for the accounts. Special risks of these securities include: The prices of certain derivatives may not correlate perfectly with the prices of the securities, currencies, or interest rates being hedged, and A liquid secondary market for over-the-counter options may not be available at particular time ILLIQUID SECURITIES Each account can invest up to 10% of its assets in investments that may not be readily marketable, making it difficult to sell the securities quickly at fair market value. FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES The CREF accounts can enter "firm commitment" agreements to buy securities at a fixed price or yield on a specified date. We would do this if we expect a decline in interest rates, believing it may be better to commit now with a later issue or delivery date. We may also purchase securities on a "when issued" basis, with the exact terms set at the time of the transaction. SECURITIES LENDING The CREF accounts can seek extra income by lending securities to brokers, dealers, and other financial institutions, subject to certain restrictions. If we lend a security, we can call in the loan at any time. Although all loans are fully collateralized, if a borrower defaults, an account could lose money. BORROWING As a temporary measure for extraordinary or emergency purposes, the Stock, Global Equities, Bond Market, Social Choice, and Money Market Accounts can borrow money from banks, not exceeding 10% of the account's market value at the time of borrowing. These accounts can also borrow up to 5% of their assets' value to buy securities. Each account can pledge or otherwise encumber up to 10% of its assets at 37 the time of borrowing as collateral. The Growth, Equity Index, and Inflation-Linked Bond Accounts can also borrow money from banks, not exceeding 33 1/3% of the account's market value at the time of borrowing. These accounts can borrow from other sources temporarily, but no more than 5% of their assets' value. If an account borrows money, it could leverage its portfolio by keeping securities that it might otherwise have sold had it not borrowed money. The risks of leverage include a greater possibility that an account's net asset value may change during market fluctuations. INVESTMENT COMPANIES Each account can invest up to 10% of its assets in other investment companies, including mutual funds. When an account invests in another investment company, it bears a proportionate share of expenses charged by the investment company in which it invests. REPURCHASE AGREEMENTS The CREF accounts can use repurchase agreements to help manage cash balances. See the SAI for additional information. INVESTMENT MANAGEMENT A Board of Trustees governs CREF. The Board oversees CREF's administration and investments, reviews service contracts, and evaluates each account's performance. TIAA-CREF Investment Management, LLC, a nonprofit subsidiary of TIAA, manages the assets in each CREF account and is registered under the Investment Advisers Act of 1940, as amended. TIAA-CREF Investment Management also conducts research, recommends investments, and places buy and sell orders for the CREF accounts. It also performs portfolio accounting and related services for each account. All services are at cost. Employees of Investment Management and members of their household are limited in trading for their own accounts. Certain transactions they make must be reported and approved and duplicates of all confirmation statements and other account reports must be sent to a special compliance unit. ALLOCATIONS AMONG AFFILIATED ACCOUNTS The managers of the CREF accounts may manage the assets of certain affiliated accounts. Investment decisions for the CREF accounts and any affiliated account will be made independently. Sometimes, however, managers may decide either to buy or sell a security at the same time for more than one CREF account or affiliated account. If so, investment opportunities are allocated equitably. This can have an adverse effect on the size of the position each CREF account buys or sells, as well as the price received or paid for it. ADDING, CLOSING, OR SUBSTITUTING ACCOUNTS CREF can add or close accounts, substitute one account for another, combine accounts, discontinue accounts, and suspend the acceptance of premiums and/or transfers into an account. Depending on the terms of an employer's retirement plan, CREF can also restrict whether and how we offer an account. If an account is closed or we stop accepting premiums into that account, we'll notify participants and request that they allocate 38 premiums and/or transfer accumulations to another account. If you're notified of such a change and don't respond, we'll place any premiums, accumulations, or annuity income affected by the change in the Money Market Account. Unless required by law, CREF will not close, substitute for, or stop accepting premiums and transfers to the Stock and Money Market Accounts. THE ANNUITY CERTIFICATES CREF offers certificates for the following types of variable annuities. RA (RETIREMENT ANNUITY) AND GRA (GROUP RETIREMENT ANNUITY) RA and GRA certificates are used mainly for employee retirement plans. Depending on the terms of your employer's plan, RA premiums can be paid by your employer, you, or both. If you're paying some of or the entire periodic premium, your contributions can be in either pre-tax dollars by salary reduction, or after-tax dollars by payroll deduction. You can also transfer accumulations from another investment choice under your employer's retirement plan to your RA certificate. For RAs only, you can make contributions directly to CREF. GRA premiums can come from your employer only or both you and your employer. Your GRA premiums can also be from pre-tax or after-tax contributions. You can't pay GRA premiums directly to CREF; your employer must send them for you. As with RAs, you can transfer accumulations from another investment choice under your employer's retirement plan to your GRA certificate. SRA (Supplemental Retirement Annuity) and GSRA (Group Supplemental Retirement Annuity) These are for voluntary tax-deferred annuity (TDA) plans. SRA certificates are issued directly to you; GSRA certificates are issued through an agreement between your employer and CREF. Your employer pays premiums in pre-tax dollars through salary reduction. Although you can't pay premiums directly, you can transfer amounts from other TDA plans. GA (Group Annuity) GA certificates are used exclusively for employer retirement plans and are issued directly to your employer or your plan's trustee. Your employer pays premiums directly to CREF. Your employer or the plan's trustee controls the allocation of contributions and transfers to and from these certificates. CLASSIC IRA You and your spouse can each open a Classic IRA with an annual contribution of up to $2,000 each or by rolling over funds from another IRA or retirement plan, if you meet our eligibility requirements. ROTH IRA You or your spouse can each open a Roth IRA with an annual contribution of up to $2,000 each or by rolling over funds from another IRA or a Classic IRA issued by CREF. 39 Both Roth and Classic IRAs are issued directly to you. Joint accounts are not permissible. KEOGH CERTIFICATES Pending regulatory approval, CREF has plans to offer certificates under Keogh plans. If you own an unincorporated business, you'll be able to use our Keogh certificates for your Keogh plan, provided you are an eligible individual. [SIDEBAR] Eligibility for IRAs and Keogh certificates You and your spouse can open a Classic or Roth IRA or use our Keogh certificates if you are a current or retired employee or a trustee of an eligible institution, or if you own a TIAA or CREF annuity contract or a TIAA individual insurance contract. Additionally, you can set up a Classic or Roth IRA with funds rolled over from an eligible institution's retirement plan or from an individual retirement account that was itself set up with amounts originally in an eligible institution-sponsored plan. There are certain income limits on opening Roth IRAs. STARTING OUT We'll issue you a CREF certificate when we receive your completed application or enrollment form. If we receive premiums from your employer before your application or enrollment form, we'll invest the money in the Money Market Account until we receive your form. When the completed form arrives, we'll transfer the appropriate amounts to the accounts you've specified, crediting them as of the end of the business day we receive the form. If your application or enrollment form is incomplete, allocations don't total 100%, or allocations violate employer plan restrictions, we'll invest your premiums in the Money Market Account. After we receive a complete and correct application, we'll follow your allocation instructions for future premiums. However, in this situation, you must request that we transfer any premiums invested in the Money Market Account to your account choices. Such transfers will be made as of the end of the business day we receive your request. CREF doesn't restrict the amount or frequency of premiums to your RA, GRA, or IRA certificates, although we reserve the right to impose restrictions. Your employer's retirement plan may also limit your premium amounts. In addition, the Internal Revenue Code limits the total annual premiums to plans qualified for favorable tax treatment. In most cases, CREF accepts premiums to a certificate during your accumulation period. Once your first premium has been paid, your CREF certificate can't lapse or be forfeited for nonpayment of premiums. CREF can stop accepting premiums to GRA and GSRA certificates at any time. CHOOSING AN ACCOUNT After you receive your certificate, you can allocate your premiums to any CREF account unless your employer's plan blocks some accounts. However, your employer cannot block the Stock or Money Market Accounts. You can change your allocation for future premiums by: o writing to our home office 40 o using our Inter/ACT Internet service at www.tiaa-cref.org, or o or calling our Automated Telephone Service (24 hours a day) at 800-842-2252. DETERMINING THE VALUE OF YOUR ACCOUNT - ACCUMULATION UNITS To determine the amount of money in your account, we use a measure called an accumulation unit. Each payment to your certificate, which is credited at the end of the business day in which we receive it, buys a number of accumulation units. The accumulation unit value for each account depends on the account's investment performance and its expenses. We calculate accumulation unit values at the end of each business day. The number of accumulation units you own equals your accumulation in an account divided by the accumulation unit value for that account. To determine accumulation unit values for transfers and cash withdrawals, we use the unit values calculated at the end of the business day when we receive your completed request and required documents. IF YOU NEED TO CANCEL You may cancel a certificate up to 30 days after you receive it (unless we already made annuity payments from it). To cancel, simply mail or deliver the certificate with a signed Notice of Cancellation (available by contacting CREF) to our home office. We'll cancel the certificate, then send the entire current accumulation to whomever sent the premiums. You bear the investment risk during this period. [SIDEBAR] How We Value Assets We calculate the value of the assets in each account as of the close of every valuation day. We use market quotations or independent pricing services to value securities. If these aren't available, we'll value the securities using "fair value," as determined by the CREF Board of Trustees. In the Money Market Account, we value short-term money market instruments with a remaining maturity of 60 days or less based on their amortized cost. HOW TO TRANSFER AND WITHDRAW YOUR MONEY Generally, CREF allows you to move your money to and from the CREF accounts in the following manner: o From the CREF accounts to the TIAA Real Estate Account or the TIAA traditional annuity o To the CREF accounts from the TIAA Real Estate Account o From the CREF accounts to other companies o To the CREF accounts from other plans o By withdrawing cash o By setting up a program of systematic withdrawals and transfers These options may be limited by the terms of your employer's plan or by current tax law. Transfers and cash withdrawals are currently free. Transfers from the TIAA Real Estate Account to CREF are limited to once per quarter. CREF can place restrictions on transfers or charge fees for transfers and withdrawals in the future. Transfers and cash withdrawals are effective at the end of the business day we receive your request and 41 all required documentation. You can also choose to have transfers and withdrawals take effect at the end of any future business day or the last calendar day of the current or any future month, even if its not a business day. To request a transfer or withdrawal: o Write to CREF's home office at 730 Third Avenue, New York, NY 10017-3206 o Call us at 800-842-2252 or o For transfers, use Inter/ACT on the Internet at www.tiaa-cref.org. You are required to complete and return certain forms to effect cash withdrawal transactions. There may be tax law restrictions on certain transfers. Before you transfer or withdraw cash, make sure you also understand the possible federal and other income tax consequences. TRANSFERS TO OTHER TIAA-CREF ACCOUNTS At any time during the accumulation stage, you can, subject to your employer's plan, transfer your money in a CREF account to another CREF account, to TIAA's traditional annuity, or to the TIAA Real Estate Account. If you want to transfer part of your money in a CREF account, the minimum is $1,000, or your entire accumulation, if less. Your employer's plan may restrict transfers, but only for money in RA, GRA, GSRA or Keogh certificates. Transfers from the TIAA Traditional Annuity in RAs and GRAs currently must take place in roughly equal installments over a 10-year period through a TIAA transfer payout annuity. If you don't have a CREF certificate when you ask to transfer money from TIAA to CREF, you must apply for one; in that case, we'll execute the transfer when we receive your completed application. TRANSFERS FROM OTHER PLANS Usually, you can transfer money from another 403(b) retirement plan to your CREF certificate. Similarly, you can transfer money to CREF from other 401(a) and 403(a) plans. Amounts transferred to CREF may be subject to the provisions of your original employer's retirement plan. You can also transfer funds from some of these plans to a CREF Classic IRA. If you meet income limits, you can transfer funds from a Classic IRA to a CREF Roth IRA. TRANSFERS TO OTHER COMPANIES If you have a RA, GRA, GSRA or Keogh certificate, your right to transfer your money to a company other than CREF may depend on your employer's retirement plan. If your employer participates in our Special Transfer Services program, we can make automatic monthly transfers from your RA or GRA certificate to another company. You may also be able to transfer accumulations in SRA, GSRA, IRA or Keogh certificates to another company. WITHDRAWALS 42 Subject to the terms of your employer's plan, you can withdraw some or all of your SRA, GSRA, IRA, or Keogh accumulation. Withdrawals must be at least $1,000 or your entire accumulation, if less. You can't withdraw money from a certificate if you are already receiving lifetime annuity income from that certificate. If you have a small account value (under $4,000) when you leave your employer, your employer's plan may allow you to have CREF cash out some or all of your RA money. Under current federal tax law, you can't withdraw money from salary reduction agreements under your retirement plan that are held in your CREF certificates unless you are age 59 1/2, leave your job, become disabled, or die. If the money is in a 403(b) annuity, these restrictions apply to premiums and earnings credited after December 31, 1988. The restrictions apply to all salary reduction amounts under a 401(k) plan and funds transferred directly to CREF from a 403(b)(7) custodial account. If your employer's plan permits, you may also be able to withdraw money for certain hardships as defined under the Internal Revenue Code, but in that case you can withdraw only premiums, not earnings. Special rules and restrictions apply to IRAs. If you're married, you may be required by law or by your employer's plan to show us advance written consent from your spouse before we make certain transactions on your behalf. If you are married at your annuity start date, you may also be required to choose an income option that provides survivor annuity income to your spouse, unless your spouse waives that right in writing. [SIDEBAR] Vesting: Once you're fully vested under your employer's RA or GRA plan, you can't lose the benefits you've earned. Ask your employer for your vesting status. Benefits under SRAs, GSRAs, and IRAs are immediately vested and can't be forfeited. You're also fully vested in contributions made by salary reduction or deduction. If you go back to a prior employer and that employer's plan allows, you may be able to resume participation under your original CREF certificate. WHEN YOU ARE READY TO RECEIVE YOUR ANNUITY INCOME THE ANNUITY PERIOD IN GENERAL Although you can annuitize at any time, generally you must be at least age 59 1/2 to begin receiving annuity income. Otherwise, you may have to pay a 10% penalty tax on the taxable amount, except under certain circumstances. In addition, you cannot begin receiving income later than permitted under the minimum distribution rules. Your employer's plan may restrict when you can begin income payments. Also, you cannot begin a life annuity after age 90 or a joint life annuity after either you or your annuity partner reach age 90. 43 Your income payments may be paid out from the CREF accounts through a variety of income options. You can pick a different income option for different portions of your accumulation, but once you've started payments you usually can't change your income option or annuity partner for that payment stream. Usually income payments are monthly. You can choose quarterly, semi-annual, and annual payments as well. (CREF has the right to not make payments at any interval that would cause the initial payment to be less than $100.) We'll send your payments by mail to your home address or, on your request, by mail or electronic funds transfer to your bank. Your initial income payments are based on the value of your accumulation on the last valuation day before the annuity starting date. We calculate initial income at the end of the last valuation day before the annuity starting date based on: o the amount of money you have accumulated in an account, o the income option or options you choose, and o an assumed annual investment return of 4%, and for life annuities, mortality assumptions for you and your annuity partner, if you have one. Your payments change after the initial payment based on an account's investment experience and the income change method you choose. There are two income change methods for annuity payments: annual and monthly. Under the annual income change method, payments change each May 1, based on the net investment results of an account during the prior year (April 1 through March 31). Under the monthly income change method, payments change every month, based on the net investment results during the previous month. The total value of your annuity payments may be more or less than your total premiums. ANNUITY STARTING DATE Generally, you pick an annuity starting date when you first apply for a CREF contract but you can change this date at any time prior to the day before that annuity starting date. Ordinarily, annuity payments begin on your annuity starting date, provided we have received all documentation necessary for the income option you've picked. If something's missing, we'll defer your annuity starting date until we receive it. Your first annuity check may be delayed while we process your choice of income options and calculate the amount of your initial payment. Any premiums received within 70 days after payments begin may be used to provide additional annuity income. Premiums received after 70 days will remain in your accumulating annuity contract until you give us further instructions. Ordinarily, your first annuity payment will begin on any business day between the first and twentieth of any month. ANNUITY INCOME OPTIONS 44 Both the number of annuity units you purchase and the amount of your income payments will depend on which income option you pick. Your employer's plan, tax law and ERISA may limit which income options you can use to receive income from an RA or GRA. Ordinarily you'll choose your income options shortly before you want payments to begin; but, you can make or change your choice any time before your annuity starting date. All CREF income options provide variable payments, and the amount of income you receive depends in part on the investment experience of your chosen accounts. The current options are: o ONE-LIFE ANNUITY WITH OR WITHOUT GUARANTEED PERIOD. Pays income as long as you live. If you opt for a guaranteed period (10, 15 or 20 years) and you die before it's over, income payments will continue to your beneficiary until the end of the period. If you don't opt for a guaranteed period, all payments end at your death -- so that it's possible for you to receive only one payment if you die less than a month after payments start. o ANNUITY FOR A FIXED PERIOD. Pays income for any period you choose from 5 to 30 years (2 to 30 years for Ras, GRAs and SRAs). o TWO-LIFE ANNUITIES. Pays income to you as long as you live, then continues at either the same or a reduced level for the life of your annuity partner. There are three types of two-life annuity options, all available with or without a guaranteed period -- Full Benefit to Survivor, Two-Thirds Benefit to Survivor, and a Half-Benefit to Annuity Partner. o MINIMUM DISTRIBUTION OPTION ("MDO") ANNUITY. Generally available only if you must begin annuity payments under the Internal Revenue Code minimum distribution requirements. (Some employer plans allow you to elect this option earlier -- contact CREF for more information.) The option pays an amount designed to fulfill the distribution requirements under federal tax law. You must apply your entire accumulation under a contract if you want to use the MDO annuity; however, it's possible you won't receive income for life under an MDO. Up to age 90, you can apply any remaining part of an accumulation applied to the MDO annuity to any other income option for which you're eligible. Using an MDO won't affect your right to take a cash withdrawal of any accumulation not yet distributed. For any of the income options described above, under current federal tax law, your guaranteed period can't exceed the joint life expectancy of you and your beneficiary or annuity partner. Other income options may become available in the future, subject to the terms of your retirement plan and relevant federal and state laws. For more information about any annuity option, please contact us. RECEIVING LUMP SUM PAYMENTS (RETIREMENT TRANSITION BENEFIT). If your employer's plan allows, you may be able to receive a single sum payment of up to 10% of the value of any part of an RA or GRA accumulation being converted to annuity income on the annuity starting date. Of course, if your employer's plan allows cash withdrawals, you can take a larger amount (up to 100%) of your accumulation in any CREF account as a cash payment. The retirement transition benefit will be subject to current federal income tax requirements and possible early distribution penalties. 45 If you haven't picked an income option when the annuity starting date arrives, CREF usually will assume you want the ONE-LIFE ANNUITY WITH 10-YEAR GUARANTEED PERIOD if you're unmarried. If you're married, we may assume for you a TWO-LIFE ANNUITY WITH HALF-BENEFIT TO ANNUITY PARTNER WITH 10-YEAR GUARANTEED PERIOD, with your spouse as your annuity partner. If you haven't picked an income option when the annuity starting date arrives for your IRA, we may assume you want the MINIMUM DISTRIBUTION OPTION annuity. [SIDEBAR] Other income choices may be available subject to your plan and federal laws. Current federal law sets the latest distribution date and says that your guaranteed or fixed period can't exceed the joint life expectancy of you and your beneficiary or you and your annuity partner (if you have one). TRANSFERS DURING THE ANNUITY PERIOD Once each calendar quarter, you can transfer income payable from one CREF account to a comparable annuity (see sidebar) from another CREF account, the TIAA traditional annuity, or the TIAA Real Estate Account. Beginning in late 1999, annuitants receiving income from TIAA lifetime annuities may transfer some or all of their income to comparable lifetime annuities funded in the Stock, Global Equities, Equity Index or Social Choice accounts. Such transfers are limited to 20% of annuity income in any year. A program transferring all income in five equal annual installments may also be chosen. Once income has been transferred, subsequent transfers may be made only among those accounts listed above. Transfers to other CREF accounts or back to TIAA will not be permitted. We'll process the transfer on the business day we receive your request unless you've asked that the transfer take effect on another business day or the last day of a calendar month. [SIDEBAR: A comparable annuity is an annuity that is payable under the same income option and has the same annuitant(s) and remaining guaranteed period, if any.] Tranfers under the annual income payment method will affect your annuity payments beginning on the May 1 following the March 31 which is on or after the effective date of the transfer. Transfers under the monthly income payment method and all transfers into TIAA's traditional annuity will affect your annuity payments beginning with the first payment due after the monthly payment valuation day that is on or after the transfer date. You can switch between the annual and monthly income change methods, and the switch will go into effect on the following March 31. METHODS OF PAYMENT OF DEATH BENEFITS Generally, you can choose the method by which we'll pay the death benefit. You can block your beneficiaries from changing the method you've chosen or you can leave the choice to them. We can block any choice of method that provides an initial payment of less than $25. If your beneficiary doesn't specifically request to start receiving death benefits within a year of your death, we have the option to start making payments to them over five years using the fixed-period annuity method of payment. 46 PAYMENTS DURING ACCUMULATION PERIOD. Currently, the available methods of payment for death benefits from funds in the accumulation period are: o SINGLE-SUM PAYMENT, in which the entire death benefit is paid to your beneficiary at once; o ONE-LIFE ANNUITY WITH OR WITHOUT GUARANTEED PERIOD, in which the death benefit is paid monthly for the life of the beneficiary or through the guaranteed period; o ANNUITY FOR A FIXED PERIOD OF 2 TO 30 YEARS; o ACCUMULATION-UNIT DEPOSIT OPTION, which pays a lump sum at the end of a fixed period, ordinarily two to five years, during which period the accumulation units deposited participate in the Account's investment experience (generally $5,000 minimum death benefit value); and o THE MINIMUM DISTRIBUTION OPTION, which is available only to beneficiaries who must receive income under the IRC's minimum distribution requirements, and operates in much the same way as the MDO annuity. It's possible, under this method, that your beneficiary won't receive income for life. Death benefits are usually paid monthly (unless you chose a single-sum method of payment), but your beneficiary can switch them to quarterly, semi-annual, or annual payments instead. PAYMENTS DURING THE ANNUITY PERIOD. If you and your annuity partner die during the annuity period, your beneficiary can choose to receive the remaining guaranteed periodic payments due under your contract. Alternatively, your beneficiary can choose to receive the commuted value of those payments in a single sum unless you have indicated otherwise. The amount of the commuted value will be different than the total of the periodic payments that would otherwise be paid. Ordinarily, death benefits are subject to federal estate tax. For more detailed information on death benefits, please contact CREF. TIMING OF PAYMENTS In general, we will make the following types of payments within seven calendar days after we've received the information we need to process a request: o cash withdrawals o transfers to TIAA or to other companies o payments under a fixed-period annuity o death benefits The seven-day period may be extended in certain circumstances, such as an SEC-recognized emergency. 47 TAXES This section offers general information. It does not cover every situation. Check with your tax advisor for more information. During the accumulation period, CREF earnings are generally not taxed until they're withdrawn. When you transfer money, there may be tax consequences. Annuity payments, single-sum withdrawals, systematic withdrawals, and death benefits are usually taxed as ordinary income. Premiums that were paid in after-tax dollars aren't taxable when withdrawn, but earnings are taxable. Death benefits are usually also subject to federal estate and state inheritance taxation. Generally, transfers between qualified retirement plans are not taxed. Transfers among the CREF accounts also aren't taxed. Generally, contributions you can make under an employer's plan are limited by federal tax law. Employee salary reduction contributions to 403(b) and 401(k) plans are limited to $10,000 per year. Certain long-term employees may be able defer up to $13,000 per year in a 403(b) plan. Contributions to IRAs and Roth IRAs, other than rollover contributions, cannot generally exceed $2,000 per year. EARLY DISTRIBUTIONS If you want to withdraw funds or begin income from any 401(a), 403(a), or 403(b) retirement plan or an IRA before you reach age 59 1/2, you may have to pay a 10 percent early distribution tax on the taxable amount. You won't have to pay this tax in certain circumstances. See the SAI or consult your tax advisor for more information. MINIMUM DISTRIBUTION REQUIREMENTS In most cases, payments have to begin by April of the year after the year you reach age 70 1/2, or if later, retirement. Under the terms of certain retirement plans, the plan administrator may direct us to make the minimum distributions required by law even if you do not elect to receive them. In addition, if you don't begin distributions on time, you may be subject to a 50% excise tax on the amount you should have received but did not. Roth IRAs are generally not subject to these rules. WITHHOLDING ON DISTRIBUTIONS If we send an "eligible rollover" distribution directly to you, federal law requires us to withhold 20% from the taxable portion. If we rollover such a distribution directly to an IRA or similar employer qualified plan, we do not withhold any federal tax. The 20% withholding also does not apply to certain "non-eligible" rollover distributions such as payments from IRAs, lifetime annuity payments, or minimum distribution payments. For the taxable portion of non-eligible rollover distributions, we will usually withhold federal taxes unless you tell us not to. Nonresident aliens who pay U.S. taxes are subject to different withholding rules. Contact CREF for more information. ADDITIONAL INFORMATION HOW TO REACH US 48 Our home office address is 730 Third Avenue, New York, NY, 10017. Our toll-free number is 800-842-2776 and is available Monday through Friday, 8 am-11 pm ET. You can also call our Automated Telephone Service 24 hours a day at 800-842-2252. CHOICES AND CHANGES As long as your CREF certificate permits, you (or your annuity partner, beneficiary, or any other payee) can choose or change any of the following: o an annuity starting date, o an income option, o a transfer, o an income change method, o a method of payment for death benefits, o an annuity partner, beneficiary, or other person named to receive payments, or o a cash withdrawal or other distribution. You have to make your choices or changes through a written notice that is satisfactory to us and received at our home office. When we receive a notice of a change in beneficiary or other person named to receive payments, we'll make the change as of the date it was signed, even if the signer has died in the meantime. We make all other changes as of the date received. TELEPHONE AND INTERNET TRANSACTIONS You can use our Automated Telephone Service (ATS) or Inter/ACT over the Internet to check your account balances, transfer between accounts or to TIAA, and allocate future premiums among TIAA and the CREF accounts. You will be asked to enter your Personal Identification Number (PIN) and Social Security number for both systems. (You can establish a PIN by calling us.) Both will lead you through the transaction process and we will use reasonable procedures to confirm that instructions given are genuine. If we use such procedures, we are not responsible for incorrect or fraudulent transactions. All transactions made over the ATS and Inter/ACT are electronically recorded. We can suspend or terminate your right to transact by Internet or telephone at any time. YOUR VOTING RIGHTS As a participant in CREF accounts, you can generally vote to elect CREF trustees, to ratify the selection of an independent auditor, on any change in investment objective and fundamental investment policies, and on any other matter requiring a participant vote. ELECTRONIC PROSPECTUSES If you received this prospectus electronically and would like a paper copy, please call us at 800-842-2733 and we will send it to you. 49 OUR YEAR 2000 PROGRESS Like all financial service providers, CREF and TIAA-CREF Investment Management, LLC use computer and information systems that may be affected by Year 2000 problems. The computers may read the Year 2000 as if it were 1900. CREF and TIAA-CREF Investment Management have implemented a Year 2000 transition plan. If the systems of CREF or TIAA-CREF Investment Management or their service providers are not available or cannot process data correctly, then the accounts could experience delays in performing certain transactions, such as purchase and sales transactions pricing. Neither CREF nor TIAA-CREF Investment Management currently anticipates that they will be unable to perform these transactions or be unable to conduct regular business. ASSIGNING YOUR CONTRACT Generally, neither you nor your beneficiaries can assign ownership of a CREF contract to someone else. ERRORS OR OMISSIONS We reserve the right to correct any errors or omissions on any form, report, or statement that we send you. TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS If you're in the Texas Optional Retirement Program, you (or your beneficiary) can redeem some or all of your accumulation only if you retire, die, or leave your job in the state's public institutions of higher education. HOUSEHOLDING To lower expenses and eliminate duplicate documents sent to your home, we may mail only one copy of the CREF prospectus and other required documents to your household, even if more than one participant lives there. If you would prefer to continue to receive your own copy of any document, write or call us at 800-842- 2733. DISTRIBUTOR The distributor of CREF certificates is TIAA-CREF Individual & Institutional Services, Inc. (Services). Services is registered with the SEC and is a member of the National Association of Securities Dealers, Inc. (NASD). Teachers Personal Investors Service, Inc. (TPIS), also registered with the SEC and a member of the NASD, may also distribute CREF certificates on a limited basis. Services and TPIS are subsidiaries of TIAA. Anyone distributing CREF certificates must be a registered representative of Services or TPIS. Their address is 730 Third Avenue, New York, NY 10017. No commissions are paid for distribution of CREF certificates. 50 TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION PAGE IN THE STATEMENT OF ADDITIONAL ITEM INFORMATION CREF and its Operations ... Investment Restrictions............. Description of Corporate Bond Ratings............. Description of Fixed-Income Instruments.............. Investment Policies and Risk Considerations...... Options and Futures...... Firm Commitment Agreements and Purchase of "When Issued" Securities..... Pass-Through Securities.. Lending of Securities.... Repurchase Agreements.... Currency Transactions.... Swap Transactions........ Segregated Accounts...... Special Considerations Affecting Foreign Investments............ Other Investment Techniques and Opportunities.......... Portfolio Turnover......... Valuation of Assets........ Management................. CREF Overseers, Trustees and Officers Compensation of CREF Trustees............... 51 Investment Advisory and Related Services......... Custody of Portfolio..... Auditors................. Brokerage Allocation....... Performance Information.... Total Return Information for the Accounts....... Yield Information for the Bond Market and Inflation-Linked Bond Accounts............... Yield Information for the Money Market Account Inflation-Adjusted Return and Yield Information for for the Inflation-Linked Bond Account........... Performance Comparisons Illustrating Compounding, Tax Deferral and Expense Deductions..... Accumulation Unit Values .. Annuity Payments........... Death Benefits............. Periodic Reports........... Voting Rights.............. General Matters............ State Regulation........... Legal Matters.............. Experts.................... Considerations Concerning CREF's New Accounts and Options.............. Additional Information..... Financial Statements....... 52 [INSIDE BACK COVER] HOW TO REACH US OUR ADDRESS CREF 730 Third Avenue New York, New York 10017-3206 Send all notices, forms, requests, or payments to this address only. INTERNET www.tiaa-cref.org 24 HOURS A DAY/SEVEN DAYS A WEEK Obtain general information about TIAA-CREF, use Inter/ACT to view personal account information, reallocate premiums and transfer funds among TIAA and CREF investments options, or to ask us questions. AUTOMATED TELEPHONE SERVICE 800 842-2252 24 HOURS A DAY/SEVEN DAYS A WEEK Change your allocation; transfer accumulations; get your accumulation unit values; get TIAA and CREF performance; confirm last premium paid. TELEPHONE COUNSELING CENTER 800 842-2776 8 A.M. TO 11 P.M. ET MONDAY-FRIDAY Speak to a consultant about: retirement savings and planning; quarterly and annuity benefits reports; receiving annuity payments and annuity options; tax reports. IRA ENROLLMENT HOTLINE 800 842-2888 Speak with a service representative about IRAs. 53 INDIVIDUAL, GROUP, AND TAX-DEFERRED VARIABLE ANNUITIES ISSUED BY COLLEGE RETIREMENT EQUITIES FUND STATEMENT OF ADDITIONAL INFORMATION May 1, 1999 The current prospectus dated May 1, 1999 (the "Prospectus") with respect to the Variable Annuity Certificates is available without charge upon written or oral request to: College Retirement Equities Fund, 730 Third Avenue, New York, New York 10017, Attention: Central Services; telephone 1 800 842-2733, extension 5509. Terms used in the Prospectus are incorporated in this Statement. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROS PECTUS AND SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CERTIFICATES DATED MAY 1, 1999. TABLE OF CONTENTS LOCATION OF PAGE IN THE ADDITIONAL STATEMENT OF INFORMATION IN ADDITIONAL PROSPECTUS, IF ITEM INFORMATION APPLICABLE ---- ----------- ---------- CREF and its Operations Investment Restrictions............. Description of Corporate Bond Ratings............. Description of Fixed-Income Instruments.............. Investment Policies and Risk Considerations...... Options and Futures...... Firm Commitment Agreements and Purchase of "When Issued" Securities..... Pass-Through Securities.. Lending of Securities.... Repurchase Agreements Currency Transactions.... Swap Transactions........ Segregated Accounts...... Special Considerations Affecting Foreign Investments............ Other Investment Techniques and Opportunities.......... Portfolio Turnover......... Valuation of Assets........ Management................. CREF Overseers, Trustees and Officers.. Compensation of CREF Trustees............... Investment Advisory and Related Services......... Custody of Portfolio..... Auditors................. Brokerage Allocation....... Performance Information.... Total Return Information for the Accounts....... Yield Information for B-2 the Bond Market and Inflation-Linked Bond Accounts............... Yield Information for the Money Market Account Inflation-Adjusted Return and Yield Information for for the Inflation-Linked Bond Account........... Performance Comparisons.. Illustrating Compounding, Tax Deferral and Expense Deductions..... Accumulation Unit Values .. Annuity Payments........... Death Benefits............. Periodic Reports........... Voting Rights.............. General Matters............ State Regulation........... Legal Matters.............. Experts.................... Considerations Concerning CREF's New Accounts and Options.............. Additional Information..... Financial Statements....... B-3 CREF AND ITS OPERATIONS CREF is unlike most other companies that offer variable annuities. Usually variable annuities are issued by insurance companies through segregated asset accounts called "separate accounts." The insurance company performs administration and other services for the separate account and, for a fee, assumes certain mortality and expense risks. In contrast, CREF is legally independent from TIAA. Investment advisory, distribution, and administrative services are provided for CREF under agreements with two nonprofit subsidiaries of TIAA. A separate account of TIAA also issues a variable annuity that accepts after-tax dollars. CREF is an "open-end" diversified management investment company which issues variable annuity certificates to residents of all fifty states, the District of Columbia, Puerto Rico, U.S. territories, and foreign countries. CREF is registered with the SEC under the Investment Company Act of 1940, as amended (the 1940 Act), although registration doesn't entail SEC supervision of our management and investment practices. CREF is also subject to the Not-For-Profit Corporation Law of New York State and to regulation of the New York State Insurance Department and insurance departments in several other jurisdictions. INVESTMENT RESTRICTIONS Pursuant to CREF's Charter, none of the Accounts will invest in any common stocks or shares of any corporation, joint stock association, or business trust an amount in excess of such percentage, not to exceed 10% (except with the approval of the New York State Insurance Department), of voting shares of such institution which would cause any such institution to be controlled by, or become a subsidiary of, CREF, as defined in the Insurance Law, although this restriction will not apply to investment in an entity formed or acquired by CREF for a lawful business purpose. This restriction cannot be changed without an amendment to the Charter. (The Charter may be amended only by the action of CREF's Overseers and only if the New York State Superintendent of Insurance certifies the amendment as lawful and equitable.) The following restrictions, not set forth in CREF's Charter, are fundamental policies with respect to the Accounts and may not be changed without the approval of a majority of the outstanding voting securities, as that term is defined under the 1940 Act, in the affected Account: 1. None of the Accounts will issue senior securities (the B-4 issuance and sales of options and futures not being considered the issuance of senior securities); 2. Neither the Stock nor the Money Market Account will make short sales, except when the Account has, by reason of ownership of other securities, the right to obtain securities of equivalent kind and amount that will be held so long as the Account is in a short position; 3. The Stock, Global Equities, Bond Market, Social Choice, and Money Market Accounts, will not borrow money, except: (a) they may purchase securities on margin, as described in restriction 12 below; and (b) from banks as a temporary measure for extraordinary or emergency purposes, and then only in amounts not in excess of 10% of the value of the Account's total assets, taken at market value at the time of borrowing. The Growth, Equity Index, and Inflation-Linked Bond Accounts will not borrow money, except: (a) they may purchase securities on margin, as described in restriction 12 below; and (b) (i) from banks only in amounts not in excess of 33 1/3% of the Account's total assets taken at market value at the time of borrowing, or (ii) for temporary purposes in an amount not exceeding 5% of the Account's total assets taken at market value at the time of borrowing. Money may be temporarily obtained through bank borrowing, rather than through the sale of portfolio securities, when such borrowing appears more attractive for an Account; nevertheless, any bank borrowings by an Account may, depending on market conditions, affect investment returns; 4. None of the Accounts will underwrite the securities of other companies, except as it may be deemed to do so in a sale of restricted portfolio securities; 5. None of the Accounts will, with respect to at least 75% of the value of its total assets, invest more than 5% of its total assets in the securities of any one issuer (including repurchase agreements with any one primary dealer) other than securities issued or guaranteed by the United States Government, or its agencies or instrumentalities; 6. None of the Accounts will, with respect to at least 75% of the value of its total assets, purchase more than 10% of the outstanding voting securities of an issuer, except that such restriction shall not apply to securities issued or guaranteed by the United States Government, its agencies or instrumentalities; 7. None of the Accounts will make an investment in an B-5 industry if after giving effect to that investment the Account's holding in that industry would exceed 25% of the Account's total assets--this restriction, however, does not apply to investments in obligations issued or guaranteed by the United States Government, its agencies or instrumentalities, and, with respect to the Money Market Account, to certificates of deposit, or securities issued or guaranteed by domestic banks and branches of domestic banks and savings and loan associations and savings banks; utilities will be divided according to their services (so that, for example, gas distribution and transmission, electric, and telephone each will be considered a separate industry); 8. Neither the Stock, the Global Equities, the Growth, the Equity Index, nor the Money Market Accounts will purchase real estate or mortgages directly, although the Bond Market, Inflation-Linked Bond and Social Choice Accounts may purchase or hold real estate or mortgages directly, subject to investment restriction 14 on page B- (relating to illiquid investments); the Stock, Global Equities, Growth and Social Choice Accounts may, however, buy shares of real estate investment trusts listed on stock exchanges or reported on the NASDAQ system, and the Accounts may buy pass-through mortgage securities and securities collateralized by mortgages; 9. None of the Accounts will purchase commodities or commodities contracts, except to the extent futures are purchased as described herein; 10. None of the Accounts will invest more than 5% of its total assets in the securities of any one investment company; an Account may not own more than 3% of an investment company's outstanding voting securities, and total holdings of investment company securities may not exceed 10% of the value of an Account's total assets (the SEC staff takes the position that although certain issuers of collateralized mortgage obligations may be investment companies, an Account's ability to acquire collateralized mortgage obligations of such issuers would not be subject to these restrictions); 11. None of the Accounts will make loans, except: (a) that the Stock and Money Market Accounts may make loans of portfolio securities (not exceeding 20% of the value of their total assets), and the Global Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond, and Social Choice Accounts may make loans of portfolio securities not exceeding 33 1/3% of the value of their total assets, which are collateralized by either cash, United States Government securities, or other means permitted by applicable law, B-6 equal to at least 102% of the market value of the loaned securities, or such lesser percentage as may be permitted by the New York State Insurance Department (not to fall below 100% of the market value of the loaned securities), as reviewed daily; (b) loans through entry into repurchase agreements (the purchase of publicly-traded debt obligations not being considered the making of a loan); (c) to the extent authorized under the certificates, loans to Participants in amounts not greater than the value of their accumulations, to the extent permitted by law; (d) privately-placed debt securities may be purchased; or (e) participation interests in loans, and similar investments, may be purchased; 12. None of the Accounts will purchase any security on margin (except that an Account may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities); 13. Neither the Stock nor the Money Market Account will purchase or sell options or futures except those listed on a domestic or foreign securities, options or commodities exchange; however, the Global Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond and Social Choice Accounts may purchase or sell options or futures which are not listed on an exchange; or 14. None of the Accounts will invest more than 10% of its total assets in repurchase agreements maturing in more than seven days, and other illiquid investments, except that the Global Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond, or Social Choice Accounts may invest to a greater extent in such investments if, and to the extent, permitted by law. If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit resulting from a change of values in portfolio securities will not be considered a violation. DESCRIPTION OF CORPORATE BOND RATINGS DESCRIPTION OF CORPORATE BOND RATINGS OF MOODY'S INVESTORS SERVICE, INC.: Aaa-Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most B-7 unlikely to impair the fundamentally strong position of such issues. Aa-Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risks appear somewhat larger than in Aaa securities. A-Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future. Baa-Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba-Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B-Bonds which are rated B generally lack characteristics of desirable investments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa-Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca-Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C-Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. Moody's applies numerical modifiers 1, 2 and 3 in each generic B-8 rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. DESCRIPTION OF CORPORATE BOND RATINGS OF STANDARD & POOR'S RATINGS GROUP: AAA-Debt rated 'AAA' has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is very strong. AA-Debt rated 'AA' has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small degree. A-Debt rated 'A' has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB-Debt rated 'BBB' is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB-B-CCC-CC-C-Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. 'BB' indicates the least degree of speculation and 'C' the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions. BB-Debt rated 'BB' has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The 'BB' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'BBB-' rating. B-Debt rated 'B' has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The 'B' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-' rating. B-9 CCC-Debt rated 'CCC' has currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The 'CCC' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'B' or 'B-' rating. CC-The rating 'CC' typically is applied to debt subordinated to senior debt that is assigned an actual or implied 'CCC' rating. C-The rating 'C' typically is applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued. CI-The rating 'CI' is reserved for income bonds on which no interest is being paid. D-Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized. Plus (+) or Minus (--): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. Generally, investment-grade debt securities are those rated 'Baa3' or higher by Moody's or 'BBB--' or higher by Standard & Poor's. DESCRIPTION OF FIXED-INCOME INSTRUMENTS U.S. GOVERNMENT OBLIGATIONS. Securities issued or guaranteed as to principal and interest by the United States Government include a variety of Treasury securities, which differ in their interest rates, maturities and times of issuance. Treasury bills have a maturity of one year or less; Treasury notes have maturities of one to ten years; and Treasury bonds can be issued with any maturity period but generally have a maturity of greater than ten years. Agencies of the United States Government which issue or guarantee obligations include, among others, the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Government National Mortgage Association, Maritime Administration, Small Business Administration and The B-10 Tennessee Valley Authority. Obligations of instrumentalities of the United States Government include securities issued or guaranteed by, among others, banks of the Farm Credit System, the Federal National Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Intermediate Credit Banks, Federal Land Banks, Banks for Cooperatives, and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Treasury; others are supported by the right of the issuer to borrow from the Treasury, while still others are supported only by the credit of the instrumentality. CERTIFICATES OF DEPOSIT. Certificates of deposit are generally short-term, interest-bearing negotiable certificates issued by banks or savings and loan associations and savings banks against funds deposited in the issuing institution. TIME DEPOSITS. Time deposits are deposits in a bank or other financial institution for a specified period of time at a fixed interest rate for which a negotiable certificate is not received. Certain time deposits may be considered illiquid. BANKERS' ACCEPTANCES. A bankers' acceptance is a draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer or storage of goods). The borrower is liable for payment as well as the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of six months or less and are traded in secondary markets prior to maturity. COMMERCIAL PAPER. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually sold on a discount basis and has a maturity at the time of issuance not exceeding 270 days. VARIABLE RATE, FLOATING RATE, OR VARIABLE AMOUNT SECURITIES. Variable rate, floating rate, or variable amount securities are short-term unsecured promissory notes issued by corporations to finance short-term credit needs. These are interest-bearing notes on which the interest rate generally fluctuates on a scheduled basis. CORPORATE DEBT SECURITIES. Debt issued by a corporation that pays interest and principal to the holders at specified times. ASSET-BACKED SECURITIES. Asset-backed securities are securities which represent an undivided fractional interest in a trust whose assets generally consist of mortgages, motor vehicle retail installment sales contracts, or other consumer-based loans. B-11 PARTICIPATION INTERESTS IN LOANS. A participation interest in a loan entitles the purchaser to receive a portion of principal and interest payments due on a commercial loan extended by a bank to a specified company. The purchaser of such an interest has no recourse against the bank if payments of principal and interest are not made by the borrower and generally relies on the bank to administer and enforce the loan's terms. INTERNATIONAL ORGANIZATION OBLIGATIONS. International organization obligations include obligations of those organizations designated or supported by U.S. or foreign government agencies to promote economic reconstruction and development or international banking, and related government agencies. Examples include the International Bank for Reconstruction and Development (the World Bank), the European Coal and Steel Community, the Asian Development Bank, and the InterAmerican Development Bank. INFLATION-INDEXED SECURITIES. Fixed-income instruments of varying structures and maturities whose returns are designed to track a specified inflation index over the life of the instrument, by periodically adjusting the principal and/or interest paid on the instrument to reflect changes in the specified inflation index. B-12 INVESTMENT POLICIES AND RISK CONSIDERATIONS OPTIONS AND FUTURES The Accounts may engage in options and futures strategies to the extent permitted by the New York State Insurance Department and subject to SEC and Commodity Futures Trading Commission ("CFTC") requirements. It is not the intention of the Accounts to use options and futures strategies in a speculative manner but rather to use them primarily as hedging techniques or for cash management purposes. OPTIONS. Option-related activities could include (1) the sale of covered call option contracts, and the purchase of call option contracts for the purpose of a closing purchase transaction; (2) the buying of covered put option contracts, and the selling of put option contracts to close out a position acquired through the purchase of such options; and (3) the selling of call option contracts or the buying of put option contracts on groups of securities and on futures on groups of securities and the buying of similar call option contracts or the selling of put option contracts to close out a position acquired through a sale of such options. This list of options-related activities is not intended to be exclusive, and an Account may engage in other types of options transactions consistent with its investment objective and policies and applicable law. A call option is a short-term contract (generally having a duration of nine months or less) which gives the purchaser of the option the right to purchase the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the call option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. As the seller of a call option, an Account has the obligation, upon the exercise of the option by the purchaser, to sell the underlying security at the exercise price at any time during the option period. The selling of a call option benefits an Account if over the option period the underlying security declines in value or does not appreciate above the aggregate of the exercise price and the premium. However, the Account risks an "opportunity loss" of profits if the underlying security appreciates above the aggregate value of the exercise price and the premium. An Account may close out a position acquired through selling a call option by buying a call option on the same security with the same exercise price and expiration date as the call option which it had previously sold on that security. Depending on the premium for the call option purchased by the Account, the Account will realize a profit or loss on the transaction. A put option B-13 is a similar short-term contract that gives the purchaser of the option the right to sell the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the put option an Account, as purchaser, pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a put option has the obligation, upon the exercise of the option by an Account, to purchase the underlying security at the exercise price at any time during the option period. The buying of a covered put contract limits the downside exposure for the investment in the underlying security to the combination of the exercise price less the premium paid. The risk of purchasing a put is that the market price of the underlying stock prevailing on the expiration date may be above the option's exercise price. In that case the option would expire worthless and the entire premium would be lost. An Account may close out a position acquired through buying a put option by selling a put option on the same security with the same exercise price and expiration date as the put option which it had previously bought on the security. Depending on the premium of the put option sold by the Account, the Account would realize a profit or loss on the transaction. In addition to options (both calls and puts) on individual securities, there are also options on groups of securities, such as the Standard & Poor's 100 Index traded on the Chicago Board Options Exchange. There are also options on the futures of groups of securities such as the Standard & Poor's 500 Stock Index and the New York Stock Exchange Composite Index. The selling of such calls can be used in anticipation of, or in, a general market or market sector decline that may adversely affect the market value of an Account's portfolio of securities. To the extent that an Account's portfolio of securities changes in value in correlation with a given stock index, the sale of call options on the futures of that index would substantially reduce the risk to the portfolio of a market decline, and, by so doing, provides an alternative to the liquidation of securities positions in the portfolio with resultant transaction costs. A risk in all options, particularly the relatively new options on groups of securities and on the futures on groups of securities, is a possible lack of liquidity. This will be a major consideration before an Account deals in any option. There is another risk in connection with selling a call option on a group of securities or on the futures of groups of securities. This arises because of the imperfect correlation between movements in the price of the call option on a particular group of securities and the price of the underlying securities held in the portfolio. Unlike a covered call on an individual security, where a large movement on the upside for the call option will be B-14 offset by a similar move on the underlying stock, a move in the price of a call option on a group of securities may not be offset by a similar move in the price of securities held due to the difference in the composition of the particular group and the portfolio itself. FUTURES. To the extent permitted by applicable regulatory authorities, an Account may purchase and sell futures contracts on securities or other instruments, or on groups or indexes of securities or other instruments. The purpose of hedging techniques using financial futures is to protect the principal value of an Account against adverse changes in the market value of securities or instruments in its portfolio, and to obtain better returns on future investments than actually may be available at the future time. Since these are hedging techniques, the gains or losses on the futures contract normally will be offset by losses or gains respectively on the hedged investment. Futures contracts also may be offset prior to the future date by executing an opposite futures contract transaction. A futures contract on an investment is a binding contractual commitment which, if held to maturity, will result in an obligation to make or accept delivery, during a particular future month, of the securities or instrument underlying the contract. By purchasing a futures contract--assuming a "long" position--an Account legally will obligate itself to accept the future delivery of the underlying security or instrument and pay the agreed price. By selling a futures contract assuming a "short" position it legally will obligate itself to make the future delivery of the security or instrument against payment of the agreed price. Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures positions taken by an Account usually will be liquidated in this manner, an Account may instead make or take delivery of the underlying securities or instruments whenever it appears economically advantageous to the Account to do so. A clearing corporation associated with the exchange on which futures are traded assumes responsibility for closing-out positions and guarantees that the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract. A stock index futures contract, unlike a contract on a specific security, does not provide for the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract's expiration date, a final cash settlement occurs and the futures B-15 positions simply are closed out. Changes in the market value of a particular stock index futures contract reflect changes in the specified index of equity securities on which the future is based. Stock index futures may be used to hedge the equity investments of the Stock, Global Equities, Growth, Equity Index, or Social Choice Accounts with regard to market (systematic) risk (involving the market's assessment of overall economic prospects), as distinguished from stock-specific risk (involving the market's evaluation of the merits of the issuer of a particular security). By establishing an appropriate "short" position in stock index futures, the Stock, Global Equities, Growth, Equity Index or Social Choice Account may seek to protect the value of its securities portfolio against an overall decline in the market for equity securities. Alternatively, in anticipation of a generally rising market, these Accounts can seek to avoid losing the benefit of apparently low current prices by establishing a "long" position in stock index futures and later liquidating that position as particular equity securities are in fact acquired. To the extent that these hedging strategies are successful, these Accounts will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio equity securities, than would otherwise be the case. Unlike the purchase or sale of a security, no price is paid or received by an Account upon the purchase or sale of a futures contract. Initially, the Account will be required to deposit in a custodial account an amount of cash, United States Treasury securities, or other permissible assets equal to approximately 5% of the contract amount. This amount is known as "initial margin." The nature of initial margin in futures transactions is different from that of margin in security transactions in that futures contract margin does not involve the borrowing of funds by the customer to finance the transactions. Rather, the initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Account upon termination of the futures contract assuming all contractual obligations have been satisfied. Subsequent payments to and from the broker, called variation margin, will be made on a daily basis as the price of the underlying stock index fluctuates making the long and short positions in the futures contract more or less valuable, a process known as "marking to the market." For example, when the Stock Account has purchased a stock index futures contract and the price of the underlying stock index has risen, that position will have increased in value, and the Account will receive from the broker a variation margin payment equal to that increase in value. Conversely, where the Stock Account has purchased a stock index futures contract and the price of the underlying stock index has declined, the position would be less valuable and the Stock Account would be required to B-16 make a variation margin payment to the broker. At any time prior to expiration of the futures contract, the Account may elect to close the position by taking an opposite position which will operate to terminate the Account's position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Stock Account, and the Account realizes a loss or a gain. All margin payments will be made to a custodian in the broker's name. The risks inherent in the purchase or sale of stock index futures are, in a general sense, similar to the risks inherent in the purchase or sale of bond index futures. A bond index assigns relative values to the bonds included in the index. The index fluctuates with changes in the market values of those bonds included, and the parties to the bond index futures contract agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of the last trading day of the contract and the price at which the index future was originally written. No physical delivery of the underlying bonds in the index is made. There are several risks in connection with the use by an Account of a futures contract as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the securities or instruments which are the subject of the hedge. CREF will attempt to reduce this risk by engaging in futures transactions, to the extent possible, where, in its judgment, there is a significant correlation between changes in the prices of the futures contracts and the prices of an Account's portfolio securities or instruments sought to be hedged. Successful use of futures contracts by an Account for hedging purposes also is subject to the user's ability to predict correctly movements in the direction of the market. For example, it is possible that, where an Account has sold futures to hedge its portfolio against declines in the market, the index on which the futures are written may advance and the values of securities or instruments held in the Account's portfolio may decline. If this occurred, the Account would lose money on the futures and also experience a decline in value in its portfolio investments. However, CREF believes that over time the value of the Account's portfolio will tend to move in the same direction as the market indices which are intended to correlate to the price movements of the portfolio securities or instruments sought to be hedged. It also is possible that, for example, if the Account has hedged against the possibility of the decline in the market adversely affecting stocks held in its portfolio and stock prices increased instead, the Account will lose part or all of the benefit of increased value of those stocks that it has hedged because it will have offsetting losses in its futures positions. In B-17 addition, in such situations, if the Account has insufficient cash, it may have to sell securities or instruments to meet daily variation margin requirements. Such sales may be, but will not necessarily be, at increased prices which reflect the rising market. The Account may have to sell securities or instruments at a time when it may be disadvantageous to do so. In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the futures contracts and the portion of the portfolio being hedged, the prices of futures contracts may not correlate perfectly with movements in the underlying security or instrument due to certain market distortions. First, all transactions in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which could distort the normal relationship between the index and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than the securities market does. Increased participation by speculators in the futures market also may cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of the imperfect correlation between movements in the futures contracts and the portion of the portfolio being hedged, even a correct forecast of general market trends by Investment Management still may not result in a successful hedging transaction over a very short time period. The Accounts may also use futures contracts and options on futures contracts to manage their cash flow more effectively. To the extent that an Account enters into non-hedging positions, it will do so only in accordance with certain CFTC exemptive provisions. Thus, pursuant to CFTC Rule 4.5, the aggregate initial margin and premiums required to establish non-hedging positions in commodity futures or commodity options contracts may not exceed five percent of the liquidation value of each Account's portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into (provided that the in-the-money amount of an option that is in-the-money when purchased may be excluded in computing such five percent). Options and futures transactions may increase an Account's transaction costs and portfolio turnover rate and will be initiated only when consistent with its investment objectives. B-18 FIRM COMMITMENT AGREEMENTS AND PURCHASE OF "WHEN ISSUED" SECURITIES The Accounts may enter into firm commitment agreements for the purchase of securities on a specified future date. Thus, the Accounts may purchase, for example, new issues of fixed-income instruments on a "when issued" basis, whereby the payment obligation, or yield to maturity, or coupon rate on the instruments may not be fixed at the time of the transaction. In addition, the Accounts may invest in asset-backed securities on a delayed delivery basis. This reduces the Accounts' risk of early repayment of principal, but exposes the Accounts to some additional risk that the transaction will not be consummated. When the Accounts enter into firm commitment agreements, liability for the purchase price and the rights and risks of ownership of the securities accrue to the Accounts at the time they become obligated to purchase such securities, although delivery and payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of the agreement would be to obligate the Accounts to purchase the security at a price above the current market price on the date of delivery and payment. During the time the Accounts are obligated to purchase such securities they will be required to segregate assets (see "Segregated Accounts," page ). PASS-THROUGH SECURITIES The Accounts may invest in mortgage pass-through securities such as GNMA certificates or FNMA and FHLMC mortgage-backed obligations, or modified pass-through securities such as collateralized mortgage obligations issued by various financial institutions. In connection with these investments, early repayment of principal arising from prepayments of principal on the underlying mortgage loans due to the sale of the underlying property, the refinancing of the loan, or foreclosure may expose the Account to a lower rate of return upon reinvestment of the principal. Prepayment rates vary widely and may be affected by changes in market interest rates. In periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of the mortgage-related security. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the mortgage-related security. Accordingly, it is not possible to accurately predict the average life of a particular pool. Reinvestment of prepayments may occur at higher or lower rates than the original yield on the certificates. Therefore, the actual maturity and realized yield on pass-through or modified pass-through mortgage-related securities will vary based upon the prepayment experience of the underlying pool of mortgages. For purposes of calculating the average life of the assets of the relevant Account, the maturity of each of these securities will be the average life of such securities based on B-19 the most recent or estimated annual prepayment rate. LENDING OF SECURITIES Subject to investment restriction 11(a) on page B- (relating to loans of portfolio securities), an Account may lend its securities to brokers and dealers that are not affiliated with CREF, are registered with the Commission and are members of the NASD, and also to certain other financial institutions. All loans will be fully collateralized. In connection with the lending of its securities, an Account will receive as collateral cash, securities issued or guaranteed by the United States Government (i.e., Treasury securities), or other collateral permitted by applicable law, which at all times while the loan is outstanding will be maintained in amounts equal to at least 102% of the current market value of the loaned securities, or such lesser percentage as may be permitted by the New York State Insurance Department (not to fall below 100% of the market value of the loaned securities), as reviewed daily. The Account lending its securities will receive amounts equal to the interest or dividends paid on the securities loaned and in addition will expect to receive a portion of the income generated by the short-term investment of cash received as collateral or, alternatively, where securities or a letter of credit are used as collateral, a lending fee paid directly to the Account by the borrower of the securities. Such loans will be terminable by the Account at any time and will not be made to affiliates of CREF. CREF may terminate a loan of securities in order to regain record ownership of, and to exercise beneficial rights related to, the loaned securities, including but not necessarily limited to voting or subscription rights, and may, in the exercise of its fiduciary duties, terminate a loan in the event that a vote of holders of those securities is required on a material matter. An Account may pay reasonable fees to persons unaffiliated with the Account for services or for arranging such loans. Loans of securities will be made only to firms deemed creditworthy. As with any extension of credit, however, there are risks of delay in recovering the loaned securities, should the borrower of securities default, become the subject of bankruptcy proceedings, or otherwise be unable to fulfill its obligations or fail financially. REPURCHASE AGREEMENTS Repurchase agreements have the characteristics of loans by an Account, and will be fully collateralized (either with physical securities or evidence of book entry transfer to the account of the custodian bank) at all times. During the term of the repurchase agreement the Account retains the security subject to the repurchase agreement as collateral securing the seller's repurchase obligation, continually monitors the market value of the security subject to the agreement, and requires the Account's B-20 seller to deposit with the Account additional collateral equal to any amount by which the market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement. The Accounts will enter into repurchase agreements only with member banks of the Federal Reserve System, and with primary dealers in United States Government securities or their wholly-owned subsidiaries whose creditworthiness has been reviewed and found satisfactory by CREF and who have, therefore, been determined to present minimal credit risk. Securities underlying repurchase agreements will be limited to certificates of deposit, commercial paper, bankers' acceptances, or obligations issued or guaranteed by the United States Government or its agencies or instrumentalities, in which the Account may otherwise invest. If a seller of a repurchase agreement defaults and does not repurchase the security subject to the agreement, the Account would look to the collateral security underlying the seller's repurchase agreement, including the securities subject to the repurchase agreement, for satisfaction of the seller's obligation to the Account; in such event the Account might incur disposition costs in liquidating the collateral and might suffer a loss if the value of the collateral declines. In addition, if bankruptcy proceedings are instituted against a seller of a repurchase agreement, realization upon the collateral may be delayed or limited. CURRENCY TRANSACTIONS The value of the Accounts' assets as measured in United States dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Accounts may incur costs in connection with conversions between various currencies. To minimize the impact of such factors on net asset values, the Accounts may engage in foreign currency transactions in connection with their investments in foreign securities. These transactions may also let us "lock in" exchange rates when buying or selling foreign securities. The Accounts will not speculate in foreign currency exchange, and will enter into foreign currency transactions only to "hedge" the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also may limit any potential gain which might result should the value of such currency increase. The Accounts will conduct their currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward currency contract B-21 involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. By entering into a forward contract for the purchase or sale of foreign currency involved in an underlying security transaction, the Account is able to protect itself against possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as "transaction hedging." In addition, when it appears that a particular foreign currency may suffer a substantial decline against the U.S. dollar, an Account may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as "portfolio hedging." Similarly, when it appears that the U.S. dollar may suffer a substantial decline against a foreign currency, an Account may enter into a forward contract to buy that foreign currency for a fixed dollar amount. The Accounts may also hedge their foreign currency exchange rate risk by engaging in currency financial futures, options and "cross-hedge" transactions. In "cross-hedge" transactions, an Account holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that generally tracks the currency being hedged with regard to price movements). Such cross-hedges are expected to help protect an Account against an increase or decrease in the value of the U.S. dollar against certain foreign currencies. The Accounts may hold a portion of their respective assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. The forecasting of short-term currency market movement is extremely difficult and whether a short-term hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, an Account may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its predictions regarding the B-22 movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave an Account in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that CREF will have flexibility to roll-over the foreign currency forward contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its obligations thereunder. There is no express limitation on the percentage of an Account's assets that may be committed to foreign currency exchange contracts. The Accounts will not enter into foreign currency forward contracts or maintain a net exposure in such contracts where the Account would be obligated to deliver an amount of foreign currency in excess of the value of the Account's portfolio securities or other assets denominated in that currency or, in the case of a cross-hedge transaction, denominated in a currency or currencies that the Account's investment adviser believes will correlate closely to the currency's price movements. The Accounts generally will not enter into forward contracts with terms longer than one year. SWAP TRANSACTIONS The Accounts may, to the extent permitted by the New York State Insurance Department and the SEC, enter into privately negotiated "swap" transactions with other financial institutions in order to take advantage of investment opportunities generally not available in public markets. In general, these transactions involve "swapping" a return based on certain securities, instruments, or financial indices with another party, such as a commercial bank, in exchange for a return based on different securities, instruments, or financial indices. By entering into swap transactions, an Account may be able to protect the value of a portion of its portfolio against declines in market value. An Account may also enter into swap transactions to facilitate implementation of allocation strategies between different market segments or countries or to take advantage of market opportunities which may arise from time to time. An Account may be able to enhance its overall performance if the return offered by the other party to the swap transaction exceeds the return swapped by the Account. However, there can be no assurance that the return an Account receives from the counterparty to the swap transaction will exceed the return it swaps to that party. While an Account will only enter into swap transactions with counterparties it considers creditworthy (and will monitor the creditworthiness of parties with which it enters into swap transactions), a risk inherent in swap transactions is that the B-23 other party to the transaction may default on its obligations under the swap agreement. If the other party to the swap transaction defaults on its obligations, CREF would be limited to contractual remedies under the swap agreement. There can be no assurance that CREF will succeed when pursuing its contractual remedies. To minimize an Account's exposure in the event of default, the Accounts will usually enter into swap transactions on a net basis (i.e., the parties to the transaction will net the payments payable to each other before such payments are made). When an Account enters into swap transactions on a net basis, the net amount of the excess, if any, of the Account's obligations over its entitlements with respect to each such swap agreement will be accrued on a daily basis and an amount of liquid assets having an aggregate market value at least equal to the accrued excess will be segregated by the Account's custodian. To the extent an Account enters into swap transactions other than on a net basis, the amount segregated will be the full amount of the Account's obligations, if any, with respect to each such swap agreement, accrued on a daily basis. (See "Segregated Accounts" below.) Swap agreements are considered to be illiquid by the SEC staff and will be subject to the limitations on illiquid investments described on page B- . To the extent that there is an imperfect correlation between the return an Account is obligated to swap and the securities or instruments representing such return, the value of the swap transaction may be adversely affected. An Account therefore will not enter into a swap transaction unless it owns or has the right to acquire the securities or instruments representative of the return it is obligated to swap with the counterparty to the swap transaction. It is not the intention of the Accounts to engage in swap transactions in a speculative manner but rather primarily to hedge or manage the risks associated with assets held in, or to facilitate the implementation of portfolio strategies of purchasing and selling assets for, an Account's portfolio. SEGREGATED ACCOUNTS In connection with when-issued securities, firm commitment agreements, forward purchases of foreign currencies and certain other transactions in which CREF incurs an obligation to make payments in the future, CREF may be required to segregate assets with its custodian bank in amounts sufficient to settle the transaction. To the extent required, such segregated assets will consist of liquid assets such as cash, United States Government securities or other appropriate high grade debt obligations as may be permitted by law. B-24 SPECIAL CONSIDERATIONS AFFECTING FOREIGN INVESTMENTS As described more fully in the Prospectus, certain CREF Accounts may invest in foreign securities including those in emerging markets. In addition to the general risk factors discussed in the Prospectus, there are a number of country- or region-specific risks and other considerations that may affect these investments. INVESTMENT IN EUROPE The total European market (consisting of the European Union, the European Free Trade Association and Eastern European countries) contains over 450 million consumers, a market larger than either the United States or Japan. European business compete both intra-regionally and globally in a wide range of industries, and recent political and economic changes throughout Europe are likely further to expand the role of Europe in the global economy. As a result, a great deal of interest and activity has been generated aimed at understanding and benefiting from the "new" Europe that may result. The incipient aspects of major developments in Europe as well as other considerations means that there can be no guarantee that outcomes will be as anticipated or will have results that investors would regard as favorable. THE EUROPEAN UNION. The European Union ("EU") consists of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden, and the United Kingdom (the "EU Nations"), with a total population exceeding 370 million. The EU Nations have undertaken to establish, among themselves, a single market that is largely free of internal barriers and hindrances to the free movement of goods, persons, services and capital. Although it is difficult to predict when this goal will be fully realized, macro and micro-economic adjustments already in train are indicative of significant increases in efficiency and the ability of the EU Nations to compete globally by simplifying product distribution networks, promoting economies of scale, and increasing labor mobility, among other effects. The establishment of the eleven country European Monetary Union, a subset of the European Union countries, with its own central bank, the European Central Bank; and its own currency, the Euro; and a single interest rate structure represents a new economic entity, the Euro-area. While authority for monetary policy thus shifts from national hands to an independent supranational body, sovereignty elsewhere remains at the national level. Uncertainties with regard to balancing of monetary policy against national fiscal and other political issues and their extensive ramifications represent important risk considerations for investors in these countries. B-25 INVESTMENT IN THE PACIFIC BASIN The economies of the Pacific Basin vary widely in their stages of economic development. Some (such as Japan, Australia, Singapore, and Hong Kong) are considered advanced by Western standards; others (such as Thailand, Indonesia, and Malaysia are considered "emerging" -- rapidly shifting from natural resource and agriculture based systems to more technologically advanced systems oriented toward manufacturing and services. The major reform of China's economy and polity continues to be an important stimulus to economic growth internally, and, through trade, across the region. Intra-regional trade has become increasingly important to a number of these economies. Japan, the second largest economy in the world, is the dominant economy in the Pacific Basin, with one of the highest per capita incomes in the world. Its extensive trade relationships also contribute to expectations for regional and global economic growth. Economic growth has historically been relatively strong in the region, but recent economic turmoil among the emerging economies, and unmitigated recessionary impulses in Japan in the recent past have raised important questions with regard to prospective longer-term outcomes. Potential policy miscalculations or other events could pose important risks to equity investors in any of these economies. INVESTMENT IN CANADA Canada, a country rich in natural resources and a leading industrial country of the world, is by far the most important trading partner of the United States. The U.S. and Canada have entered into the U.S.-Canada Free Trade Agreement which, over a 10-year period from 1989, will remove trade barriers affecting all important sectors of each country's economy. In addition, the U.S., Canada, and Mexico have established the North American Free Trade Agreement ("NAFTA"), which is expected to significantly benefit the economies of each of the countries through the more rational allocation of resources and production over the region. Uncertainty regarding the longer - run political structure of Canada is an added risk to investors, along with weak commodity prices. INVESTMENT IN LATIN AMERICA Latin America (including Mexico and Central America) has a population of approximately 455 million and is rich in natural resources. Important gains in the manufacturing sector have developed in several of the major countries in the region. A number of countries in the region have taken steps to reduce impediments to trade, most notably through the NAFTA agreement, between the U.S., Canada and Mexico and the Mercosur agreement between Argentina, Brazil, Paraguay and Uruguay, with Chile as an associate member. Restrictions on international capital B-26 flows, intermittent problems with capital flight, and some potential difficulties in the repayment of external debt, however, remain important concerns in the region -- exacerbating the risks in these equity markets. As a result Latin American equity markets have been extremely volatile. Efforts to restructure these economies through privatization, and fiscal and monetary reform have been met with some success with gains in output growth, and slowing rates of inflation. These efforts may result in attractive investment opportunities. However, recent events have shown that large shifts in sentiment in markets elsewhere on the globe may very quickly reverberate among these markets, adding greater risk to already volatile markets. There can be no assurance that attempted reforms will ultimately be successful or will bring about results investors would regard as favorable. OTHER REGIONS There are developments in other regions and countries around the world which could lead to additional investment opportunities. CREF will monitor these developments and may invest when appropriate. The Stock Account already invests in other regions. OTHER INVESTMENT TECHNIQUES AND OPPORTUNITIES CREF has been an industry leader in devising investment strategies for retirement investing, including developing sophisticated research methods and dividing a portfolio into segments, some designed to track the U.S. markets as a whole and others that are actively managed and selected for their investment potential. The Accounts may take certain actions with respect to merger proposals, tender offers, conversion of equity-related securities and other investment opportunities with the objective of enhancing the portfolio's overall return, irrespective of how these actions may affect the weight of the particular securities in an Account's portfolio. PORTFOLIO TURNOVER The transactions engaged in by the Accounts are reflected in the Accounts' portfolio turnover rates. The rate of portfolio turnover for each Account is calculated by dividing the lesser of the amount of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Account's portfolio securities (excluding from the computation all securities, including options, with maturities at the time of acquisition of one year or less). A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Account B-27 and ultimately by the Account's Participants. However, because portfolio turnover is not a limiting factor in determining whether or not to sell portfolio securities, a particular investment may be sold at any time if investment judgment or account operations make a sale advisable. The Stock Account has no fixed policy with respect to portfolio turnover. In general, however, this Account historically has maintained a portfolio turnover rate that is low in comparison to most equity mutual funds. However, to the extent that investment experience, changing economic conditions, or the availability of transferability and cash distributions so require, this Account may, consistent with its stated investment objective and policies, experience a higher portfolio turnover rate. The Stock Account's portfolio turnover rates for 1998 and 1997 were ____% and ____%, respectively. The Global Equities Account has no fixed policy on portfolio turnover. The portfolio turnover rates for that Account for 1998 and 1997 were % and %, respectively. The Growth Account has no fixed policy on portfolio turnover. The portfolio turnover rates for that Account for 1998 and 1997 were ____% and ____%, respectively. The Equity Index Account has no fixed policy on portfolio turnover. The portfolio turnover rates for that Account for 1998 and 1997 were ____% and ____%, respectively. The Bond Market Account is expected to experience a higher portfolio turnover rate when interest rates are volatile and CREF restructures the portfolio to conserve capital or to secure higher returns. Turnover level could be relatively low during periods when interest rates are stable. The portfolio turnover rates for the Bond Market Account in 1998 and 1997 were ____% and _____%, respectively. These rates result in part from using a technique called "mortgage rolls", which involves the purchase and sale of delayed-delivery mortgage securities. The Inflation-Linked Bond Account has no fixed policy on portfolio turnover. The portfolio turnover rates for the Account in 1998 and 1997 (from May 1 to December 31) were _____% and ______%, respectively. The Social Choice Account has no fixed policy on portfolio turnover. The portfolio turnover rates for that Account in 1998 and 1997 were ____% and ____%, respectively. No portfolio turnover rate is calculated for the Money Market Account due to the short maturities of the instruments purchased. Because a higher portfolio turnover rate will increase brokerage B-28 costs to the Accounts, each Account will carefully weigh the added costs of short-term investment against the gains anticipated from such transactions. VALUATION OF ASSETS The assets of each Account are valued as of the close of each valuation day. THE STOCK ACCOUNT Investments for which market quotations are readily available are valued at the market value of such investments, which is determined as follows: Equity securities listed or traded on the New York Stock Exchange or the American Stock Exchange are valued based on their last sale price on such exchange on the date of valuation, or at the mean of the closing bid and asked prices if no sale is reported. Equity securities which are listed or traded on any other exchange are valued in a comparable manner on the principal exchange where traded. Equity securities traded in the United States over-the-counter market are valued based on the last sale price on the date of valuation for NASDAQ National Market System securities, or at the mean of the closing bid and asked prices if no sale is reported. Other U.S. over-the-counter equity securities are valued at the mean of the closing bid and asked prices. Investments traded on a foreign exchange or in foreign markets are valued at the closing values of such securities as of the date of valuation under the generally accepted valuation method in the country where traded, converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. Since the trading of investments on a foreign exchange or in foreign markets is normally completed before the end of a valuation day, such valuation does not take place contemporaneously with the determination of the valuation of certain other investments held by these Accounts. If events materially affecting the value of foreign investments (as determined in our sole discretion) occur between the time when their price is determined and the time the Account's net asset value is calculated, such investments will be valued at fair value as determined in good faith by the Finance Committee of the Board and in accordance with the responsibilities of the Board as a whole. Equity securities traded in the United States may also be B-29 valued at fair value as determined in good faith by the Finance Committee of the Board if events materially affecting the value of a domestic investment (as determined in our sole discretion) occur between the time when its price is determined and the time the Account's net asset value is calculated. To the extent the Stock Account owns debt instruments (including money market instruments), they will be valued in accordance with the procedures set forth for such instruments for the Bond Market Account (described below). THE GLOBAL EQUITIES, GROWTH AND EQUITY INDEX ACCOUNTS Equity securities for the Global Equities, Growth and Equity Index Accounts are valued in accordance with the procedures followed by the Stock Account for those securities. To the extent the Global Equities, Growth and Equity Index Accounts own debt instruments (including money market instruments), they will be valued in accordance with the procedures set forth for such instruments for the Bond Market Account (described below). THE BOND MARKET ACCOUNT For the Bond Market Account, fixed-income securities (including money market instruments) for which market quotations are readily available are valued based on the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). Values for money market instruments with maturities of one year or less will be obtained from either one or more of the major market makers or from one or more of the financial information services for the securities to be valued. For securities with maturities longer than one year, these values will be derived utilizing an independent pricing service when such prices are believed to reflect the fair value of these securities. To the extent the Bond Market Account owns any equity or foreign securities, they will be valued in accordance with the procedures followed by the Stock Account for those securities, as described on page B- . We use an independent pricing service to value securities with maturities longer than one year, except when we believe prices don't accurately reflect the security's fair value. THE INFLATION-LINKED BOND ACCOUNT For the Inflation-Linked Bond Account, debt instruments (including money market instruments) are valued in accordance with the procedures set forth for the Bond Market Account (described above). To the extent the Inflation-Linked Bond Account owns any equity or foreign securities, they will be valued in accordance with the procedures followed by the Stock B-30 Account for those securities, as described on page B- . We use an independent pricing service to value securities with maturities longer than one year, except when we believe prices don't accurately reflect the security's fair value. THE SOCIAL CHOICE ACCOUNT For the Social Choice Account, equity securities are valued in accordance with the procedures followed by the Stock Account for those securities. Those procedures are described on page B- . Debt instruments (including money market instruments) are valued in accordance with the procedures set forth for the Bond Market Account (described above). THE MONEY MARKET ACCOUNT Except as set forth above, money market instruments for which market quotations are readily available are valued based on the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality, and type) obtained from either one or more of the major market-makers or from one or more of the financial information services for the securities to be valued. Short-term money market instruments with a remaining maturity of 60 days or less are valued on an amortized cost basis; provided, however, that if the valuation determined using the amortized cost method for such securities is materially different from the actual market value, then such short-term money market instruments will be valued at market value. Under the amortized cost method of valuation, the security is initially valued at cost on the date of purchase (or, in the case of securities purchased with more than 60 days remaining to maturity, the market value on the 61st day prior to maturity), and thereafter a constant proportionate amortization in value until maturity of the discount or premium is assumed. INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE Portfolio securities or other assets for which market quotations are not readily available will be valued at fair value as determined in good faith under the direction of the Finance Committee of the Board and in accordance with the responsibilities of the Board as a whole. (see "Management," page B- . OPTIONS Portfolio investments underlying options are valued as described above. Stock options written by the Stock, Global Equities, Growth, Equity Index, and Social Choice Accounts are valued at the last quoted sale price, or at the closing bid price if no sale is reported for the day of valuation as determined on the principal exchange on which the option is traded. The value of B-31 the Stock, Global Equities, Growth, Equity Index, and Social Choice Accounts' net assets will be increased or decreased by the difference between the premiums received on writing options and the costs of liquidating such positions measured by the closing price of the options on the date of valuation. For example, when an Account writes a call option, the amount of the premium is included in the Account's assets and an equal amount is included in its liabilities. The liability thereafter is adjusted to the current market value of the call. Thus, if the current market value of the call exceeds the premium received, the excess would be unrealized depreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized appreciation. If a call expires or if the Account enters into a closing purchase transaction it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished. If a call is exercised, the Account realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale increased by the premium originally received. A premium paid on the purchase of a put will be deducted from an Account's assets and an equal amount will be included as an investment and subsequently adjusted to the current market value of the put. For example, if the current market value of the put exceeds the premium paid, the excess would be unrealized appreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized depreciation. Stock and bond index futures, and options thereon, which are traded on commodities exchanges, are valued at their last sale prices as of the close of such commodities exchanges. B-32 MANAGEMENT CREF OVERSEERS, TRUSTEES AND OFFICERS The names of the Overseers, Trustees and certain officers of CREF and information about their positions with CREF and their principal occupations during the past five years are shown below.
CREF BOARD OF OVERSEERS* AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ------------------------ --- ----------------------------------------- Lucius J. Barker 70 William Bennett Munro Professor of Department of Political Science Political Science, Stanford University. Stanford University Chairperson, Department of Political Stanford, California 94305 Science, Stanford University, from 1993 to 1996. William G. Bowen 65 President, The Andrew W. Mellon The Andrew W. Mellon Foundation Foundation. 140 East 62nd Street New York, New York 10021 Stanley O. Ikenberry 63 President, American Council on Education, American Council on Education since 1996. Regent Professor and One Dupont Circle President Emeritus, University of Illinois Washington, D.C. 20036 since 1995. Formerly, President, University of Illinois. Gertrude G. Michelson 73 Retired since 1992. Formerly, Senior R.H. Macy & Co., Inc. Vice President, R.H. Macy & Co., Inc., 151 West 34th Street Senior Advisor, R.H. Macy & Co., Inc., New York, New York 10001-2124 from 1992 to 1994. Paul A. Volcker 71 Frederick H. Schultz Professor Emeritus 610 Fifth Avenue of International Economic Policy, Suite 420 Princeton University, since 1997. Henry New York, New York 10020 Kaufman Visiting Professor, Leonard N. Stern School of Business, New York University, since 1998. Formerly, Chairman, Federal Reserve Board. Clifton R. Wharton, Jr. 72 Formerly, Chairman and Chief Executive TIAA-CREF Officer of TIAA and CREF. Former U.S. 730 Third Avenue Deputy Secretary of State. New York, New York 10017-3206
- ------------- *Also members of TIAA Board of Overseers. B-33
TRUSTEES OF CREF AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------- --- ----------------------------------------- Robert H. Atwell 68 President Emeritus, American Council on 447 Bird Key Drive Education and Senior Consultant to A.T. Sarasota, Florida 34236 Kearney, since 1996. Formerly, President, American Council on Education. Elizabeth E. Bailey (1) 60 John C. Hower Professor of Public Policy The Wharton School and Management, The Wharton School, University of Pennsylvania University of Pennsylvania. Suite 3100 Steinberg-Dietrich Hall Philadelphia, Pennsylvania 19104-6372 Joyce A. Fecske (1) 52 Vice President Emerita, DePaul University, 4800 South Karlov Avenue since 1994. Formerly, Vice President for Chicago, Illinois 60632-4124 Human Resources, DePaul University. Edes P. Gilbert 67 Consultant, Independent Education Independent Education Services Services since 1998. Previously, Head, 49 East 78th Street, Suite 4A The Spence School. New York, New York 10021 Stuart Tse Kong Ho (3) 63 Chairman and President, Capital Investment Capital Investment of Hawaii, of Hawaii, Inc. Chairman, Gannett Inc. Pacific Corporation. Suite 1700 733 Bishop Street Honolulu, Hawaii 96813 Nancy L. Jacob (2) 56 President and Managing Partner, Windermere Investment Associates Windermere Investment Associates, since Suite 925 January 1997. Formerly, Chairman and 121 S.W. Morrison Street Chief Executive Officer, CTC Consulting, Portland, Oregon 97204 Inc., and Executive Vice President, U.S. Trust of the Pacific Northwest.
- ------------ (1) Member of Executive Committee (2) Member of Finance Committee (3) Member of Executive and Finance Committees B-34
TRUSTEES OF CREF AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------- --- ----------------------------------------- Marjorie Fine Knowles (2) 59 Professor of Law, Georgia State College of Law University College of Law. Georgia State University P.O. Box 4037 Atlanta, Georgia 30303-4037 Jay O. Light (2) 57 Professor of Business Administration, Harvard Business School Harvard University Graduate School of Harvard University Business Administration. Morgan Hall 489 Soldiers Field Boston, Massachusetts 02163 Bevis Longstreth (2) 65 Of Counsel, Debevoise & Plimpton, since Debevoise & Plimpton 1998. Formerly, Partner, Debevoise & 875 Third Avenue Plimpton. Adjunct Professor of Law, New York, New York 10022-6225 Columbia University. Robert M. Lovell, Jr. (2) 68 Founding Partner, First Quadrant L.P. First Quadrant Corp. Formerly, Chairman and Chief Executive 100 Campus Drive, Suite 230 Officer, First Quadrant Corp. P.O. Box 939 Florham Park, New Jersey 07932-0939 Stephen A. Ross (2) 55 Franco Modigliani Professor of Finance Sloan School of Management and Management, Sloan School of Massachusetts Institute Management, Massachusetts Institute of Technology of Technology. Co-Chairman, Roll & Ross 77 Massachusetts Avenue Asset Management Corp. Cambridge, Massachusetts 02139 Eugene C. Sit (3) 60 Chairman, Chief Executive, and Chief Sit Investment Associates, Inc. Investment Officer, Sit Investment 4600 Norwest Center Associates, Inc., and Sit-Kim 90 South Seventh Street International Investment Associates, Inc. Minneapolis, Minnesota 55402-4130 Maceo K. Sloan (2) 49 Chairman, President, and Chief Executive NCM Capital Management Group, Inc. Officer, Sloan Financial Group, Inc., and Suite 400 NCM Capital Management Group, Inc. 103 West Main Street Durham, North Carolina 27701-3638
- ------------ (1) Member of Executive Committee (2) Member of Finance Committee (3) Member of Executive and Finance Committees B-35
TRUSTEES OF CREF AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------- --- ----------------------------------------- David K. Storrs (2) 54 President and Chief Executive Officer, Alternative Investment Alternative Investment Group, L.L.C., Group, L.L.C. since August 1996. Adviser to the 65 South Gate Lane President, The Common Fund, from January Southport, Connecticut 06490 1996 to October 1996. President and Chief Executive Officer, The Common Fund, from 1993 to 1996. Formerly, Executive Vice President, The Common Fund. Robert W. Vishny (3) 40 Eric J. Gleacher Professor of Finance, University of Chicago University of Chicago, Graduate School Graduate School of Business of Business, since 1993. Founding 1101 East 58th Street Partner, LSV Asset Management. Chicago, Illinois 60637 OVERSEER-OFFICER-TRUSTEE** John H. Biggs (3) 62 Chairman and Chief Executive Officer, CREF and TIAA, since 1993. President, CREF and TIAA, since 1997. President and Chief Operating Officer, CREF and TIAA, 1989 to 1993. Trustee, TIAA-CREF Mutual Funds, since 1997. OFFICER-TRUSTEE** Martin L. Leibowitz (3) 62 Vice Chairman and Chief Investment Officer, CREF and TIAA, since 1995. Trustee, President and Chief Executive Officer, TIAA-CREF Investment Management, LLC ("Investment Management"), Director, President and Chief Executive Officer, Teachers Advisors, Inc. ("Advisors") and Executive Vice President, Chief Investment Officer, TIAA Separate Account VA-1, since 1995. Trustee and Chief Investment Officer, TIAA-CREF Mutual Funds, since 1997. Executive Vice President, CREF and TIAA, from June 1995 to November 1995. Formerly, Managing Director-Director of Research and a Member of the Executive Committee, Salomon Brothers, Inc.
Messrs. Biggs, Leibowitz and Longstreth are deemed "interested persons" of CREF within the meaning of the Investment Company Act of 1940. - ------------ ** The address for all CREF Officers is 730 Third Avenue, New York, New York 10017-3206. (1) Member of Executive Committee (2) Member of Finance Committee (3) Member of Executive and Finance Committees B-36
OTHER OFFICERS** AGE PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------- --- ----------------------------------------- Richard J. Adamski 57 Vice President and Treasurer, CREF and TIAA, since 1991. Vice President and Treasurer, Investment Management, TIAA- CREF Individual & Institutional Services, Inc. ("Services"), since 1992, Teachers Personal Investors Services, Inc. ("TPIS") and Advisors, since 1994, and TIAA-CREF Mutual Funds since 1997, Vice President and Treasurer, TIAA-CREF Life Insurance Company ("TIAA-CREF Life"), since 1998. Richard L. Gibbs 52 Executive Vice President, CREF, TIAA, Investment Management and Services, since 1993, Advisors since 1994 and TIAA-CREF Mutual Funds since 1997. Vice President, Investment Management and Services, from 1992 to 1993. Director, Executive Vice President, and Chief Financial Officer, TIAA-CREF Life, since 1998. Formerly, Vice President, Finance, CREF and TIAA. E. Laverne Jones 50 Vice President and Corporate Secretary, CREF and TIAA.
- ------------ ** The address for all CREF Officers is 730 Third Avenue, New York, New York 10017-3206 COMPENSATION OF CREF TRUSTEES In 1998, the basic annual stipend for trustees who are not officers of CREF ("non-officer trustees") was $25,000; non-officer trustees were also paid $1,500 for each board and committee meeting attended. In addition, non-officer trustees who serve as chairpersons of committees receive an additional annual stipend of $3,000. Trustees who are active officers of CREF or TIAA do not receive any additional compensation for their services as trustees. CREF has a long-term performance deferred compensation plan for non-employee trustees. Under this unfunded plan, annual contributions equal to half the amount of the basic annual trustee stipend are allocated to notional CREF and TIAA accounts, in predetermined percentages. Benefits will normally be paid in a lump sum after the trustee leaves the board. Pursuant to a separate deferred compensation plan, non-employee trustees also have the option to defer payment of their basic stipend and allocate it to notional TIAA and CREF accounts chosen by the individual trustee. Benefits under that plan are also normally paid in a lump sum after the trustee leaves the board. The following table discloses the aggregate compensation received from CREF and the TIAA-CREF fund complex for each non-officer trustee for the year ended December 31, 1998. The TIAA-CREF fund complex consists of four investment companies: CREF, TIAA Separate Account VA-1, TIAA-CREF Life Funds, and TIAA-CREF Mutual Funds. B-37
LONG TERM PERFORMANCE AGGREGATE DEFERRED COMPENSATION TOTAL COMPENSATION COMPENSATION FROM CONTRIBUTION FROM TIAA-CREF NAME CREF AS PART OF CREF EXPENSES FUND COMPLEX Robert H. Atwell $48,700 $12,423 $49,000 Elizabeth E. Bailey $51,713 $12,431 $52,000 Gary P. Brinson $38,260 $12,422 $38,500 Joyce A. Fecske $48,708 $12,425 $49,000 Edes P. Gilbert $45,753 $12,433 $46,000 Stuart Tse Kong Ho $42,746 $12,426 $43,000 Nancy L. Jacob $39,773 $12,429 $40,000 Marjorie Fine Knowles(1) $48,722 $12,429 $49,000 Jay O. Light $39,749 $12,421 $40,000 Bevis Longstreth $42,744 $12,425 $43,000 Robert M. Lovell, Jr.(1) $45,737 $12,428 $46,000 Stephen A. Ross(1) $41,245 $12,423 $41,500 Eugene C. Sit $48,706 $12,425 $49,000 Maceo K. Sloan $45,737 $12,428 $46,000 David K. Storrs $47,230 $12,429 $47,500 Robert W. Vishny $47,219 $12,426 $47,500
(1) This compensation, or a portion of it, was not actually paid based on prior election of trustee to defer receipt of payment in accordance with the provisions of deferred compensation plans for non-officer trustees. Excluding this year's deferral, a total of $2,315,377 has been deferred for prior years' service, including interest through-year-end 1997 for all current trustees who had elected to defer their compensation. B-38 INVESTMENT ADVISORY AND RELATED SERVICES Investment advisory services and related services for the Accounts are provided on an at-cost basis by personnel of TIAA-CREF Investment Management, LLC ("Investment Management"). Investment Management is a nonprofit subsidiary of TIAA, CREF's companion organization, and is registered as an investment adviser under the Investment Advisers Act of 1940. Investment Management manages the investment and reinvestment of the assets of each Account, subject to the direction and control of the Finance Committee of the Board of Trustees and in accordance with the responsibilities of the Board as a whole. The advisory personnel of Investment Management perform all research, make recommendations, and place orders for the purchase and sale of securities. Investment Management also provides for all portfolio accounting, custodial and related services for the assets of each Account. As described in the Prospectus, a daily deduction from the net assets of each Account is made at an annual rate of .__% for the Stock Account, .__% for the Global Equities Account, .__% for the Growth Account, .__% for the Equity Index Account, .__% for the Bond Market Account, .__% for the Inflation-Linked Bond Account, .__% for the Social Choice Account, and .__% for the Money Market Account, for expenses related to the management of the assets of the Accounts. The total dollar amounts of expenses for the Stock Account attributable to these services during 1998, 1997, and 1996 were $111,037,875, $78,247,519, and $61,960,030, respectively. During 1998, 1997 and 1996, the total dollar amounts of expenses for the Global Equities Account were $9,600,739, $7,653,693 and $5,168,905, respectively. During 1998, 1997, and 1996, the total dollar amounts of expenses for the Growth Account were $8,434,363, $4,314,919, and $2,134,334, respectively. During 1998, 1997 and 1996, the total dollar amounts of expenses for the Equity Index Account were $1,920,671, $1,120,769, and $495,305, respectively. During 1998, 1997 and 1996, the total dollar amounts of expenses for the Bond Market Account were $1,726,863, $797,515, and $656,539, respectively. During 1998 and 1997 (May 1 to December 31), the total dollar amount of expenses for the Inflation-Linked Bond Account were $116,806 and $56,096. During 1998, 1997 and 1996, the total dollar amounts of expenses for the Social Choice Account were $2,085,591, $1,379,951 and $976,893, respectively. During 1998, 1997 and 1996, the total dollar amounts of expenses for the Money Market Account were $3,085,591, $1,883,711 and $2,597,014, respectively. CREF also deducts a mortality and expense risk charge totalling .005% from the net assets of each account for guaranteeing that CREF participants transferring funds to TIAA for the immediate B-39 purchase of lifetime payout annuities will not be charged more than the rate stipulated in the CREF Certificate. CUSTODY OF PORTFOLIO The custodians for the assets of the Accounts are as follows: STOCK, GLOBAL EQUITIES, GROWTH, AND EQUITY INDEX ACCOUNTS. Bankers Trust Company, 130 Liberty Street, New York, New York 10006, acts as the custodian for all of these accounts' domestic assets. It also acts as custodian for certain Japanese securities through subcustodial arrangements. The Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245 is responsible for the custody of all foreign securities and other foreign assets, other than those held by Bankers Trust. These securities are held in foreign branches of The Chase Manhattan Bank or in the sub-custody of either foreign banks or trust companies that are members of The Chase Manhattan Bank's global custody network or foreign depositories used by such members. BOND MARKET ACCOUNT. The Bank of New York, One Wall Street, New York, New York 10286 acts as the custodian for all assets of the Bond Market Account. INFLATION-LINKED BOND ACCOUNT. The Bank of New York, One Wall Street, New York, New York 10286 acts as the custodian for all assets of the Inflation-Linked Bond Account. SOCIAL CHOICE ACCOUNT. The Bank of New York, One Wall Street, New York, New York 10286 acts as the custodian for the bonds and money market instruments held by the Social Choice Account. Bankers Trust Company, 130 Liberty Street, New York, New York 10006, acts as the custodian for the equities held by the Social Choice Account. MONEY MARKET ACCOUNT. Bank of New York, One Wall Street, New York, New York 10286 acts as the custodian for all assets of the Money Market Account. AUDITORS Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019 serves as CREF's independent auditors and, in that regard, provides general auditing services for CREF. BROKERAGE ALLOCATION Investment Management is responsible for decisions to buy and sell securities for the Accounts as well as for selecting brokers and, where applicable, negotiating the amount of the commission rate paid. It is Investment Management's intention to place B-40 brokerage orders with the objective of obtaining the best price, execution and available data. When purchasing or selling securities traded on the over-the-counter market, Investment Management generally will execute the transaction with a broker engaged in making a market for such securities. When Investment Management deems the purchase or sale of a security to be in the best interests of more than one Account, it may, consistent with its fiduciary obligations, aggregate the securities to be sold or purchased. When Investment Management deems the purchase or sale of a security to be in the best interests of an account, its personnel also may, consistent with their fiduciary obligations, decide to buy or sell a security for that account at the same time as for (i) TIAA Separate Account VA-1 or TIAA-CREF Mutual Funds which they may also be managing on behalf of Teachers Advisors, Inc., an investment adviser also affiliated with TIAA, or (ii) any other investment company whose assets Investment Management may be managing. In those events, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner. Domestic brokerage commissions are negotiated, as there are no standard rates. All brokerage firms provide the service of execution of the order made; some brokerage firms also provide research and statistical data, and research reports on particular companies and industries are customarily provided by brokerage firms to large investors. In negotiating commissions, consideration is given by Investment Management to the quality of execution provided and to the use and value of the data. The valuation of such data may be judged with reference to a particular order or, alternatively, may be judged in terms of its value to the overall management of the Accounts. Currently, some foreign brokerage commissions are fixed under the local law and practice. There is, however, an ongoing trend to adopt a new system of negotiated commissions in many countries. Transactions in fixed-income instruments with dealers generally involve spreads rather than commissions. That is, the dealer generally functions as a principal, generating income from the spread between the dealer's purchase and sales prices, rather than as a broker, charging a proportional or fixed fee. Investment Management will place orders with brokers providing useful research and statistical data services if reasonable commissions can be negotiated for the total services furnished even though lower commissions may be available from brokers not providing such services. Investment Management follows guidelines established by CREF for the placing of orders with brokers providing such services. B-41 In 1998, the aggregate amount of brokerage commissions paid by the Stock, the Global Equities, and the Growth Accounts to such brokers as a result of such allocations was $32,801,071, $8,628,280 and $3,185,444, respectively. Research or services obtained for one Account may be used by Investment Management in managing the other Accounts. In such circumstances, the expenses incurred will be allocated in an equitable manner consistent with Investment Management's fiduciary obligations to the other Accounts. Research or services obtained for TIAA Separate Account VA-1 or TIAA-CREF Mutual Funds may be used by personnel of Teachers Advisors, Inc. who also manage the CREF Accounts for Investment Management. In such circumstances, the expenses incurred will be allocated in an equitable manner consistent with the fiduciary obligations of personnel of Teachers Advisors, Inc. The aggregate amount of brokerage commissions paid by the Stock Account during 1998, 1997, and 1996 was $62.1 million, $40.5 million and $40.9 million, respectively. The aggregate amount of brokerage commissions paid by the Global Equities Account in 1998, 1997 and 1996 was $12.5 million, $10.5 million and $7.9 million, respectively. The aggregate amount of brokerage commissions paid by the Growth Account in 1998, 1997 and 1996 was $6.9 million, $2.9 million and $1.4, respectively. The aggregate amount of brokerage commissions paid by the Equity Index Account in 1998, 1997, and 1996 was $244,823, $179,756, and $172,127, respectively. The aggregate amount of brokerage commissions paid by the Social Choice Account in 1998, 1997 and 1996 was $112,476 $25,648 and $61,844, respectively. No brokerage commissions were paid by the Money Market Account, the Bond Market Account, or the Inflation-Linked Bond Account during 1998, 1997 or 1996. During 1998 the CREF Accounts acquired securities of certain of their regular brokers or dealers or their parents, where the parent derives more than 15% of its total income from securities related activities. These entities and the securities held by the Accounts as of December 31, 1998 are set forth below: B-42 STOCK ACCOUNT A. REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID Bankers Trust Co. (Parent--Bankers Trust Corp.) $ 81,141,531.63 Credit Suisse First Boston (Parent--Credit Suisse Group) $ 109,016,507.95 Jefferies & Co., Inc. (Parent--Jefferies Group, Inc.) $ 6,456,212.50 Merrill Lynch, Pierce, Fenner & Smith (Parent--Merrill Lynch & Co., Inc.) $ 110,444,016.00 Morgan Stanley, & Co., Inc. (Parent--Morgan Stanley, Dean Witter, & Co.) $ 275,470,983.00 Warburg Dillion Read Llc (Parent--Union Bank of Switzerland) $ 267,648,475.44 B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL Bank America Securities (Parent-BankAmerica Corp.) $1,044,086,077.14 Chase Securities, Inc. (Parent-Chase Manhattan Corp.) $ 528,307,046.44 Citicorp Securities, Inc. (Parent-Citigroup, Inc.) $ 893,209,036.50 Credit Suisse First Boston (Parent-Credit Suisse Group) $ 109,016,507.95 Dean Witter Reynolds, Inc. (Parent-Morgan Stanley, Dean Witter, & Co.) $ 275,470,983.00 Lehman Brothers Inc. (Parent-Lehman Brothers Holdings, Inc.) $ 58,045,249.69 Morgan (J.P.) Securities Corp. (Parent-Morgan (J.P.) & Co., Inc.) $ 133,978,536.69 Morgan Stanley & Co., Inc. (Parent-Morgan Stanley, Dean Witter, & Co.) $ 275,470,983.00 B-43 GLOBAL EQUITIES ACCOUNT A. REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID ABN Amro Chicago Corp. (Parent--ABN Amro Holdings NV) $ 3,512,715.30 Bankers Trust Co. (Parent--Bankers Trust Corp.) $ 2,084,675.00 CS First Boston Corp. (Parent--Credit Suisse Group) $ 4,867,124.25 Merrill Lynch, Pierce, Fenner & Smith (Parent--Merrill Lynch & Co., Inc.) $ 501,559.50 Warburg Dillion Read Llc (Parent--Union Bank of Switzerland) $ 55,971,918.37 B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL BankAmerica Securities (Parent-BankAmerica Corp.) $ 36,347,967.50 Citicorp. Securities, Inc. (Parent-Citigroup, Inc.) $ 40,445,955.00 Credit Suisse First Boston (Parent-Credit Suisse Group) $ 4,867,124.25 Morgan (J.P.) Securities Corp. (Parent-Morgan (J.P.) & Co., Inc.) $ 750,566.50 Nations Banc Capital Markets, Inc. (Parent-BankAmerica Corp.) $ 36,347,967.50 B-44 GROWTH ACCOUNT A. REGULAR BROKER OR DEALER BASED ON COMMISSIONS PAID Jefferies & Co., Inc. (Parent--Jefferies Group, Inc.) $ 853,550.00 B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL EQUITY INDEX ACCOUNT A. REGULAR BROKER OR DEALER BASED ON COMMISSIONS PAID Jefferies & Co., Inc. (Parent--Jefferies Group, Inc.) $ 238,200.00 B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL Chase Securities, Inc. (Parent-Chase Manhattan Corp.) $17,426,586.38 Key Capital Markets, Inc. (Parent-Key Corp.) $ 4,321,248.00 Lehman Commercial Paper Inc. (Parent-Lehman Brothers Holdings, Inc.) $ 1,503,412.50 Morgan (J.P.) Securities Corp. (Parent-Morgan (J.P.) & Co., Inc.) $ 5,585,647.81 Morgan Stanley & Co., Inc. (Parent-Morgan Stanley, Dean Witter, & Co.) $12,412,646.00 B-45 BOND MARKET ACCOUNT A. REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID NONE B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL NONE INFLATION-LINKED BOND ACCOUNT A. REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID NONE B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL NONE SOCIAL CHOICE ACCOUNT A. REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID NONE B-46 B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL Bank America Securities (Parent-BankAmerica Corp.) $32,734,936.00 Chase Securities, Inc. (Parent-Chase Manhattan Corp.) $17,116,085.25 Salomon Brothers, Inc. (Parent-Citigroup,Inc.) $31,479,624.00 MONEY MARKET ACCOUNT A. REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID NONE B. REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL NONE PERFORMANCE INFORMATION TOTAL RETURN INFORMATION FOR THE ACCOUNTS Total return quotations for the Accounts may be advertised. Total return quotations will reflect all aspects of an Account's return. Average annual total returns are determined by finding the average annual compounded rates of return over the 1, 5, and 10 year periods that reflect the growth (or decline) in value of a hypothetical $1,000 investment made at the beginning of the 1, 5, or 10 year period through the end of that period, according to the following formula: P(1+T)n = EV where: P = hypothetical initial payment of $1,000 T = average annual total return n = number of years in the period EV = ending value of the hypothetical investment at the end of the 1, 5, or 10 year period. B-47 To derive the total return quotations from this formula, the percentage net change in the value of the $1,000 investment from the beginning of the 1, 5, or 10 year period to the end of such period ("cumulative total return") is determined. Cumulative total returns simply reflect the change in value of an investment over a stated period. Since the accumulation unit value is a "total return" unit value that reflects the investment experience of the Account and all expense deductions made against the assets of the Account, the ending value, or EV, of the $1,000 hypothetical investment is determined by applying the percentage change in the accumulation unit value over the period to the hypothetical initial payment of $1,000 less the current deductions from premiums (0%). CREF then solves the equation for T to derive the average annual compounded rate of return for the Accounts over the span of 1, 5, or 10 years, and the resulting "total return" quotation is carried out to the nearest hundredth of one percent. YIELD INFORMATION FOR THE BOND MARKET AND INFLATION-LINKED BOND ACCOUNTS Yield quotations for the Bond Market and Inflation-Linked Bond Accounts may be made available, including yield quotations based upon the thirty day (or one month) period ended on the date of calculation, computed by dividing the net investment income attributable to the accumulation fund for the Account by the value of a hypothetical accumulation on the last day of the period, according to the following formula: YIELD = 2[( a-b +1) 6 -1] ----- cd where: a = interest and dividends attributable to the accumulation fund earned during the period b = expense deductions incurred during the period c = average daily number of accumulation units outstanding during the period d = accumulation unit value on the last day of the period Any yield quoted should not be considered a representation of the yield of the Bond Market or Inflation-Linked Bond Account in the future. B-48 YIELD INFORMATION FOR THE MONEY MARKET ACCOUNT Yield quotations for the Money Market Account, including yield quotations based upon the seven-day period ended on the date of calculation, may also be made available. These yield quotations are based on a hypothetical pre-existing account with a balance of one accumulation unit. In arriving at any such yield quotations, the net change during the period in the value of that hypothetical account is first determined. Such net change includes net investment income attributable to portfolio securities but excludes realized gains and losses from the sale of securities and unrealized appreciation and depreciation and income other than investment income (which are included in the calculation of accumulation and annuity unit values). For this purpose, net investment income includes accrued interest on portfolio securities, plus or minus amortized premiums or purchase discount (including original issue discount), less all accrued expenses. Such net change is then divided by the value of that hypothetical account at the beginning of the period to obtain the base period return, and then the base period return is multiplied by 365/7 to annualize the current yield figure which is carried to at least the nearest hundredth of one percent. The effective yield of the Money Market Account for the same seven-day period may also be disclosed. The effective yield is obtained by adjusting the current yield to give effect to the compounding nature of the Account's investments, and is calculated by the use of the following formula: Effective Yield = (Base Period Return + 1)365/7 -1 The Money Market Account's yield fluctuates, unlike many bank deposits or other investments which pay a fixed yield for a stated period of time. The annualization of one period's income is not necessarily indicative of future actual yields. Actual yields will depend on such variables as portfolio quality, average portfolio maturity, the type of instruments held in the portfolio, changes in interest rates on money market instruments, portfolio expenses, and other factors. In addition, the values of accumulation and annuity units will fluctuate. INFLATION-ADJUSTED RETURN AND YIELD INFORMATION FOR THE INFLATION-LINKED BOND ACCOUNT In addition to making available the "nominal" return and yield B-49 information described above for the Inflation-Linked Bond Account, we may also make available inflation-adjusted or "real" return and yield information for the Account. This inflation-adjusted or "real" return and yield information will help Participants track the performance of the Account vis a vis inflation by separating out the return or yield for the Account over and above the inflation rate. For example, if you buy a bond paying a 7% nominal rate and inflation over the next year is 5%, your "real" rate of return would be 2%. We would calculate the "real" yield for the Account by using the 30-day yield formula that we use for the Bond Market Account set forth on page B- and adapting it as follows: a - b YIELD real = 2[( real +1) 6 -1] --------- cd where a (real) = the sum of the total nominal cash flows for all bonds, discounted for inflation over a thirty day period in accordance with the following formula: a (real) = a - a (/\U.S. CPI - U) where U.S. CPI - U = percentage change in the U.S. inflation rate over a thirty day period as measured by the change in the Consumer Price Index For Urban Consumers during that period. We would calculate "real" return information for the Account by using the formula that we currently use to calculate total return for the CREF accounts set forth on page B- . In order to calculate real return, however, we would need to calculate the accumulation unit value in real terms by discounting the nominal accumulation unit value (AUV) by the change in the U.S. inflation rate during the applicable period. To do this, we would use the following formula: /\AUV (real) = /\AUV - /\U.S. CPI - U where U.S. CPI - U = percentage change in the U.S. inflation rate over a thirty day period as measured by the change in the Consumer Price Index for Urban Consumers during that period. B-50 Set forth below is total return information for the Accounts, which reflects all deductions made from the assets in the Accounts, applied to a hypothetical investment of $1,000 in each of the Accounts:
STOCK ACCOUNT ------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year (January 1, 1998 to December 31, 1998) % % 5 years (January 1, 1994 to December 31, 1998) % % 10 years (January 1, 1989 to December 31, 1998) % % GLOBAL EQUITIES ACCOUNT ----------------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year (from January 1, 1998 to December 31, 1997) % % 5 years (from January 1, 1994 to December 31, 1998) % % B-51
GROWTH ACCOUNT -------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year (from January 1, 1998 to December 31, 1998) % % 4 years and 8 months (from April 29, 1994 date of SEC registration to December 31, 1998) % % EQUITY INDEX ACCOUNT -------------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year (from January 1, 1998 to December 31, 1998) % % 4 years and 8 months (from April 29, 1994 date of SEC registration to December 31, 1998) % % BOND MARKET ACCOUNT ------------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year (from January 1, 1998 to December 31, 1998) % % 5 years (from January 1, 1994 to December 31, 1998) % % 8 years and 10 months (from March 1, 1990 commencement of operations to December 31, 1998) % %
B-52
INFLATION-LINKED BOND ACCOUNT ----------------------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year and 8 months (from May 1, 1997 date of SEC registration to December 31, 1998) % % SOCIAL CHOICE ACCOUNT --------------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year (from January 1, 1998 to December 31, 1998) % % 5 years (from January 1, 1994 to December 31, 1998) % % 8 years and 10 months (from March 1, 1990 commencement of operations to December 31, 1998) % % MONEY MARKET ACCOUNT -------------------- AVERAGE ANNUAL COMPOUND RATES CUMULATIVE RATES PERIOD OF TOTAL RETURN OF TOTAL RETURN - ------ --------------- --------------- 1 year (from January 1, 1998 to December 31, 1998) % % 5 years (from January 1, 1994 to December 31, 1998) % % 10 years (from January 1, 1988 commencement of operations to December 31, 1997) % %
B-53 PERFORMANCE COMPARISONS Performance information for any of the Accounts may be compared, in advertisements, sales literature, and reports to Participants and employers, to the performance information reported by other investments and to various indices and averages. Such comparisons may be made with, but are not limited to (1) the S&P 500, (2) the Dow Jones Industrial Average ("DJIA"), (3) Lipper Analytical Services, Inc. Mutual Fund Performance Analysis Reports and the Lipper General Equity Funds Average, (4) Money Magazine Fund Watch, (5) Business Week's Mutual Fund Scoreboard, (6) SEI Funds Evaluation Services Equity Fund Report, (7) CDA Mutual Funds Performance Review and CDA Growth Mutual Fund Performance Index, (8) Value Line Composite Average (geometric), (9) Wilshire 5000 Equity Index, (10) Russell 1000, 2000, and 3000 indices, (11) IBC's Money Fund Report Averages, (12) Salomon Brothers Broad Investment Grade Index, (13) Merrill Lynch Corporate Government Master Index, (14) Lehman Brothers Government/Corporate Bond Index, (15) Lehman Brothers Aggregate Bond Index, (16) the Consumer Price Index, published by the U.S. Bureau of Labor Statistics (measurement of inflation), (17) a Composite Index, comprised of the Standard & Poor's 500 Stock Index (60%) and the Lehman Brothers Aggregate Bond Index (40%), which measures the investment performance of a balanced portfolio of stocks and bonds, (18) the Morgan Stanley Capital International World Index, (19) the Morgan Stanley EAFE Index, (20) VARDS, (21) Salomon Brothers Inflation-Linked Securities Index, and (22) Morningstar, Inc. We may also include the performance of these indices in advertisements, and discuss their comments about us. The Accounts' expenses may also be compared with those of other investments. We may also advertise ratings that CREF receives from various rating services and organizations, including but not limited to any organization listed above. We may also advertise ratings received by TIAA. The performance of the Accounts also may be compared to other indices or averages that measure performance of a pertinent group of securities. Participants should keep in mind that the composition of the investments in the reported averages will not be identical to that of the Accounts and that certain formula calculations (i.e., yield) may differ from index to index. In addition, there can be no assurance that the Accounts will continue their performance as compared to such indices. The Stock Account and the Equity Index Account are not promoted, sponsored, endorsed or sold by, nor affiliated with Frank Russell Company. Frank Russell Company is not responsible for and has not reviewed the Stock Account or Equity Index Account literature B-54 or publications and makes no representation or warranty, express or implied, as to their accuracy, completeness, or otherwise. Frank Russell Company reserves the right, at any time and without notice, to change or terminate the Russell 3000 index. Frank Russell Company has no obligation to take the needs of the Stock Account or its Participants into consideration in determining the index. Frank Russell Company's publication of the Russell 3000 index in no way suggests or implies an opinion by Frank Russell Company as to the attractiveness or appropriateness of investment in any or all of the securities upon which the index is based. Frank Russell Company makes no representation, warranty, or guarantee as to the accuracy, completeness or reliability of the index or any data included in the index. Frank Russell Company makes no representation or warranty regarding the use, or the results of use, of the index or any securities comprising the index. Frank Russell makes no express or implied warranties of any kind or nature, including without limitation, warranties of merchantability or of fitness for a particular purpose with respect to the index or any data or securities included therein. ILLUSTRATING COMPOUNDING, TAX DEFERRAL AND EXPENSE DEDUCTIONS CREF may illustrate in advertisements, sales literature and reports to Participants the effects of tax deferral and/or compounding of earnings on an investment in CREF. We may do this using a hypothetical investment earning a specified rate of return. To illustrate the effects of compounding, we would show how the total return from an investment of the same dollar amount, earning the same or different interest rate, vary depending on when the investment was made. To illustrate the effects of tax deferral, we will show how the total return from an investment of the same dollar amount, earning the same or different interest rates, for individuals in the same tax bracket, would vary between tax-deferred and taxable investments. CREF may also illustrate in advertisements, sales literature and reports to Participants the effect of an investment fund's expenses on total return over time. We may do this using a hypothetical investment earning a specified rate of return. We would show how the total return, net of expenses, from an investment of the same dollar amount in funds with the same investment results but different expense deductions varies increasingly over time. B-55 ACCUMULATION UNIT VALUES For each CREF Account, accumulation unit values are calculated at the end of each valuation day by multiplying the previous day's values by the unit change factor for each Account. The unit change factor is calculated as A divided by B, where A and B are defined as: A. The value of the Account's net assets at the close of the current valuation period, less premiums received during the current period. B. The value of the Account's net assets at the end of the previous valuation period, plus the net effect of transactions made by the start of the current period. ANNUITY PAYMENTS The amount of the annuity payments to be paid to a Participant or beneficiary ("annuitant") will depend upon the number and the value of the annuity units payable. The number of annuity units is first determined on the annuity starting date. The amount of the annuity payments will change according to the income change method chosen. Separate annuity units will be maintained in each annuity fund for payments being made under each of the two income change methods. Under the annual income change method, the value of an annuity unit for payments is redetermined on March 31 of each year -- the payment valuation date. Annuity payments change beginning May 1. The change reflects the net investment experience of the chosen Account(s) as well as the past and anticipated mortality experience of those individuals receiving annuity payments from the Accounts' annually revalued annuity fund. (The net investment and mortality experience for the twelve months following the annual revaluation of an Account's annuity unit value will be reflected in the following year's value.) All Accounts provide annuity payments. Under the monthly income change method, the value of an annuity unit for payments is redetermined on the 20th of each month or on the preceding business day if the 20th is not a business day. Annuity payments change on the following payment due date. This monthly change reflects the net investment experience of the chosen Account(s). The value of the annuity unit is also B-56 redetermined at the end of each calendar quarter to reflect the past and anticipated mortality experience of those individuals receiving annuity payments from the Accounts' monthly revalued annuity fund. Annuitants can be said to bear the mortality risk under the certificate. How much you or your beneficiary receive in annuity payments from any account depends partly on the mortality experience of the annuity fund from which the payments are made. For example, if the people receiving income from an account's annually revalued annuity fund, as a group, live longer than expected, the amount payable to each will be less than if, as a group, they die sooner than expected. So the "mortality risk" of each CREF account's annuity funds falls on those who receive income from it. The formulas for calculating the number and value of annuity units payable are set forth below. CALCULATION OF THE NUMBER OF ANNUITY UNITS PAYABLE When a Participant or a beneficiary converts the value of all or a portion of his or her accumulation into an income option or method of payment, the number of annuity units payable from an Account is determined by dividing the value of the accumulation in the Account to be applied to provide the annuity payments by the product of the annuity unit value and an annuity factor. The annuity factor is the value as of the annuity starting date of an annuity in the amount of $1.00 per month beginning on the first day such annuity units are payable and continuing for as long as such annuity units are payable. When, in accordance, with his or her TIAA traditional payout annuity contract, a participant (or beneficiary) transfers the value of annuity payments under that contract to an income option or method of payment payable from CREF, the number of annuity units payable from the account to which the transfer is made is determined in the same manner. When the chosen income option or method of payment involves life contingencies, the annuity factor will reflect interest assumed at the effective annual rate of 4% and mortality assumptions for the person(s) on whose life (lives) the annuity payments will be based. In these instances, mortality will be based on the then current CREF settlement mortality schedules. In these instances, B-57 CREF reserves the right to change the mortality assumptions from time to time to conform with changes in the mortality experience of CREF annuitants. When the income option or method of payment does not involve life contingencies, the annuity factor is calculated with interest assumed at the effective annual rate of 4%. VALUE OF ANNUITY UNITS The value of an annuity unit is defined in terms of a "basic annuity unit" which is established each year, as of March 31, for each income change method in each Account then providing annuity payments. The value of the basic annuity unit is determined for each income change method in each Account as A divided by B, where A and B are defined as follows: A. The Account's annuity fund for the income change method as of March 31, reduced by the dollar amount of benefits payable under the income change method on April 1 under pay-out certificates in the Account as of March 31. B. The actuarial present value, expressed in units, of all future payments due on or after the next following May 1 under the income change method under pay-out certificates in the Account as of March 31. This liability is calculated on the basis of interest at an effective annual rate of 4% and a mortality table designed to approximate the current mortality rates of CREF annuitants. For Participants beginning annuity income, the initial value of the annuity unit is the interim annuity unit value as of the annuity starting date. A separate interim annuity unit value is calculated daily for each annuity fund in each Account as of each valuation day. The interim annuity unit value reflects the actual investment and payment experience of the annuity fund to the current date, relative to the 4% assumed investment return. The interim annuity unit value also includes any changes expected to occur in the future because payments are revalued once a year or once a month, assuming the annuity fund earns the 4% assumed investment return in the future. At the end of each calendar quarter, the interim annuity unit value is also adjusted for B-58 mortality experience during the prior quarter. For Participants under the annual income change method, the value of the annuity unit will remain the same until the following May 1. For those who have already begun receiving annuity income as of March 31, the value of the annuity unit for payments due on and after the next succeeding May 1 is equal to the basic annuity unit value determined as of such March 31. For Participants under the monthly income change method, the value of the annuity unit is redetermined each month on the payment valuation date for the payment due on the first of the following month. When a Participant or beneficiary receiving annuity income transfers annuity units under a particular income change method from one CREF Account to another, the number of annuity units added to the CREF Account(s) to which units are being transferred will be determined by multiplying the number of annuity units to be transferred by the interim annuity unit value for that income change method for the Account from which the annuity units are being transferred, and dividing by the interim annuity unit value for that income change method for the Account to which the annuity units are being transferred. For transfers on days other than March 31, under the annual payment income change method, the amount of annuity payments will not change following a transfer, until the basic annuity unit values are redetermined on the following March 31. Under the monthly income change method and for all transfers to or from the TIAA traditional annuity, your payments will change with the payment due after the first payment valuation date following the transfer date. Switches between the monthly and the annual income change methods will be effective only on March 31. The value of annuity units transferred from a CREF Account under the annual income change method to TIAA is equal to A plus B, where A and B are defined as follows: A. The present value of the payments due after the first payment valuation date following the transfer date continuing to the following April 1, but not longer than such annuity units are payable. B. The present value of one interim annuity unit under the annual income change method multiplied by the number of annuity units, payable beginning on the following May 1 (or the May 1 of the following calendar year if the transfer is effective in April) continuing for as long as such annuity units are payable. B-59 The value of annuity units transferred from a CREF Account under the monthly income change method to TIAA will be equal to the number of annuity units multiplied by the present value of one interim annuity unit under the monthly income change method payable beginning with the payment due after the first payment valuation date following the transfer date continuing for as long as such annuity units are payable. The present values will be calculated assuming interest at an effective annual rate of 4%, and the same mortality assumptions then in use for Participants or beneficiaries converting an accumulation to an income option or method of payment at the age(s) as of the transfer date of the person(s) on whose life (lives) the annuity payments are based. MODIFICATION CREF reserves the right, subject to approval by the Board of Trustees, to modify the manner in which the number and/or value of annuity units is calculated in the future. Any such modification, however, must be approved by the New York State Superintendent of Insurance. INFORMATION ON CHANGES IN THE VALUE OF ANNUITY UNITS Information with respect to the percentage changes in the value of a basic annuity unit over stated periods for each Account providing annuity payments may be provided. This information provides the average annual percentage changes and cumulative percentage changes in the basic annuity unit value of an Account over 1, 5 and 10 year periods commencing on May 1. For Participants who have already begun receiving annuity income as of the March 31 immediately preceding the start of each period, this reflects the growth (or decline) in the value of the basic annuity unit from May 1 as of the start of the stated period to May 1 as of the end of the stated period. The average annual percentage change in the basic annuity unit value is determined according to the following formula: A(1+K)n =B where: A = basic annuity unit value determined as of March 31 for payments due during the twelve month period commencing on B-60 May 1 at the start of the period K = average annual percentage change n = number of years in the period B = basic annuity unit value determined as of March 31 for payments due during the twelve month period commencing on May 1 at the end of the period. The equation is then solved for K to derive the average annual percentage change in the basic annuity unit value over the span of 1, 5 or 10 years. The cumulative percentage change simply reflects the percentage change in the basic annuity unit value, B divided by A minus 1, over such period. Information on changes in the value of a basic annuity unit is set forth below:
AVERAGE ANNUAL CHANGES IN BASIC ANNUITY UNIT VALUE ===================================================================================================================== STOCK GLOBAL GROWTH EQUITY BOND INFLATION- SOCIAL MONEY EQUITIES INDEX MARKET LINKED BOND CHOICE MARKET - --------------------------------------------------------------------------------------------------------------------- Year Ended May 1, 1999 % % % % % % % % - --------------------------------------------------------------------------------------------------------------------- 5 Years ended May 1, 1999 % % % % - --------------------------------------------------------------------------------------------------------------------- 10 Years ended May 1, 1999 % % =====================================================================================================================
CUMULATIVE CHANGE IN BASIC ANNUITY UNIT VALUE ===================================================================================================================== STOCK GLOBAL GROWTH EQUITY BOND INFLATION- SOCIAL MONEY EQUITIES INDEX MARKET LINKED BOND CHOICE MARKET - --------------------------------------------------------------------------------------------------------------------- Year Ended May 1, 1999 % % % % % % % % - --------------------------------------------------------------------------------------------------------------------- 5 Years ended May 1, 1999 % % % % - --------------------------------------------------------------------------------------------------------------------- 10 Years ended May 1, 1999 % % =====================================================================================================================
B-61 The average annual and cumulative changes in the basic annuity unit value of the Global Equities Account since inception in 1992 were ____% and ____%, respectively. The average annual and cumulative changes in the basic annuity unit value for the Growth and Equity Index Accounts since inception in 1994 were ___% and ___%, and ____% and ___%, respectively. The average annual and cumulative changes in the basic annuity unit value of the Bond Market Account since it became a pay-out option on April 1, 1996 were ___% and ___%, respectively. The average annual and cumulative changes in the basic annuity unit value of the Inflation-Linked Bond Account since May 1, 1997 were ____% and ___%, respectively. The average annual and cumulative changes in the basic annuity unit value of the Social Choice Account since inception in 1991 were ___% and ___%, respectively. It is assumed in calculating the annuity unit values that the assets in the annuity funds will increase at a 4% rate of return. Therefore, the above figures reflect the difference between CREF's net earnings rate and the assumed 4% rate. The above figures also reflect all deductions made from the assets of the relevant Account, as well as the annuity fund's mortality experience. CREF's past experience should not be considered a prediction of future changes in annuity unit values. The basic annuity unit value for each annuity fund in each Account is determined as of March 31 of each year, and changes every year on May 1. For current annuity unit values, please contact CREF. DEATH BENEFITS We pay death benefits in the accumulation period using the following methods. Under the unit deposit method of payment, we'll pay a lump-sum to your beneficiary at the end of a 2 - 5- year period during which the accumulation units participate in the experience of the relevant CREF accounts. For this method to be chosen the value of your death benefit must be at least $5,000, unless your CREF certificate specifies a lower minimum. Special rules apply if your spouse is the beneficiary. The minimum distribution annuity method is similar to the minimum distribution annuity income option. The minimum distribution annuity method of payment is available only to beneficiaries who must receive income under the IRC's minimum distribution requirements. Normally, if a beneficiary doesn't start receiving death benefits within a year of your death, we have the option to use the fixed- B-62 period annuity method of payment with a fixed period of five years. PERIODIC REPORTS Prior to the time an entire accumulation has been applied to provide annuity payments, a Participant will be sent a statement each quarter which sets forth the following: (1) Premiums paid during the quarter; (2) the number and dollar value of accumulation units credited to the Participant during the quarter and in total in each Account; (3) cash withdrawals from each Account during the quarter; (4) any repurchase or transfer to a funding vehicle other than TIAA or CREF during the quarter, if an amount remains in the Participant's accumulation after those transactions; (5) any transfers between Accounts or between CREF and TIAA during the quarter; and (6) the amount from each Account applied to begin annuity payments during the quarter. CREF also will transmit to Participants, at least semi-annually, reports showing the financial condition of CREF, and a schedule of investments held in each Account in which they have accumulations. VOTING RIGHTS How many votes a Participant can cast on matters that require a vote of Participants will be determined separately for each CREF Account. On the record date, you'll have one vote per dollar of your assets in each Account's accumulation fund, and/or one vote per dollar of the assets underlying your annuity in each Account's annuity fund. Issues that affect all the CREF Accounts in substantially the same way will be voted on by all Participants, without regard to the individual CREF Accounts. Issues that don't affect an Account won't be voted on by the Account. Issues that affect all Accounts, but in which their interests aren't substantially the same, will be voted on separately by each Account. When we use the phrase "majority of outstanding voting securities" in the Prospectus and in this Statement of Additional Information, we mean the lesser of (a) 67 percent of the voting B-63 securities present, as long as the holders of at least half the voting securities are present or represented by proxy; or (b) 50 percent of the outstanding voting securities. Depending on what's being decided, the percentages may apply to CREF as a whole or to any Account(s). If a majority of outstanding voting securities isn't required to decide a question, we'll generally require a quorum of 10 percent of those securities, with a simple majority required to decide the issue. If laws, regulations, or legal interpretations make it unnecessary to submit any issue to a vote, or otherwise restrict Participant voting rights, we reserve the right to act as permitted. GENERAL MATTERS NO ASSIGNMENT OF CERTIFICATES No assignment, pledge, or transfer of a certificate, or of any of the rights or benefits conferred thereunder, may be made and any such action will be void and of no effect, except that spousal transfers on separation or divorce, and the transfer of rights and benefits under an RA certificate to a Participant by an employer under a delayed vesting arrangement, may be permitted. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. CREF reserves the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the conduct of any executor, trustee, guardian, or other third party to whom payment is made. CLAIMS OF CREDITORS Pursuant to CREF's Charter, as enacted by the New York State Legislature, the rights and benefits accruing to Participants or other persons under the certificates generally are exempt from the claims of creditors, subject to any contrary requirements of law. BENEFITS BASED ON INCORRECT INFORMATION If the amounts of benefits provided under a certificate were B-64 based on information that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, appropriate adjustments will be made. PROOF OF SURVIVAL CREF reserves the right to require satisfactory proof that anyone named to receive benefits under a certificate is living on the date payment is due. If this proof is not received after a request in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. CREF maintains audit procedures designed to assure that annuity benefits will be paid to living persons entitled to receive those benefits. If, however, under a survivor annuity option CREF has overpaid benefits because of a death of which it was not notified, subsequent payments will be reduced or withheld until the overpayment has been recovered. CREF reserves the right to pursue any other remedies available to it. STATE REGULATION CREF is subject to regulation by the New York State Superintendent of Insurance ("Superintendent") as well as by the insurance regulatory authorities of certain other states and jurisdictions. CREF must file with the Superintendent both quarterly and annual statements on forms promulgated by the New York State Insurance Department. CREF's books and assets are subject to review and examination by the Superintendent and the Superintendent's agents at all times, and a full examination into the affairs of CREF is made at least every five years. In addition, a full examination of CREF's operations is usually conducted periodically by some other states. CREF is also subject to the requirements of the New York State Not-For-Profit Corporation Law. LEGAL MATTERS All matters of applicable state law pertaining to the certificates, including CREF's right to issue the certificates thereunder, have been passed upon by Charles H. Stamm, Executive B-65 Vice President and General Counsel. Sutherland, Asbill & Brennan LLP, Washington, D.C., has provided advice on certain matters relating to the Federal Securities laws. EXPERTS The financial statements for the year ended December 31, 1998 of CREF incorporated in this Statement of Additional Information by reference have been audited by Ernst & Young LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm, given upon their authority as experts in accounting and auditing. CONSIDERATIONS CONCERNING CREF'S NEW ACCOUNTS AND OPTIONS CONSIDERATIONS FOR EMPLOYERS Over the past several years CREF has added many new Accounts and options that employers should consider adding to their plans. In doing so, employers should keep in mind that the overwhelming majority of Participants and employers view TIAA-CREF very favorably. Ninety-six percent of the Participants who responded to a survey conducted in 1995 by an independent organization expressed overall satisfaction with TIAA-CREF and said that they would recommend TIAA-CREF to a colleague. Ninety-four percent of these Participants said that given the choice between TIAA-CREF and other companies, they would choose TIAA-CREF again (63% would definitely choose TIAA-CREF and 31% would probably do so.) Employer satisfaction is evidenced by the fact that, based on the best available data, a majority of the employers with TIAA-CREF retirement plans had not found it necessary to add other funding vehicles to their plans as of January 1, 1997. The new demands placed on administrators by CREF's new options make the support and services received by administrators from the company funding their plans essential. Along with the new options, CREF offers employers the pension expertise and high level of services they have come to rely on, and to find new ways to help plan administrators do their jobs in an increasingly complex environment. Services currently provided by TIAA-CREF Individual & Institutional Services, Inc. include: (1) counseling on retirement plans and planning including recommendations regarding allocation of assets (for administrators, Participants B-66 and retirees) by professional counselors rather than by commissioned salespeople; (2) services for Participants such as annual Annuity Benefit Reports, quarterly transaction reports, newsletters and other publications about retirement planning, pre-retirement seminars, individual counseling, a Participant Information Center, and 24-hour toll-free numbers for Participant transactions and inquiries; and (3) services for plan administrators such as assistance in plan design and operation, branch offices throughout the country, publications, staff meetings, videos, tax-deferred annuity software to help administrators calculate the maximum amount of salary a Participant may tax-defer, and non-discrimination software to help administrators evaluate their plans. CONSIDERATIONS FOR PARTICIPANTS Variety of Investment Accounts. The growing family of CREF Accounts is designed to provide additional investment options for Participants who want to diversify their accumulations. Most experts recommend diversification as a good strategy for retirement investing, both because a diversified portfolio offers a degree of safety from the volatility of specific markets, and because it allows the investor to benefit from the potential for growth in several different types of investments. Since the Bond Market, Inflation-Linked Bond, and Social Choice Accounts invest at least some of their portfolios in fixed-income securities, Participants should be aware that statistics compiled by Ibbotson Associates, Inc. confirm that historically bonds have experienced less volatility than common stocks and greater returns than money market instruments. However, these relationships may differ, based on market conditions or other factors, over the short-term or even over the long-term. Fluctuations in interest rates can have a significant effect on the Bond Market and Inflation-Linked Bond Accounts' performance. Furthermore, although past performance is no guarantee of future results, stocks have outperformed bonds over the long-term. Many experts recommend taking a long-term view with retirement investments. The Stock Account may be appropriate for people who have a longer time until retirement and think that stocks will perform well over time. The Stock Account can also be a good choice for anyone who wants to complement other holdings in guaranteed products. Many Participants choose only the Stock Account for their equity investments. The Account is the largest singly managed stock account in the world based on assets under management. The Global Equities Account may be appropriate for Participants who are interested in the opportunities offered by overseas B-67 markets and the potential growth of foreign economies. We recommend that those who already have substantial allocations to the Stock Account consider putting some of their accumulations in the Global Equities Account to diversify and enhance growth potential. Over the long-term, the international component of the Stock Account has added additional diversification, helped reduce volatility and helped the Account generate high long-term returns. (Past performance is no guarantee of future results.) Studies by Morgan Stanley Capital International show that during recent years, many of the top performing equity markets were overseas. During the period from 1984 to 1995, the non-U.S. share of the world's total equity market capitalization has risen significantly. Many people feel that a great deal of the world's economic expansion over the next several decades will be overseas-particularly as less developed nations come into their own. The Global Equities Account will be especially attractive to those who agree, and who plan to hold investments in the Account for long periods. Foreign capital markets have grown rapidly in the past two decades, with Japan, Germany and others increasing their share of the world's equity investments. Emerging markets can also provide important investment opportunities. However, many overseas markets have only recently begun to attract international investment, so less is known about their long-term patterns than about domestic markets and there has been extreme recent volatility in certain Asian markets. Like the other Accounts, the Global Equities Account offers the advantages of diversification. In particular, since domestic and foreign markets sometimes move in different cycles, overseas investments can help offset declines in American markets, and vice versa. In addition, because the Global Equities Account's investments are spread throughout the world, the Account is less dependent on the economic situation in any single country than the Stock Account is. The Global Equities Account may interest investors who are willing to assume more risk to seek faster growth, since generally the Account will have a larger percentage of its portfolio actively managed than the Stock Account does. Some may believe that the Global Equities Account can help them keep pace with or exceed inflation. Although the Account may invest in bonds and money market instruments, we expect that the percentage of debt securities generally will be low. B-68 The Global Equities Account is managed by the same people that manage the Stock Account--TIAA-CREF Investment Management, LLC. They have acquired expertise in international investment through careful research and cultivating local contacts. The Account's investment staff are experts in analyzing economic trends and evaluating corporate performance. They are fully conversant with the policies and practices of many nations, including their investor demographics and risk tolerance. There are extra costs to doing business overseas, which are reflected in the Global Equities Account's expense charges. The Growth Account might be appropriate for people who believe that there are significant value or growth opportunities in the stock market over the long-term if one is willing to take some additional risk. People who have a longer time until retirement, or want to balance a portfolio of more conservative investments, should consider this Account. The Equity Index Account might be attractive to Participants who believe that the U.S. stock market overall will perform as well as or better over time than active selection of stocks or a combination of U.S. and foreign stocks (like the Stock or Global Equities Account) with less variability and risk. The Equity Index Account invests substantially all of its assets in stocks included in the Russell 3000 Index. A stock's presence in the Russell 3000 doesn't mean that Frank Russell Company believes that it's an attractive investment. The Frank Russell Company isn't responsible for any literature about any CREF account, and makes no representations or warranties about its content. The Bond Market Account may be appropriate for Participants who want to diversify their retirement savings beyond stock and money market instruments, and for those who think that bonds and other fixed-income securities are a good investment for the accumulation of retirement savings. It is expected that the Bond Market Account's total return will be relatively stable when interest rates are stable and will experience variability when interest rates rise or fall. The Inflation-Linked Bond Account may be appropriate for Participants who want their retirement investments to keep pace with inflation and are less concerned with earning a high real rate of return over and above the rate of inflation. Anyone who wants to invest conservatively and preserve his or her capital, perhaps because he or she is close to retirement age or in the B-69 pay-out phase of retirement investing, should consider this Account. During the accumulation phase, the Account can serve as a useful tool for diversifying assets, since the performance of the Account's underlying investments most likely will not directly correlate with movements in stocks and will not highly correlate with movements in conventional bonds. Inflation-linked bonds may also be an appropriate complement to a portfolio consisting of both stocks and conventional bonds in certain economic conditions such as when movements in stocks and conventional bonds are correlated. Since individual inflation-linked bonds pay a predictable interest rate over the Consumer Price Index, moreover, they may also track inflation more directly year by year than investments in real estate. The Account may also serve as an effective annuity pay-out vehicle, by helping annuitants preserve the spending power of their income under a variety of economic conditions. Ideally, this Account should be viewed as another relatively stable component in a diversified retirement portfolio that includes both stock and other investments that can help combat the effects of inflation and provide growth in assets. It should be noted, however, that the price of inflation-indexed bonds are influenced by competition from other investment opportunities available at any given time and that inflation-linked bonds would have underperformed stocks by a wide margin over the last twenty years. The threat of inflation is of particular concern to retirees who may have limited sources of income, leaving them particularly vulnerable if the cost of living rises sharply. For example, a person retiring at the end of 1978 would have experienced an almost 40% decline in the dollar's purchasing power over the next three years (based on changes in the Consumer Price Index). Although we haven't experienced periods of high inflation recently, we could again. And even low to moderate inflation over long periods will affect the value of one's accumulation or pay-out amounts. U.S. Treasury Inflation-Indexed Securities (TIIS) were modeled after inflation-indexed securities issued by the Canadian Government in 1991. TIIS are generally more immediately responsive to inflation than most foreign inflation-linked bonds since typically the indexation lag period is longer (e.g., eight months) for foreign bonds than it is for TIIS (e.g., three months). Inflation-indexed bonds have been available in the United Kingdom (Indexed Gilts) since 1981 and in Canada (Real-Return Bonds) since 1991. They are also available in other countries including Argentina, Australia, Brazil, Israel, Mexico, and Sweden. These B-70 bonds, which are varied in structure, are designed to track the inflation rate in the issuing country. Since that inflation rate may be higher or lower than the U.S. rate and may affect the value of the country's foreign currency relative to the U.S. dollar, we will invest in these foreign issues only when we believe they provide the potential for additional returns without diluting the account's overall inflation protection feature. The principal amount of a TIIS bond is periodically adjusted for inflation using the Consumer Price Index for all Urban Consumers (CPI-U) and interest is paid twice a year. To use a simplified example, if an investor purchased a $1,000 TIIS bond with a fixed annual interest of 3% (payable 1.5% semi-annually), and inflation over the first six months of the bond were 1%, the bond's principal at mid-year would be adjusted to $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 x 1.5%). If inflation during the second half of the year reached 3%, the principal at the end of the year would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 x 1.5%). The method we use to determine the inflation-adjusted principal is somewhat more complex than the example illustrates. Participants who want to invest in an Account with socially conscious investment criteria could consider the Social Choice Account. This Account could also be suitable for people who want an Account that is balanced among stocks, bonds and money market investments, and which might be less volatile than a bond or stock account alone. The Money Market Account may be appropriate for Participants who want to keep up with inflation but are not looking for a high real rate of return (i.e., returns greater than inflation). The Money Market Account may also help diversify stock and bond portfolios. Anyone who is averse to market risk, perhaps because he or she is close to retirement age, should consider this Account. Classic IRAs Since 1976, IRAs have helped millions of people save for retirement on a tax-deferred basis. They are best for people who are eligible to make tax-deductible contributions, and those who feel they will be in a lower tax bracket during retirement. Tax-deductible IRA contributions may be limited or may not be available to an individual who is an active participant in an employer-sponsored retirement plan, unless their modified adjusted gross income falls below certain levels. An individual who is not an active participant may still not be eligible to make a deductible contribution if his or her spouse B-71 is an active participant. Anyone can make after-tax contributions of up to $2,000 per year regardless of income or retirement plan participation. The Classic IRA enables you to rollover funds from almost any kind of retirement plan and consolidate your long term savings with TIAA-CREF, without having to pay taxes on the move. Once you've consolidated your funds with TIAA-CREF, we can help you set up a coordinated program for your retirement resources. Roth IRAs Roth IRAs were introduced in 1998. Subject to income limitations, you can rollover, or convert, funds from a Classic IRA directly to a Roth IRA. Subject to income limits, you can also rollover funds from eligible tax-deferred retirement plans, but the funds must first be rolled over to a Classic IRA, and subsequently rolled over again, or converted to, a Roth IRA. To roll money into a Roth IRA, you must first pay taxes on earnings and on tax-deductible contributions. Such a move may be beneficial to individuals seeking tax-free investment earnings and/or freedom from minimum distribution requirements, but the decision hinges on your tax situation, investment orientation and other factors. We can provide information to help you decide whether this is the best course of action, and in general, to help you select the investment and savings products best suited to your goals. The deadline for making annual contributions to a Classic IRA or a Roth IRA for 1998 is April 15, 1999. You can also rollover money to the CREF Classic IRA and decide whether you want to contribute to a Roth IRA at a later date. You are only eligible to rollover amounts from a Classic IRA to a Roth IRA if, for the year of the rollover, your adjusted gross income is $100,000 or less. The same limit applies to married individuals filing jointly and to single taxpayers, and the limit is not indexed to cost-of-living adjustments. Other restrictions may apply as well. In its advertisements, CREF may compare the Classic and Roth IRAs and discuss which individuals can best benefit from each product. It may also discuss the advantages and disadvantages of converting into Roth IRAs from a traditional IRA. CREF may also use charts to illustrate possible allocations of investments among the CREF Accounts for Participants in different B-72 financial situations. We may also use certain testimonials and list participating institutions. EMPLOYER PLANS. Participants should take into account the particular terms of the retirement plan at their employing institution. Our advertisements and other sales materials may provide information about these plans and discuss the specific terms of an institution's plan. INDEPENDENT SURVEYS. Customer service may be an important consideration for Participants. In its advertisements CREF may report the results of surveys conducted by independent agencies regarding customer service. MARKET TIMING. Participants should be aware of the risk which arises whenever Participants engage in market timing. Market timing is an investment technique whereby amounts are transferred from one category of investment to another based upon a perception of how each of those categories of investments will perform relative to the others at a particular time. Participants who engage in market timing either between CREF Accounts or between an Account and another company run the risk that they may transfer out of a type of investment with a rising market value or transfer into a type of investment with a falling market value. CREF does not endorse the practice of market timing in general or any particular provider of such services. ECONOMIC CONDITIONS. We may also discuss in advertisements and sales literature general economic and/or market conditions which may impact investments in variable annuities. TAXES AND ECONOMIC TRENDS. Participants should consider the effects of changes in federal income tax rates on their investment decisions. Investments with tax-deferred earnings, or that accept pre-tax contributions, might be more attractive when tax rates rise. Overall economic trends can also affect an investment decision; for example, when interest rates are low, Participants may prefer investments in equities that offer greater growth potential. FEDERAL INCOME TAXES As a result of recent legislation, as of January 1, 1998, CREF is no longer exempt from federal income tax. CREF believes, however, that this change should not cause CREF to incur any material federal income tax liability. B-73 With limited exceptions, the CREF certificates and contracts are designed as annuity contracts under section 72 of the Internal Revenue Code. 403(b) PLANS CREF certificates and contracts may be used as funding vehicles for retirement plans set up under section 403(b) of the IRC, under which total annual contributions to section 403(b) annuities can't exceed the lesser of (a) $30,000; (b) 25 percent of your compensation; or (c) your "maximum exclusion allowance." Your maximum exclusion allowance is generally 20 percent of your compensation multiplied by your years of service with your employer, less certain prior tax- deferred retirement plan contributions. You usually can exclude salary reduction contributions of up to $10,000 from your gross taxable income and certain employees may exclude up to $13,000. Contact your tax advisor for more information. 401(a), 403(a) AND 401(k) PLANS CREF RA and GRA, certificates and contracts are also used as funding vehicles for 401(a) and 403(a) retirement plans. CREF GRA and GSRA certificates are available for 401(k) plans. Employer contributions to all current defined contribution plans of the employer meeting the requirements of IRC section 401(a) and 403(a) can't exceed an annual contribution limit of $30,000 or 25 percent of compensation, whichever is less. INDIVIDUAL RETIREMENT ANNUITIES IRC sections 408 and 408A permit eligible individuals to make direct contributions to Classic and Roth IRAs, respectively. The amount you can contribute to an IRA (other than an Education IRA) is currently limited to $2,000 per year. If you contribute to both a Classic IRA and a Roth IRA in the same year, your aggregate limit is $2,000 for the year. The IRC doesn't limit the amount you can rollover to the Classic or the Roth IRA. IRC section 408 permits funds from certain qualified retirement plans or IRAs to be rolled over to the Classic IRA without losing their tax-deferred status. IRC section 408A, however, only permits rollovers to a Roth IRA from another IRA. This means that in order to move funds held in a retirement plan to a Roth IRA, they must first be rolled over to a Classic IRA, and then to a Roth IRA. Although funds rolled over to a Roth IRA from another IRA are subject to taxation, they may grow on a tax- B-74 deferred basis. CREF IRAs can accept only cash transfers. All noncash assets must therefore be liquidated prior to being transferred to us. You also must meet certain income level requirements to make contributions to the Roth IRA or, if you or your spouse is an active participant in an employer sponsored retirement plan, tax-deductible contributions to the Classic IRA. If you are married and file a joint tax return with your spouse and make a combined adjusted gross income of $150,000 or less a year, you can make annual contributions of up to $2,000 to a Roth IRA. If you are single and make an adjusted gross income of $95,000 or less a year, you are also eligible to make contributions of up to $2,000 to a Roth IRA. You can contribute a lower amount if you are married and file jointly and your combined adjusted gross income is between $150,000 and $160,000 a year, or if you are single and your adjusted gross income is between $95,000 and $110,000 a year. You can convert an existing IRA to a Roth IRA if your adjusted gross income is $100,000 or less. If you are married and file a joint tax return with your spouse and make a combined adjusted gross income of $51,000 or less a year, or you are single and make an adjusted gross income of $31,000 or less a year, you can make tax-deductible contributions of up to $2,000 a year to a Classic IRA for 1999. You can contribute a lesser amount if your adjusted gross income is between $51,000 and $61,000 if you are married and file jointly or if your adjusted gross income is between $31,000 and $41,000 if you are single. Different income based eligibility rules apply if you are not an active participant in an employer sponsored retirement plan but you have a spouse who is an active participant in an employer sponsored retirement plan. You can revoke an IRA up to 7 days after you establish it. Contact your tax advisor for more tax information on IRAs. EARLY DISTRIBUTIONS If you want to withdraw funds or begin income from any 401(a), 403(a) or, 403(b) retirement plan or an IRA before you reach age 59 1/2, you may have to pay an extra 10 percent "early distribution" tax on the taxable amount. However, you won't have to pay an early distribution tax on any part of a withdrawal if: (1) the distribution is because you are disabled; (2) you separated from your job at or after age 55 and take your withdrawal after that (not applicable to IRAs); B-75 (3) you begin annuity income consisting of a series of regular substantially equal payments (at least annually) over your lifetime or life expectancy or the joint lives or life expectancies of you and your beneficiary; (4) you have medical expenses in excess of 7 1/2 percent of your adjusted gross income and the withdrawal is less than or equal to your expenses; (5) you are required to make a payment to someone besides yourself under a Qualified Domestic Relations Order (not applicable to IRAs); (6) for IRAs only, you are unemployed (as defined in the IRC) and you use the distribution to pay certain health insurance premiums for yourself, your spouse or your dependents; (7) for IRAs only, distributions that do not exceed certain qualified higher education expenses of the individual, the individual's spouse, or the child or grandchild of the individual or individual's spouse; or (8) for IRAs only, distributions to an individual (up to $10,000) for qualified first time purchases of a principal residence. If you die before age 59 1/2, your beneficiary(ies) won't have to pay the early distribution penalty. Current federal tax law restricts the availability of cash withdrawals and annuity payments from any part of your accumulation under salary reduction agreements (including earnings, if any). These restrictions apply only to amounts (and earnings, if any) credited after December 31, 1988. These withdrawals and annuity payments are available only if you reach age 59 1/2, leave your job, become disabled, or die. If your employer's plan permits, you may also be able to take a cash withdrawal if you encounter hardship, as defined by the IRS, but hardship withdrawals can be from contributions only, generally not investment earnings. In addition, certain 401(k) plans permit distributions of elective deferral amounts upon termination of the plan provided the employer does not establish or maintain another defined contribution plan. These restrictions don't apply to withdrawals from an IRA. B-76 ADDITIONAL INFORMATION A Registration Statement has been filed with the Securities and Exchange Commission, under the 1933 Act, with respect to the certificates discussed in the Prospectus and in this Statement of Additional Information. Not all of the information set forth in the Registration Statement, amendments and exhibits thereto has been included in the Prospectus or this Statement of Additional Information. Statements contained herein concerning the contents of the certificates and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the Commission. FINANCIAL STATEMENTS The audited financial statements for all of the CREF accounts are incorporated by reference from the Annual Report to Participants. CREF will furnish you, without charge, another copy of the report on request. Write to College Retirement Equities Fund, 730 Third Avenue, New York, N.Y. 10017, Attention: Central Services, or call 1 800 842-2733, extension 5509. B-77 PART C - OTHER INFORMATION Item 28. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS The following Financial Statements for the Stock Account of the College Retirement Equities Fund ("CREF") are incorporated into Part B of this Registration Statement by reference from pages through of the Annual Report to Participants in the Stock Account dated December 31, 1998, as filed with the Commission pursuant to Rule 30b2-1 under the Investment Company Act of 1940 on February , 1999 (Accession No. ): Page Report of Management Reponsibility........................................... Report of Independent Auditors............................................... Audited Financial Statements: Statement of Assets and Liabilities................................. Statement of Operations............................................. Statement of Changes in Net Assets.................................. Notes to Financial Statements....................................... Statement of Investments............................................ The following Financial Statements for the Money Market, Bond Market, Inflation-Linked Bond, Social Choice, Global Equities, Growth, and Equity Index Accounts of CREF are incorporated into Part B of this Registration Statement by reference from pages through of the Annual Report to Participants in the Money Market, Bond Market, Inflation-Linked Bond, Social Choice, Global Equities, Growth, and Equity Index Accounts dated December 31, 1998, as filed with the Commission pursuant to Rule 30b2-1 under the Investment Company Act of 1940 on February , 1999 (Accession No. ): Page Report of Management Responsibility.......................................... Report of Independent Auditors............................................... C-1 Audited Financial Statements: Statements of Assets and Liabilities................................ Statements of Operations............................................ Statements of Changes in Net Assets................................. Notes to Financial Statements....................................... Statements of Investments-- Money Market Account....................................... Bond Market Account........................................ Inflation-Linked Bond Account.............................. Social Choice Account...................................... Global Equities Account.................................... Growth Account............................................. Equity Index Account....................................... (b) EXHIBITS (1) Not Applicable (2) (a) Charter of CREF (as amended) (b) Constitution of CREF (as amended) 2 (c) Bylaws of CREF (as amended) (3) (a) Custodial Services Agreement with The Chase Manhattan Bank, N.A. (b) Custodian Services Agreement with Bankers Trust Company (as amended) (c) Indenture Agreement Between CREF and Canada Permanent Trust Company (d) Custodial Services Agreement Between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (e) Custodial Services Agreement Between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (Bond Market Account) (f) Custodial Services Agreement Between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (Social Choice Account) C-2 (g) Custodial Services Agreement Between CREF and Bank of New York (Inflation- Linked Bond Account) 1 (4) Not applicable (5) Principal Underwriting and Administrative Services Agreement Between CREF and TIAA-CREF Individual & Institutional Services, Inc. (as amended) * (6) (a) Retirement Unit-Annuity Certificate (b) Supplemental Retirement Unit-Annuity Certificate (c) (i) Group Supplemental Retirement Unit- Annuity Contract (ii) Group Supplemental Retirement Unit- Annuity Certificate (d) (i) Group Retirement Annuity Contract (including Specimen of Group Retirement Unit-Annuity Certificate and Agreement with Trustee) (ii) Form of Election Agreement between CREF and Employer (for Group Retirement Annuity Contract) (iii) Group Retirement Unit-Annuity Contract (for use in Oregon) (iv) Group Retirement Unit-Annuity Certificate (for use in Oregon) (e) Rollover Individual Retirement Unit- Annuity Certificate (f) The Following Certificates representing CREF Income Options: (i) Life Unit-Annuity (ii) Life Unit-Annuity with Minimum Guaranteed Period (iii) Last Survivor Life Unit-Annuity (iv) Joint and Survivor Life Unit- Annuity (v) Last Survivor Life Unit-Annuity with Minimum Guaranteed Period (vi) Joint and Survivor Life Unit- Annuity with Minimum Guaranteed Period (vii) Unit-Annuity Certain (viii)Minimum Distribution Option (g) Accumulation-Unit Deposit Certificate (payable as a death benefit only) (h) (i) Endorsement to in-force Supplemental Retirement Unit- Annuity Certificates (reflecting addition of Global Equities Account C-3 and IRC Withdrawal Restrictions) (ii) Endorsement to in-force Supplemental Retirement Unit- Annuity Certificates (reflecting addition of Minimum Distribution Annuity) (iii) Endorsement to new issues of the Supplemental Retirement Unit- Annuity Certificate (reflecting addition of Money Market, Bond Market, Social Choice, and Global Equities Accounts, Deletion of a CREF Account or Unit-Annuity, transfers to CREF or TIAA, addition of Minimum Distribution Annuity, addition of Spouse's Rights to Benefits, and IRC Withdrawal Restrictions) (i) (i) Endorsement to in-force Retirement Unit-Annuity Certificates (reflecting addition of Global Equities Account and IRC Withdrawal Restrictions) (ii) Endorsement to in-force Retirement Unit-Annuity Certificates (reflecting addition of Minimum Distribution Annuity and availability of Unit-Annuity for a Fixed Period) (iii) Endorsement to new issues of the Retirement Unit-Annuity Certificate (reflecting addition of Money Market, Bond Market, Social Choice and Global Equities Accounts, deletion of CREF Account or Unit- Annuity, availability of transfers to Approved Funding Vehicles, Cash Withdrawals, availability of Unit- Annuity for a Fixed Period, Right to Split Certificate, addition of Minimum Distribution Annuity, addition of Spouse's Rights to Benefits, and IRC Withdrawal Restrictions) (j) (i) Endorsement to in-force Group Supplemental Retirement Unit- Annuity Certificates (reflecting addition of the Global Equities Account) (ii) Endorsement to in-force and some new issues of the Group C-4 Supplemental Retirement Unit- Annuity Certificate (reflecting addition of Minimum Distribution Annuity) (iii) Endorsement to new issues of the Group Supplemental Retirement Unit- Annuity Certificate (reflecting addition of the Global Equities Account, and deletion of a CREF Account or Unit-Annuity and addition of the Minimum Distribution Annuity) (iv) Endorsement to Group Supplemental Retirement Unit-Annuity certificates for 401(k) retirement plans (reflecting annuity starting date, availability of lump-sum benefits and IRC Withdrawal Restrictions) (k) (i) Endorsement to in-force Group Retirement Unit-Annuity Certificates Issued on or After 3/1/91 (reflecting addition of the Global Equities Account) (ii) Endorsement to in-force Group Retirement Unit-Annuity Certificates Issued Before 3/1/91 (reflecting addition of the Global Equities Account and IRC Withdrawal Restrictions) (iii) Endorsement to in-force Group Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution Annuity and availability of Annuity for a Fixed Period) (iv) Endorsement to in-force Group Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution Annuity, availability of Annuity for a Fixed Period and IRC Withdrawal Restrictions) (l) Endorsement to new issues of Retirement Unit-Annuity Certificates and Supplemental Retirement Unit-Annuity Certificates (reflecting restatement of accumulation unit value on 12/21/86 and inclusion of net dividend income in value of accumulation unit beginning 1/1/87) (m) Endorsement to new and in-force issues C-5 of CREF Retirement Unit-Annuity Certificates, Supplemental Retirement Unit-Annuity Certificates, Group Retirement Unit-Annuity Certificates, Group Supplemental Retirement Unit-Annuity Certificates, Rollover IRA Certificates, Minimum Distribution Annuity Certificates and Accumulation-Unit Deposit Certificates (reflecting addition of the Growth Account and the Equity Index Account) (n) Endorsement to Group Retirement Unit- Annuity Certificates (reflecting addition of Social Choice Account payout option) (o) Endorsement to CREF Certificates (reflecting yearly transfer to Minimum Distribution Annuity Certificate) (p) Endorsement to CREF Certificates (reflecting allocation and transfer options, CREF's right to split certificate, and CREF's right to delete Bond Market or Social Choice Account or to stop providing Unit-Annuities thereunder) (q) (i) Endorsement to in-force Minimum Distribution Annuity Certificates (non-cashable) (reflecting addition of the Global Equities Account) (ii) Endorsement to new issues of the Minimum Distribution Annuity Certificate (non-cashable) (reflecting addition of the Global Equities Account, definition of Annuity Unit, and deletion of a CREF account or Unit-Annuity) (r) (i) Endorsement to in-force Minimum Distribution Annuity Certificates (cashable) (reflecting addition of the Global Equities Account) (ii) Endorsement of new issues of Minimum Distribution Annuity Certificates (cashable)(reflecting addition of the Global Equities Account, definition of Annuity Unit, and deletion of a CREF Account or Unit-Annuity) (s) Endorsement to new issues of Unit-Annuity Certificates (reflecting addition of the Global Equities Account and deletion of a Unity-Annuity) C-6 (t) (i) Endorsement to Retirement Unit- Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax- Free Rollover) 1 (ii) Endorsement to Supplemental Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) (iii) Endorsement to Rollover Individual Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) 1 (iv) Endorsement to Group Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) 1 (v) Endorsement to Group Supplemental Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) 1 (vi) Endorsement to Minimum Distribution Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account) 1 (vii) Endorsement to CREF Unit-Annuity Certificates (reflecting addition of the Inflation-Linked Bond Account) 1 (viii)Endorsement to CREF Accumulation-Unit Deposit Certificate (reflecting addition of the Inflation-Linked Bond Account) 1 (ix) Endorsement to Group Supplemental Retirement Annuity Certificate (for participants in the Alternative Plan to Social Security) 1 (7) (a) (i) Application for Retirement Unit- Annuity Contracts (ii) Application for Retirement Unit- Annuity Contracts (for retirement plans not covered by ERISA) (b) (i) Application for Supplemental Retirement Annuity Contracts (ii) Application for Supplemental Retirement Annuity Contracts (for C-7 retirement plans not covered by ERISA) (c) (i) Application for Institutionally Owned Retirement Annuity Contracts (ii) Applications for Institutionally Owned Retirement Annuity Contracts with Delayed Vesting (iii) Application for Institutionally Owned Retirement Annuity Contracts with Delayed Vesting (for retirement plans not covered by ERISA) (iv) Application for Group Retirement Unit-Annuity Contract in Oregon (d) (i) Enrollment Form for Group Retirement Annuity Certificates (ii) Enrollment Form for Group Retirement Annuity Certificates (for retirement plans not covered by ERISA) (e) Application for Rollover Individual Retirement Annuity Contracts (f) Application for Retirement Annuity Contracts Under a Registered Pension Plan (RPP) (ii) Application for Retirement Annuity Contracts under a Registered Retirement Savings Plan (RRSP) in Canada (g) Applications for Annuity Benefits (h) (i) Enrollment Form for Group Supplemental Retirement Annuity Certificates (ii) Enrollment Form for Group Supplemental Retirement Annuity Certificates (for retirement plans not covered by ERISA) (i) (i) Enrollment Form for Institutionally Owned Group Retirement Annuity Certificates with Delayed Vesting (ii) Enrollment Form for Institutionally Owned Group Retirement Annuity Certificates with Delayed Vesting (for retirement plans not covered by ERISA) (j) (i) Enrollment Form for Two Sets of Group Retirement Annuity Certificates -- One Set Providing for Delayed Vesting (ii) Enrollment Form for Two Sets of C-8 Group Retirement Annuity Certificates -- One Set Providing for Delayed Vesting (for retirement plans not covered by ERISA) (k) (i) Enrollment Form for Two Sets of Group Retirement Annuity Certificates (ii) Enrollment Form for Two Sets of Group Retirement Annuity Certificates (for retirement plans not covered by ERISA) (8) Not Applicable (9) None (10) (a) CREF Deferred Compensation Plan for Non- Officer Trustees (b) TIAA-CREF Non-Employee Trustee and Member Deferred Compensation Plan (11) Investment Management Services Agreement Between CREF and TIAA-CREF Investment Management, LLC (as amended) * (12) (a) Consent of Charles H. Stamm, Esquire * (b) Consent of Sutherland, Asbill & Brennan, L.L.P. * (13) (a) Consent of Ernst & Young LLP * (14) None (15) (a) Contribution Agreement between CREF and TIAA (for Money Market Account) (b) Seed Money Agreement between CREF and TIAA (for Global Equities Account) (c) Seed Money Agreement between CREF and TIAA (for Equity Index and Growth Accounts) (d) Seed Money Agreement between CREF and TIAA (for Inflation-Linked Bond Account) 1 (16) Schedules for Computation of Performance Quotations * (17) Financial Data Schedules * - ---------------------------- * To be filed by subsequent post-effective amendment. 1 Previously filed in Post-Effective Amendment No. 26 to Form N-3 dated February 11, 1997 (File No. 33-480) and incorporated herein by reference. 2 Previously filed in Post-Effective Amendment No. 29 to Form N-3 dated April 24, 1998 (File No. 33-480) and incorporated C-9 herein by reference. Item 29. DIRECTORS AND OFFICERS OF THE INSURANCE COMPANY Not Applicable. Item 30. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE INSURANCE COMPANY OR REGISTRANT Not Applicable. Item 31. NUMBER OF CONTRACTOWNERS As noted above, CREF is a membership corporation, consisting of seven members (known as CREF's Board of Overseers). As of December 31, 1998, there were approximately individuals and institutions holding CREF certificates, including approximately individuals receiving annuity benefits. Item 32. INDEMNIFICATION Overseers, trustees, officers and employees of CREF may be indemnified against liabilities and expenses incurred in such capacity pursuant to Article Five of CREF's bylaws (see Exhibit (2)(b)). Article Five provides that, to the extent permitted by laws, CREF will indemnify any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was an overseer, trustee, officer or employee of CREF or, while an overseer, trustee, officer or employee of CREF, served any other organization in any capacity at CREF's request. Article Five also provides, however, that no person shall be indemnified for any liabilities or expenses arising by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of office. In addition, it provides that no person shall be indemnified unless such person acted in good faith and in the reasonable belief that such action was in the best interests of CREF and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe the conduct was unlawful. Article Five provides reasonable and fair means for determining whether any person is entitled to indemnification. If certain conditions are met, CREF may pay liabilities or expenses in advance of the final disposition of the action, suit or proceeding. No indemnification payment may be made unless a notice concerning the payment has been filed with the New York State Superintendent of Insurance. CREF has in effect an insurance policy that will indemnify its overseers, trustees, officers and employees for liabilities arising from certain forms of conduct. C-10 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to overseers, trustees, and officers of CREF, pursuant to the foregoing provision or otherwise, CREF has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by an overseer, trustee, or officer in the successful defense of any action, suit or proceeding) is asserted by an overseer, trustee, or officer in connection with the securities being registered, CREF will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in that Act and will be governed by the final adjudication of such issue. Item 33. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER Investment advisory services for CREF's investment accounts are provided by TIAA-CREF Investment Management, LLC ("Investment Management"). In this connection, Investment Management is registered as an investment adviser under the Investment Advisers Act of 1940. The business and other connections of Investment Management's officers are listed in Schedules A and D of Form ADV as currently on file with the Commission (File No. 801-38029), the text of which is hereby incorporated by reference. Item 34. PRINCIPAL UNDERWRITER (a) Not Applicable. (b) TIAA-CREF Individual & Institutional Services, Inc. ("Services") may be considered the principal underwriter for the CREF Accounts. The officers of Services and their positions and offices with Services and the Registrant are listed in Schedule A of Form BD as currently on file with the Commission (File No. 8-44454), text of which is hereby incorporated by reference. Item 35. LOCATION OF ACCOUNTS AND RECORDS All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder will be maintained at CREF's home office, 730 Third Avenue, New York, New York 10017, and at other CREF offices located at 750 Third Avenue and 485 Lexington Avenue, both in New York, New York 10017. In addition, certain C-11 duplicated records are maintained at Pierce Leahy Archives, 64 Leone Lane, Chester, New York 10918. Item 36. MANAGEMENT SERVICES Not Applicable. Item 37. UNDERTAKING (a) CREF undertakes that it will file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. (b) CREF undertakes that it will include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information. (c) CREF undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under Form N-3 promptly upon written or oral request. REPRESENTATION UNDER RULE 6C-7 The undersigned registrant hereby represents that Rule 6c-7 under the Investment Company Act of 1940 is being relied on and that the provisions of paragraphs (a)-(d) of Rule 6c-7 are being complied with. REPRESENTATION CONCERNING NO-ACTION LETTER ISSUED TO ACLI CREF represents that the No-Action Letter issued by the Staff of the Division of Investment Management on November 28, 1988 to the American Council of Life Insurance is being relied upon, and that the requirements for entities relying on that no-action position, itemized (1) through (4) in that Letter have been complied with. Representation regarding reasonableness of fees CREF represents that the fees and charges deducted under the Certificates, in the aggregate, are reasonable in relation to the services rendered the expenses expected to be incurred, and the risks assumed by CREF. C-12 SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, College Retirement Equities Fund has caused this Registration Statement to be signed on its behalf, in the City of New York and State of New York on the 19th day of February, 1999. COLLEGE RETIREMENT EQUITIES FUND By: /s/ PETER C. CLAPMAN ------------------------------ Peter C. Clapman Senior Vice President and Chief Counsel, Investments As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ JOHN H. BIGGS Chairman of the Board, 2/19/99 - ----------------------- President, and Chief Executive John H. Biggs Officer (Principal Executive Officer) /s/ MARTIN L. LEIBOWITZ Vice Chairman, Chief Investment 2/19/99 - ----------------------- Officer, and Trustee (Principal Martin L. Leibowitz Investment Officer) /s/ RICHARD L. GIBBS Executive Vice President 2/19/99 - ----------------------- (Principal Financial and Richard L. Gibbs Accounting Officer) C-13
SIGNATURE OF TRUSTEE DATE SIGNATURE OF TRUSTEE DATE /s/ Robert H. Atwell 2/19/99 /s/ Bevis Longstreth 2/19/99 - -------------------------- --------------------------- Robert H. Atwell Bevis Longstreth /s/ Elizabeth E. Bailey 2/19/99 /s/ Robert M. Lovell, Jr. 2/19/99 - -------------------------- --------------------------- Elizabeth E. Bailey Robert M. Lovell, Jr. /s/ Joyce A. Fecske 2/19/99 - -------------------------- --------------------------- Joyce A. Fecske Stephen A. Ross /s/ Edes P. Gilbert 2/19/99 /s/ Eugene C. Sit 2/19/99 - -------------------------- --------------------------- Edes P. Gilbert Eugene C. Sit /s/ Stuart Tse Kong Ho 2/19/99 /s/ Maceo K. Sloan 2/19/99 - -------------------------- --------------------------- Stuart Tse Kong Ho Maceo K. Sloan /s/ Nancy L. Jacob 2/19/99 /s/ David K. Storrs 2/19/99 - -------------------------- --------------------------- Nancy L. Jacob David K. Storrs /s/ Majorie Fine Knowles 2/19/99 /s/ Robert W. Vishny 2/19/99 - -------------------------- --------------------------- Marjorie Fine Knowles Robert W. Vishny /s/ Jay O. Light 2/19/99 - -------------------------- Jay O. Light
C-14 EXHIBIT INDEX Exhibit Number Description of Exhibit 2 (a) Charter of CREF (as amended) (b) Constitution of CREF (as amended) (c) By Laws of CREF (as amended) 3 (a) Custodial Services Agreement with The Chase Manhattan Bank, N.A. (b) Custodian Services Agreement with Bankers Trust Company (as amended) (d) Custodial Services Agreement Between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (e) Custodial Services Agreement Between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (Bond Market Account) (f) Custodial Services Agreement Between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (Social Choice Account) 5 Principal Undewriting and Administrative Services Agreeement Between CREF and TIAA-CREF Individual & Institutional Services, Inc. (as amended) 6 (a) Retirement Unit-Annuity Certificate (b) Supplemental Retirement Unit-Annuity Certificate (c) (i) Group Supplemental Retirement Unit-Annuity Contract (ii) Group Supplemental Retirement Unit-Annuity Certificate (d) (i) Group Retirement Annuity Contract (including Specimen of Group Retirement Unit-Annuity Certificate and Agreement with Trustee) (ii) Form of Election Agreement between CREF and Employer (for Group Retirement Annuity Contract) (iii) Group Retirement Unit-Annuity Contract (for use in Oregon) (iv) Group Retirement Unit-Annuity Certificate (for use in Oregon) (e) Rollover Individual Retirement Unit-Annuity Certificate (f) The Following Certificates representing CREF Income Options: (i) Life Unit-Annuity (ii) Life Unit-Annuity with Minimum Guaranteed Period (iii) Last Survivor Life Unit-Annuity (iv) Joint and Survivor Life Unit-Annuity (v) Last Survivor Life Unit-Annuity with Minimum Guaranteed Period (vi) Joint and Survivor Life Unit-Annuity with Minimum Guaranteed Period (vii) Unit-Annuity Certain (viii) Minimum Distribution Option (g) Accumulation-Unit Deposit Certificate (payable as a death benefit only) (h) (i) Endorsement to in-force Supplemental Retirement Unit-Annuity Certificates (reflecting addition of Global Equities Account and IRC Withdrawal Restrictions) C-15 (ii) Endorsement to in-force Supplemental Retirement Unit-Annuity Certificates (reflecting addition of Minimum Distribution Annuity) (iii) Endorsement to new issues of the Supplemental Retirement Unit-Annuity Certificate (reflecting addition of Money Market, Bond Market, Social Choice, and Global Equities Accounts, Deletion of a CREF Account or Unit-Annuity, transfers to CREF or TIAA, addition of Minimum Distribution Annuity, addition of Spouse's Rights to Benefits, and IRC Withdrawal Restrictions) (i) (i) Endorsement to in-force Retirement Unit-Annuity Certificates (reflecting addition of Global Equities Account and IRC Withdrawal Restrictions) (ii) Endorsement to in-force Retirement Unit-Annuity Certificates (reflecting addition of Minimum Distribution Annuity and availability of Unit-Annuity for a Fixed Period) (iii) Endorsement to new issues of the Retirement Unit-Annuity Certificate (reflecting addition of Money Market, Bond Market, Social Choice and Global Equities Accounts, deletion of CREF Account or Unit-Annuity, availability of transfers to Approved Funding Vehicles, Cash Withdrawals, availability of Unit-Annuity for a Fixed Period, Right to Split Certificate, addition of Minimum Distribution Annuity, addition of Spouse's Rights to Benefits, and IRC Withdrawal Restrictions) (j) (i) Endorsement to in-force Group Supplemental Retirement Unit- Annuity Certificates (reflecting addition of the Global Equities Account) (ii) Endorsement to in-force and some new issues of the Group Supplemental Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution Annuity) (iii) Endorsement to new issues of the Group Supplemental Retirement Unit-Annuity Certificate (reflecting addition of the Global Equities Account, and deletion of a CREF Account or Unit-Annuity and addition of the Minimum Distribution Annuity) (iv) Endorsement to Group Supplemental Retirement Unit-Annuity certificates for 401(k) retirement plans (reflecting annuity starting date, availability of lump-sum benefits and IRC Withdrawal Restrictions) (k) (i) Endorsement to in-force Group Retirement Unit-Annuity Certificates Issued on or After 3/1/91 (reflecting addition of the Global Equities Account) (ii) Endorsement to in-force Group Retirement Unit-Annuity Certificates Issued Before 3/1/91 (reflecting addition of the Global Equities Account and IRC Withdrawal Restrictions) (iii) Endorsement to in-force Group Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution Annuity and availability of Annuity for a Fixed Period) (iv) Endorsement to in-force Group Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution C-16 Annuity, availability of Annuity for a Fixed Period and IRC Withdrawal Restrictions) (l) Endorsement to new issues of Retirement Unit-Annuity Certificates and Supplemental Retirement Unit-Annuity Certificates (reflecting restatement of accumulation unit value on 12/21/86 and inclusion of net dividend income in value of accumulation unit beginning 1/1/87) (m) Endorsement to new and in-force issues of CREF Retirement Unit-Annuity Certificates, Supplemental Retirement Unit- Annuity Certificates, Group Retirement Unit-Annuity Certificates, Group Supplemental Retirement Unit-Annuity Certificates, Rollover IRA Certificates, Minimum Distribution Annuity Certificates and Accumulation-Unit Deposit Certificates (reflecting addition of the Growth Account and the Equity Index Account) (n) Endorsement to Group Retirement Unit-Annuity Certificates (reflecting addition of Social Choice Account payout option) (o) Endorsement to CREF Certificates (reflecting yearly transfer to Minimum Distribution Annuity Certificate) (p) Endorsement to CREF Certificates (reflecting allocation and transfer options, CREF's right to split certificate, and CREF's right to delete Bond Market or Social Choice Account or to stop providing Unit-Annuities thereunder) (q) (i) Endorsement to in-force Minimum Distribution Annuity Certificates (non-cashable) (reflecting addition of the Global Equities Account) (ii) Endorsement to new issues of the Minimum Distribution Annuity Certificate (non-cashable) (reflecting addition of the Global Equities Account, definition of Annuity Unit, and deletion of a CREF account or Unit-Annuity) (r) (i) Endorsement to in-force Minimum Distribution Annuity Certificates (cashable) (reflecting addition of the Global Equities Account) (ii) Endorsement of new issues of Minimum Distribution Annuity Certificates (cashable)(reflecting addition of the Global Equities Account, definition of Annuity Unit, and deletion of a CREF Account or Unit-Annuity) (s) Endorsement to new issues of Unit-Annuity Certificates (reflecting addition of the Global Equities Account and deletion of a Unity-Annuity) 7 (a) (i) Application for Retirement Unit-Annuity Contracts (ii) Application for Retirement Unit-Annuity Contracts (for retirement plans not covered by ERISA) (b) (i) Application for Supplemental Retirement Annuity Contracts (ii) Application for Supplemental Retirement Annuity Contracts (for retirement plans not covered by ERISA) (c) (i) Application for Institutionally Owned Retirement Annuity Contracts (ii) Applications for Institutionally Owned Retirement Annuity Contracts with Delayed Vesting (iii) Application for Institutionally Owned Retirement Annuity C-17 Contracts with Delayed Vesting (for retirement plans not covered by ERISA) (iv) Application for Group Retirement Unit-Annuity Contract in Oregon (d) (i) Enrollment Form for Group Retirement Annuity Certificates (ii) Enrollment Form for Group Retirement Annuity Certificates (for retirement plans not covered by ERISA) (e) Application for Rollover Individual Retirement (f) Annuity Contracts (g) Authorization to Begin Retirement Income From Retirement Annuities or Group Retirement Annuities (h) (i) Enrollment Form for Group Supplemental Retirement Annuity Certificates (ii) Enrollment Form for Group Supplemental Retirement Annuity Certificates (for retirement plans not covered by ERISA) (i) (i) Enrollment Form for Institutionally Owned Group Retirement Annuity Certificates with Delayed Vesting (ii) Enrollment Form for Institutionally Owned Group Retirement Annuity Certificates with Delayed Vesting (for retirement plans not covered by ERISA) (j) (i) Enrollment Form for Two Sets of Group Retirement Annuity Certificates -- One Set Providing for Delayed Vesting (ii) Enrollment Form for Two Sets of Group Retirement Annuity Certificates -- One Set Providing for Delayed Vesting (for retirement plans not covered by ERISA) (k) (i) Enrollment Form for Two Sets of Group Retirement Annuity Certificates (ii) Enrollment Form for Two Sets of Group Retirement Annuity Certificates (for retirement plans not covered by ERISA) 10 (a) TIAA-CREF Retirement Plan (b) CREF Deferred Compensation Plan for Non-Officer Trustees (c) TIAA-CREF Non-Employee Trustee and Member Deferred Compensation Plan 11 Investment Management Services Agreement 15 (a) Contribution Agreement between CREF and TIAA (for Money Market Account) (b) Seed Money Agreement between CREF and TIAA (for Global Equities Account) (c) Seed Money Agreement between CREF and TIAA (for Equity Index and Growth Accounts) C-18 EX-2.(A) 2 CHARTER OF CREF (AS AMENDED) CERTIFICATE OF AMENDMENT OF THE CHARTER OF COLLEGE RETIREMENT EQUITIES FUND (PURSUANT TO SECTION 803 OF THE NOT-FOR-PROFIT CORPORATION LAW) We, JOHN H. BIGGS and ALBERT J. WILSON, being, respectively, the Chairman, President, and Chief Executive Officer and Secretary of COLLEGE RETIREMENT EQUITIES FUND, hereby certify and set forth: 1. The name of the corporation is COLLEGE RETIREMENT EQUITIES FUND. 2. The charter of said corporation became effective pursuant to Chapter 124 of the Laws of New York of 1952, on the 18th day of March, 1952. 3. COLLEGE RETIREMENT EQUITIES FUND is a corporation as defined by Section 102(a)(5) of the Not-For-Profit Corporation; it is a Type B corporation under Section 201 of said Law; and it shall remain a Type B corporation under Section 201 of said Law. 4. Section 7 of the charter of said corporation which reads as follows: "The corporation hereby formed (a) shall not issue any certificates or contracts providing for the payment of predetermined dollar benefits; (b) shall not issue any certificate or contract to any person by reason of his being an employee in the public school system of the State of New York; (c) shall not invest in any common stocks or shares of any corporation, joint-stock association, or business trust an amount in excess of such percentage, not to exceed ten per cent except with the approval of the insurance department, of voting shares of such institution which would cause any such institution to be controlled by, or become a subsidiary of, the corporation, as defined in the insurance law; provided, however, that the foregoing limitations shall not apply to any investment in any subsidiary corporation engaged in any business lawful under the laws of the jurisdictions in which subsidiaries are organized subject to such limitations as are provided in sections one thousand seven hundred one and one thousand seven hundred eight of the insurance law; and (d) shall not engage in transactions in foreign currency or in contracts for future delivery of, options and other rights to purchase, and options and other rights to purchase contracts for future delivery of, securities eligible for investment, except as provided in a statement of operations as filed in accordance with the procedures under subsection (e) of section four thousand two hundred forty of the insurance law and approved by the superintendent." is hereby amended by deleting subparagraph (b) and redesignating subparagraphs (c) and (d) as (b) and (c), respectively, in order to enable the corporation to provide its products and services to persons who are employees in the public school system of the State of New York. Upon the effective date of the foregoing amendment, Section 7 shall read as follows: "The corporation hereby formed (a) shall not issue any certificates or contracts providing for the payment of predetermined dollar benefits; (b) shall not invest in any common stocks or shares of any corporation, joint-stock association, or business trust an amount in excess of such percentage, not to exceed ten per cent except with the approval of the insurance department, of voting shares of such institution which would cause any such institution to be controlled by, or become a subsidiary of, the corporation, as defined in the insurance law; provided, however, that the foregoing limitation shall not apply to any investment in any subsidiary corporation engaged in any business lawful under the laws of the jurisdictions in which subsidiaries are organized subject to such limitations as are provided in sections one thousand seven hundred one and one thousand seven hundred eight of the insurance law; and (c) shall not engage in transactions in foreign currency or in contracts for future delivery of, options and other rights to purchase, and options and other - 2 - rights to purchase contracts for future delivery of, securities eligible for investment, except as provided in a statement of operations as filed in accordance with the procedures under subsection (e) of section four thousand two hundred forty of the insurance law and approved by the superintendent." 5. This amendment to the charter, pursuant to section 803 of the Not-For-Profit Corporation Law, was authorized by unanimous vote of the members of COLLEGE RETIREMENT EQUITIES FUND at a meeting duly called and held on February 17, 1998. 6. The Secretary of State is hereby designated as agent of the corporation upon whom process against it may be served. The Post Office address to which the Secretary shall mail a copy of any process against the corporation served him is: College Retirement Equities Fund 730 Third Avenue New York, New York 10017. IN WITNESS WHEREOF, this certificate has been signed on this day of May, 1998. ------------------------ John H. Biggs Chairman, President, and Chief Executive Officer ------------------------ Albert J. Wilson Secretary - 3 - STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this day of , 1998, personally, before me came JOHN H. BIGGS and ALBERT J. WILSON, Chairman, President, and Chief Executive Officer and Secretary, respectively, of COLLEGE RETIREMENT EQUITIES FUND, to me known to be the persons described in and who executed the foregoing Certificate of Amendment, and they thereupon severally duly acknowledged to me that they read and executed the same, that they know the contents thereof and that the same is true to their own knowledge. ------------------------- Notary Public STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) JOHN H. BIGGS, being duly sworn, says: That I am the Chairman, President, and Chief Executive Officer of COLLEGE RETIREMENT EQUITIES FUND, and in such capacity I executed the foregoing Certificate of Amendment, that I have read said Certificate of Amendment, know the contents thereof and that the same is true to my own knowledge. ------------------------- JOHN H. BIGGS Sworn to before me this ____ day of _____, 1998 - ---------------- Notary Public - 4 - STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) ALBERT J. WILSON, being duly sworn, says: That I am the Secretary of COLLEGE RETIREMENT EQUITIES FUND, and in such capacity I executed the foregoing Certificate of Amendment, that I have read said Certificate of Amendment, know the contents thereof and that the same is true to my own knowledge. ------------------------- ALBERT J. WILSON Sworn to before me this ____ day of _____, 1998 - ---------------- Notary Public - 5 - I, , a Justice of the Supreme Court of the First Judicial District, hereby approve the foregoing Certificate of Amendment to the Charter of COLLEGE RETIREMENT EQUITIES FUND and consent to the filing of the same. Dated: -------------- ---------------------------- Justice of the Supreme Court of the State of New York First Judicial District - ------------------------------------- Re: COLLEGE RETIREMENT EQUITIES FUND - 6 - EX-2.(A) 3 CHARTER OF CREF (AS AMENDED) CHARTER OF COLLEGE RETIREMENT EQUITIES FUND Chapter 124 Laws of New York of 1952, As Amended March 8, 1972, December 15, 1972, November 28, 1977, January 28, 1985, February 12, 1986, July 13, 1989, June 5, 1990, and June 16, 1994 1 The People of the State of New York, represented in Senate and Assembly, do enact as follows: Section 1. Laird Bell, Virgil M. Hancher, R. McAllister Lloyd, Irving S. Olds, Francis T. P. Plimpton, Henning W. Prentis, Jr., Henry M. Wriston, and their successors, and such persons as they may associate with themselves, as provided by section five hereof, are hereby constituted a nonprofit corporation by the name of College Retirement Equities Fund. Section 2. The purpose of the corporation hereby formed is to aid and strengthen nonproprietary and nonprofit-making colleges, universities, and other institutions engaged primarily in education or research, by providing means for the diversification of investment of contributions of such institutions and their teachers and other employees, by providing benefits based upon such contributions and the valuation and yield of the investment thereof, and dependent upon the continuance of human life, and by counselling such institutions and their teachers and other employees concerning retirement plans or other measures of security, all without profit to the corporation. Section 3. The affairs of the corporation hereby formed shall be managed by a board of trustees. Section 4. The corporation hereby formed shall have power (a) to acquire property by grant, gift, purchase, lease, bequest, or devise, either absolutely or in trust, and without limitation as to character, amount, or value, except such limitation as the legislature may hereafter impose, or as provided in section seven hereof; to hold and dispose of the same, and to invest, reinvest, accumulate, deal with, take action with respect to, and expend the property and income of said corporation in such manner as the trustees shall deem best, without any obligation to segregate contributions, or the investment thereof, of participating institutions or their teachers and other employees or both; and (b) to provide retirement benefits and withdrawal equities for teachers and other employees of nonproprietary and nonprofit-making colleges, universities, and other institutions engaged primarily in education or research, and the beneficiaries of such teachers and other employees, based upon contributions made by or on behalf of such teachers and other employees and their beneficiaries, and the valuation and yield of the -1- investment thereof, with such participation rights and on such other terms and conditions as said corporation may from time to time approve and adopt, and in general to do and perform all the things necessary and appropriate to a corporation created for the purpose of providing such benefits for such teachers and other employees and their beneficiaries. Section 5. The persons named by section one hereof as constituting the corporation hereby formed, or a majority of them, shall hold a meeting and organize the corporation and adopt a constitution and bylaws not inconsistent with the constitution and laws of this state. The constitution and bylaws shall prescribe the location of the principal office of said corporation; the territory in which its principal operations are to be conducted; the manner of the election of members and their qualifications, which shall include membership in TIAA Board of Overseers, a New York corporation; the number, qualifications, powers, and manner of selection of the trustees and officers of said corporation, who may be trustees or officers of any corporation all of whose stock is owned by said TIAA Board of Overseers; the place or places for the holding of meetings of members and trustees, which may be held within or without the state; provisions for the amendment of such constitution and bylaws; provisions for the determination of retirement and other benefits; and any other provisions for the management and disposition of the property and income and regulation of the affairs of said corporation which may be deemed expedient. Such constitution and bylaws, and any amendments thereto, shall not take effect until duly authenticated copies thereof have been filed with the superintendent of insurance and certified by him as being lawful and equitable. Section 6. The corporation hereby formed (a) shall be and shall have the status of a nonprofit educational corporation; and (b) shall be subject to the applicable provisions of articles one, three, twenty-five and seventy-four, and sections one thousand two hundred twelve, one thousand two hundred seventeen, one thousand four hundred eleven, and four thousand two hundred thirty of the insurance law in effect at the time of taking effect of this act, and any amendments to said articles and said sections, to the extent that such provisions and amendments are not inconsistent with the provisions of this act, but said corporation and its activities shall be exempt from all other provisions, requirements, and limitations of said insurance law, and any amendments thereto, except as the legislature may hereafter otherwise provide. Section 7. The corporation hereby formed (a) shall not issue any certificates or contracts providing for the payment of predetermined dollar benefits; (b) shall not issue any certificate or contract to any person by reason of his being an employee in the public school system of the State of New York; (c) shall not invest in any common stocks or shares of any corporation, joint-stock association, or business trust an amount in excess of such percentage, not to exceed ten percent except with the approval of the insurance department, of voting shares of such institution which would cause any such institution to be controlled by, or become a subsidiary of, the corporation, as defined in the in-surance law; provided, however, that the foregoing limitation shall not apply to any investment in any subsidiary corporation engaged in any business lawful under the laws of the jurisdictions in which subsidiaries are organized subject to such limitations as are provided in sections one thousand seven hundred one and one thousand seven hundred eight of the insurance law; and (d) shall not engage in transactions in foreign currency or in contracts for future delivery of, options and other rights to purchase, and options and other rights to purchase contracts for future delivery of, securities eligible for investment, except as provided in a statement of operations as filed in accordance with the procedures under subsection (e) of section four thousand two hundred forty of the insurance law and approved by the superintendent. -2- Section 8. In addition to the fund with the investments as provided in section seven, the corporation may establish additional funds with investment objectives and limitations as described in the statement of operations of such funds filed with, and approved by, the insurance department. Section 9. The corporation hereby formed shall neither issue nor deliver any certificate or contract providing for the payment of any benefit, or any rider or endorsement thereto, until a copy of the form thereof has been filed with the superintendent of insurance and formally approved by him as not being unfair, unjust, inequitable, or prejudicial to the interest of any participating person, and the superintendent shall have the power to revoke such approval for such cause; provided, however, that the provisions of this section shall not apply to any special rider or endorsement on any such contract or certificate which relates only to the manner of distribution of benefits or to the reservation of rights and benefits under such contract or certificate, and which is used at the request of the individual contract holder or certificate holder. Section 10. No money or other benefit provided or rendered by the corporation hereby formed, nor any rights or interests of any participating person in any benefit provided by said corporation, or of any beneficiary of any such person, or of any others who may have a right derived from any such person or beneficiary, shall be subject to assignment or pledge, or be liable to attachment, garnishment, or other process, or to be seized, taken, appropriated, or applied by any legal or equitable process or operation of law to pay any debt or liability of any such person, or of any beneficiary of any such person, or of any others who may have a right under any such person or beneficiary. Section 11. No trustee, officer, member or employee of the corporation hereby formed shall receive any pecuniary profit from the operations thereof, other than reasonable compensation for services rendered, reimbursement of expenses incurred in its service, or benefits received as a proper recipient of its retirement benefits, and withdrawal equities; nor shall any trustee, officer, member or employee at any time have any personal interest in any property or assets of said corporation; nor shall any trustee or member, in the absence of fraud or bad faith, be personally liable for the debts, obligations or liabilities of the corporation. Section 12. This act shall take effect immediately. - ----------------------------------------------------- 1 Pursuant to resolution adopted by the Members of CREF on February 16, 1972, a Certificate of Type of Not-For-Profit Corporation designating CREF as a Type B not-for-profit corporation was filed with the Secretary of State of the State of New York on February 18, 1972. At the same meeting of the Members of CREF, the amendment to the charter was approved and subsequently filed with the Secretary of State of the State of New York on March 8, 1972. The charter was further amended at the meetings of the Members of CREF held on November 2, 1972, October 31, 1977, October 31, 1984, October 31, 1985, June 6, 1989, November 6, 1989 and May 18, 1994; these amendments were filed with the Secretary of State of the State of New York on December 15, 1972, November 28, 1977, January 28, 1985, February 12, 1986, July 13, 1989, June 5, 1990, and June 16, 1994 respectively. -3- CERTIFICATE OF TYPE OF NOT-FOR-PROFIT CORPORATION OF COLLEGE RETIREMENT EQUITIES FUND Under Section 113 of the Not-For-Profit Corporation Law Filed in the Department of State of the State of New York February 18, 1972 IT IS HEREBY CERTIFIED THAT: (1) The name of the corporation is COLLEGE RETIREMENT EQUITIES FUND. (2) The charter became effective pursuant to Chapter 124 of the Laws of the State of New York of 1952, on the 18th day of March 1952. (3) The post-office address of the corporation to which the Secretary of State shall mail a copy of any notice required by law is 730 Third Avenue, New York, New York 10017. (4) Under Section 201, the corporation is a Type B corporation as defined by the Not-For-Profit Corporation Law. (5) The corporation elects to have the Not-For-Profit Corporation Law apply to it in all respects, as authorized by Section 103(a) of said Law. IN WITNESS WHEREOF, we have signed this Certificate on the 16th day of February 1972, and we affirm the statements contained therein as true under penalties of perjury. /s/ William C. Greenough Chairman /s/ Clarence E. Galston Secretary -4- EX-2.(B) 4 CREF CONSTITUTION CONSTITUTION OF COLLEGE RETIREMENT EQUITIES FUND Adopted May 26, 1952 As Amended July 15, 1997 ARTICLE I Principal Office The principal office of the corporation shall be located in the City, County and State of New York, and its principal operations shall be conducted in the State of New York. ARTICLE II Members Section 1. Qualifications. The corporation shall consist of seven members, known individually as overseers and known collectively as the CREF Board of Overseers, who shall be the persons named in Section 1 of the act to incorporate College Retirement Equities Fund for the benefit of the teaching profession, Chapter 124 of the Laws of 1952 of the State of New York, namely, Laird Bell, Virgil M. Hancher, R. McAllister Lloyd, Irving S. Olds, Francis T. P. Plimpton, Henning W. Prentis, Jr., Henry M. Wriston and their successors. None but members of TIAA Board of Overseers, a New York cor-poration, shall be eligible to become or to continue as members of the corporation. Section 2. Term of Office. The term of membership of each of the first seven members shall expire in a different year at the close of annual meetings of the members to be held respectively in the years 1953 to 1959, inclusive. At each annual meeting, one member shall be elected for a seven-year term by the vote of at least four members to succeed the member whose term expires at the close of such annual meeting. If any member shall, by death, resignation, incapacity to act or otherwise, cease to be a member during his term, his successor may be elected by the vote of a majority of the remaining members to serve for the remainder of his term. Each member shall hold office after the expiration of his term until his successor shall be elected. A member may serve for more than one term or part of a term. ARTICLE III Meetings of Members and Policyholders Section 1. Annual Meetings. The members shall schedule an annual meeting of policyholders for the election of trustees and the transaction of such other business as shall properly come before the meeting at the principal office of the corporation to be held on the second Monday in November of each year at 10:00 o'clock in the forenoon if not a legal holiday, or, if a legal holiday, then on the next preceding business day. If the president of the members or any three members shall so determine, the annual policyholders meeting may be held at a different date, time or place, provided notice thereof shall be given to all policyholders in person or by mail or telegraph at least ten and not more than fifty days in advance of any such meeting. The president of the members shall call an annual meeting of the CREF Board of Overseers to be held in November of each year for the purpose of electing or reelecting members to fill vacancies created by the expiration of members terms of office, to elect a president and a secretary of the CREF Board of Overseers and the transaction of such other business as shall properly come before the meeting. Section 2. Special Meetings. Special meetings of the members or special meetings of the policyholders may be called at any time by the president of the members or by any three members, or by the board of trustees, or by the chairman or president of the corporation, to be held at such time and place as shall be specified by notice. Section 3. Notice of Meetings. Notice of the time, place and purpose or purposes of all meetings of policyholders or of the CREF Board of Overseers shall be given to all policyholders of record as of the record date for the meeting or to all members, as the case may be, in person or by mail or telegraph at least ten and not more than fifty days in advance of any such meeting. No notice of any meeting need be given to any member or policyholder who is present at such meeting in person or by proxy or who waives notice in writing either before or after the meeting. Notice given by mail or telegraph shall be sent to the member or policyholder at his address shown by the records of the corporation in time to reach such address in ordinary course by the time the notice is required to be given. Section 4. Record Date. The board of trustees may fix in advance a record date for determining the policyholders entitled to notice of and to vote at any annual or special meeting of policyholders. Such date shall be not more than fifty nor less than ten days before the date of the meeting. Only policyholders of record as shown by the books of the corporation as of the record date shall be entitled to notice of and to vote at the meeting. Section 5. Voting. At all meetings of policyholders, policyholders shall be entitled to vote based on the value of their CREF contracts as of the record date. At all meetings of the members, each member shall be entitled to one vote. The CREF Board of Overseers shall have power to define the term policyholder of record, to specify the manner in which the value of the policyholders CREF contracts shall be determined, and to resolve any questions with respect thereto which may arise. Members and policyholders may vote in person or by proxy appointed in writing, but no proxy shall be valid after the expiration of eleven months from the date of its execution. Section 6. Policyholders Quorum and Vote. The vote in person or by proxy of ten percent of the total number of votes entitled to be cast shall constitute a quorum for purposes of policyholder meetings for the election of trustees and for such other matters for which no other quorum is specified or required by applicable law. Except as otherwise expressly provided by law or this constitution, all matters voted upon by policyholders shall be decided by a majoriy of the votes cast at a meeting at which a quorum shall be present. The above notwithstanding, any matters voted upon by policyholders which purportedly require the amendment of CREFs charter, constitution or bylaws shall be decided by a vote of more than fifty percent of all outstanding votes. If less than a quorum is present at any meeting, any person entitled to preside at or act as secretary at such meeting may adjourn the meeting from time to time until a quorum shall attend, and no notice need be given of any adjourned meeting other than by announcement at the meeting at which the adjournment is taken, unless after the adjournment is taken the board of trustees fixes a new record date for the adjourned meeting. Section 7. Members Quorum and Vote. The presence in person or by proxy of four members shall constitute a quorum at any meeting of the CREF Board of Overseers. Except as otherwise expressly provided by law or this constitution, the act of a majority of the members present at a meeting at which a quorum shall be present shall be the act of the members. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time until a quorum shall attend. Section 8. Telephonic Participation. At all meetings of the CREF Board of Overseers or any committee thereof, members may participate by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 9. Action Without a Meeting. Where time is of the essence, but not in lieu of a regularly scheduled meeting of the CREF Board of Overseers, or any committee thereof, any action required or permitted to be taken by the board, or any committee thereof, may be taken without a meeting if all of the members of the board or all of the members of the committee consent in writing to the adoption of a resolution authoriz-ing the action. The resolution and the written consents thereto by the members of the board or the members of the committee shall be filed with the minutes of the proceedings of the board or committee. ARTICLE IV President and Secretary of Members Section 1. Election. At each annual meeting of the members, they shall elect a president and a secretary of the members, each to serve until the close of the next annual meeting of the members or until his successor shall be elected. The president of the members shall be chosen from among the members; the secretary of the members may but need not be chosen from among the members. The members may remove the president or the secretary of the members from office and may fill any vacancies occurring in such offices at any time. Section 2. Duties. The president of the members shall preside at meetings of members. The secretary of the members shall give all required notices of meetings of members and shall attend and act as secretary at all meetings of members and keep the records thereof. In the absence of the president, another member shall be chosen to preside at meetings of the members, and in the absence of the secretary, the members shall designate someone else to act as secretary at meetings of members. ARTICLE V Board of Trustees Section 1. General Powers. The general management of the property, business and affairs of the corporation shall be vested in the board of trustees. Section 2. Number, Election and Term of Office. The board of trustees shall con-sist of four classes of trustees, each class to consist of four trustees, and the trustees of one class shall be elected at the annual meeting of the policyholders in each year to serve for a term of four years. The term of office of each trustee so elected shall commence at the close of the meeting of the board of trustees next succeeding such election, and shall continue until his successor shall take office. If any trustee shall, by death, resignation, incapacity to act or otherwise, cease to be trustee during his term, his successor may be elected to serve for the remainder of his term at any meeting of the members at which a quorum shall be present. Section 3. Qualifications. At least three trustees shall be residents of the State of New York. Not more than two of the members of the corporation and not more than four officers and salaried employees of the corporation shall be eligible to serve at any one time on the board of trustees. ARTICLE VI Investments Section 1. Investment Policy. The following statement of investment policy is a guide and not a limitation on the investment powers of the corporation: (a) It is desirable that the corporation keep its assets invested at all times exclusively in investments having equity characteristics. (b) It is desirable that the corporation take advantage of the principle of dollar cost averaging by periodic purchases as funds become available, keeping as fully invested at all times as is practicable since: (i) the normal participant in the benefits of the corporation will make regular monthly contributions over a period of many years and will receive monthly retirement benefits for life; (ii) there is no need to anticipate demand for large sums of cash at any one time since the certificates of participation do not provide for cash withdrawal. (c) It is desirable that the corporations funds be diversified as to type of industry and growth and yield characteristics. Section 2. Restrictions on Investments. The corporation, as set forth in its charter, shall not invest: (a) in any common stocks or shares of any corporation, joint-stock association, or business trust an amount in excess of such percentage, not to exceed ten percent except with the approval of the insurance department, of voting shares of such institution which would cause any such institution to be controlled by, or become a subsidiary of, the corporation, as defined in the insurance law; provided that the foregoing limitation shall not apply to any investment in any subsidiary corporation engaged in any business lawful under the laws of the jurisdictions in which subsidiaries are organized subject to such limitations as are provided in sections one thousand seven hun-dred one and one thousand seven hundred eight of the insurance law; and (b) shall not engage in transactions in foreign currency or in contracts for future delivery of, options and other rights to purchase, and options and other rights to purchase contracts for future delivery of, securities eligible for investment, except as provided in a statement of operations as filed in accordance with the procedures under subsection (e) of section four thousand two hundred forty of the insurance law and approved by the superintendent. Section 3. Additional Funds. In addition to the fund with the investments as provid- ed in Article VI, Section 2, the corporation may establish additional funds with investment objectives and limitations as described in the statement of operations of such funds filed with, and approved by, the insurance department. ARTICLE VII Committees and Expenses Section 1. Committees. The members of the corporation may appoint from time to time such committees of members as they may deem advisable and provide for the reasonable compensation and expenses thereof. Section 2. Expenses. Each member shall be reimbursed for transportation and other expenses incurred by him in serving the corporation. ARTICLE VIII Amendments This constitution may be amended at any meeting of the members by the affirmative vote of four members at a duly constituted meeting of the CREF Board of Overseers, provided that written notice of the proposed action at such meeting shall have been given by mail or otherwise to each member at least ten days prior to the meeting. No change in this constitution shall take effect until the Superintendent of Insurance of the State of New York has certified it as being lawful and equitable. EX-2.(C) 5 CREF BYLAWS CREF BYLAWS ARTICLE TWO OFFICERS Section 6. Chairman. The chairman, when present, shall preside at all meetings of the board of trustees, and at all meetings of the policyholders. He shall be ex officio chairman of the executive committee. He may appoint committees of trustees, except where these bylaws or the board of trustees otherwise provide, and may appoint trustees to fill vacancies on trustee committees appointed by the board when such occur between meetings of the trustees. If the chairman is not the chief executive officer, he shall, in addition to the foregoing, perform such functions as are delegated to him by the chief executive officer. In the absence of both the chairman and the president, the chair of the Nominating and Personnel Committee shall preside at all meetings of the policyholders and of the board. Exhibit A CREF BYLAWS ARTICLE THREE COMMITTEES Section 2. Executive Committee. The executive committee shall consist of eight trustees including the chairman and the president, but not more than three members shall be officers or salaried employees of the Association. A majority shall constitute a quorum. The executive committee shall meet in regular meeting as it may from time to time determine, and in special meeting whenever called by the chairman, and shall be vested with all the powers of the board of trustees during intervals between meetings of the board in all cases in which specific instructions shall not have been given by the board and, in particular, said committee: (a) Shall have general supervision of the certificates of participation issued by the corporation, and of any other matters in the conduct of the business of the corporation which may be referred to the executive committee by resolutions of the board of trustees. (b) Shall review and oversee the design, development, improvement, and marketing of new and existing products and services. (c) Shall review the specifications for and oversee the implementation stages of new technology-based services and computer programs at participating institutions. (d) Shall have general supervision of the rules and methods for recording the vouchers, accounts, receipts and disbursements of the corporation. (e) Shall, in the event of an acute emergency, as defined by Article Seven-A--Insurance, of the New York State Defense Emergency Act, (Section 9177, Unconsolidated Laws of New York) and any amendments thereof, be responsible for the emergency management of the corporation as provided in the emergency bylaws of the corporation. Exhibit A CREF BYLAWS ARTICLE THREE COMMITTEES Section 3. Finance Committee. The finance committee shall consist of at least thirteen members, including the chief executive officer. A majority shall constitute a quorum. Subject to the board of trustees, the responsibility for investing the corporation's funds, including the purchase, sale, exchange or conversion of securities, shall rest with the finance committee. No investment shall be made or disposed of without authorization or approval of the finance committee. Not more than three members shall be officers or salaried employees of the corporation. Exhibit A CREF BYLAWS ARTICLE THREE COMMITTEES Section 5. Audit Committee. The audit committee shall consist of four trustees who are not officers or salaried employees of the corporation. The committee shall itself, or through public accountants or otherwise, make such audits and examinations of the records and affairs of the corporation as it may deem necessary. The committee shall review the reimbursement agreements among CREF, TIAA, TIAA-CREF Individual & Institutional Services, Inc., and TIAA-CREF Investment Management, Inc., and make recommendations regarding them to the board of trustees. A majority, but not less than three, of the members shall constitute a quorum. Section 6. Committee on Corporate Governance and Social Responsibility. The committee on corporate governance and social responsibility shall consist of not less than five trustees and such additional trustees as the board of trustees may appoint. No such trustee shall be an officer or salaried employee of CREF. A committee quorum shall consist of a majority of the members. The committee is responsible for addressing all corporate social responsibility and corporate governance issues including the voting of CREF shares and the initiation of appropriate shareholder resolutions. In addition, the committee will develop and recommend specific corporate policy in these areas for consideration by the CREF board of trustees. Section 7. Reports. Within a reasonable time after their meetings, all such committees and subcommittees shall report their transactions to each trustee. Exhibit A EX-2.(C) 6 BYLAWS BYLAWS OF COLLEGE RETIREMENT EQUITIES FUND Adopted May 26, 1952 As Amended January 1, 1998 ARTICLE ONE Board of Trustees Section 1. Meetings. The board of trustees of the corporation shall hold an annual meeting for the election of officers and the appointment of committees and the transaction of such other business as shall properly come before the meeting, in the month of November of each year at such time and place as the notice of the meeting shall specify. Stated meetings of the board may be held on such dates and at such times and places as the board by standing resolution may fix. Special meetings of the board may be called by order of the chairman, the president or the executive committee. The chairman, and in his absence the president, shall preside at all meetings of the board. Section 2. Notice of Meetings. Notice of the time and place of each annual meeting shall be mailed to each trustee at his address shown by the records of the corporation at least ten days and not more than fifty days prior to the date of the meeting. No notice of stated meetings need be given. Notice of the time, place and purpose of each special meeting shall be given to each trustee in person or sent to him at his address shown by the records of the corporation by mail or telegraph at least one week prior to the date of such meeting. Except as otherwise provided by law or these bylaws, notices of meetings need not set forth the purpose or purposes of the meetings, and any business may be transacted at such meetings. No notice of any meeting of the board of trustees need be given to any trustee who attends such meeting or who waives notice in writing either before or after the meeting. Section 3. Quorum. A majority of the trustees shall constitute a quorum at all meetings of the board. Except as otherwise expressly provided by law, or these bylaws, the act of a majority of the trustees present at a meeting at which a quorum shall be present shall be the act of the trustees. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time until a quorum shall attend. Section 4. Telephonic Participation. At all meetings of the board of trustees or any committee thereof, trustees may participate by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 5. Action Without a Meeting. Where time is of the essence, but not in lieu of a regularly scheduled meeting of the board of trustees or committee thereof, any action required or permitted to be taken by the board, or any committee thereof, may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee. - 1 - ARTICLE TWO Officers Section 1. Election. At each annual meeting the board of trustees shall elect the executive officers of the corporation including a chairman, a president, one or more vice presidents, and such other executive officers as they may determine. Each such executive officer shall hold office until the close of the next annual meeting of the board or, if earlier, until his retirement, death, resignation or removal. The board may appoint other officers and agents, assign titles to them, and determine their duties; such officers and agents shall hold office during the pleasure of the board of trustees. The board may appoint persons to act temporarily in place of any officers of the corporation who may be absent, incapacitated or for any other reason unable to act or may delegate such authority to the chief executive officer. Section 2. Qualifications. The chairman and the president shall be members of the board of trustees, but none of the other officers need be a trustee. The same person may hold more than one office, except that no person shall be both president and secretary. Section 3. Removal of Officers. Any officer elected by the board of trustees may be removed by the affirmative votes of a majority of all the trustees holding office. Any other officer may be removed by the affirmative votes of a majority of all members of the executive committee holding office. Section 4. Removal of Other Employees. All other agents and employees shall hold their positions at the pleasure of the executive committee or of such executive officer as the executive committee may clothe with the powers of engaging and dismissing. Section 5. Chief Executive Officer. The board of trustees shall designate either the chairman or the president as chief executive officer. Subject to the control of the board of trustees and the provisions of these bylaws, the chief executive officer shall be charged with the management of the affairs of the corporation and shall perform such duties as are not specifically delegated to other officers of the corporation. He shall be ex officio a member of all standing committees except the nominating and personnel committee, audit committee and the committee on reimbursement agreements with TIAA. He shall report from time to time to the board of trustees on the affairs of the corporation. Section 6. Chairman. The chairman, when present, shall preside at all meetings of the board of trustees, and at all meetings of the policyholders. He shall be ex officio chairman of the executive committee. He may appoint committees of trustees, except where these bylaws or the board of trustees otherwise provide, and may appoint trustees to fill vacancies on trustee committees appointed by the board when such occur between meetings of the trustees. If the chairman is not the chief executive officer, he shall, in addition to the foregoing, perform such functions as are delegated to him by the chief executive officer. In the absence of both the chairman and the president, the chair of the nominating and personnel committee shall preside at all meetings of the policyholders and of the board. Section 7. President. The president, in the event of the absence or disability of the chairman, shall perform the duties of the chairman. If the president is not the chief executive officer, he shall assist the chief executive officer in his duties and shall perform such functions - 2 - as are delegated to him by the chief executive officer. Section 8. Absence or Disability of Chief Executive Officer. In the absence or disability of the chief executive officer, the president, if he is not the chief executive officer, or the chairman, if he is not the chief executive officer, or if neither is available, a vice president so designated by the executive committee or the chief executive officer shall perform the duties of the chief executive officer, unless the board of trustees otherwise provides and subject to the provisions of the emergency bylaws of the corporation. Section 9. Secretary. The secretary shall give all required notices of meetings of the board of trustees, and shall attend and act as secretary at all meetings of the board, and of the policyholders, and of the executive committee and keep the records thereof. He shall keep the seal of the corporation, and shall perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him by the board of trustees, the executive committee or the president. Section 10. Other Officers. The chief executive officer shall determine the duties of the executive officers other than the chairman, the president, and the secretary, and of all officers other than executive officers and he may assign titles to and determine the duties of non-officers. ARTICLE THREE Committees Section 1. Appointment. At each annual meeting of the board of trustees, the board shall appoint an executive committee, a finance committee, a nominating and personnel committee, an audit committee, a committee on reimbursement agreements with TIAA, a committee on products and services, and a committee on corporate governance and social responsibility, each member of which shall hold office until the close of the next annual meeting of the board and until a successor shall be appointed or until the member shall cease to be a trustee except that for the audit committee, the board may specify a different period of membership. The board of trustees, the executive committee, or the chairman may appoint such other committees and subcommittees of trustees as may from time to time be found necessary or appropriate for the proper conduct of the business of the corporation, and may designate the duties of such committees or subcommittees. Section 2. Executive Committee. The executive committee shall consist of eight trustees including the chairman and the president, but not more than three members shall be officers or salaried employees of the corporation. A majority shall constitute a quorum. The executive committee shall meet in regular meeting as it may from time to time determine, and in special meeting whenever called by the chairman, and shall be vested with all powers of the board of trustees during intervals between meetings of the board in all cases in which specific instructions shall not have been given by the board and, in particular, said committee: (a) shall have general supervision of the certificates of participation issued by the corporation, and of any other matters in the conduct of the business of the corporation which may be referred to the executive committee by resolutions of the board of trustees. - 3 - (b) shall review and oversee the design, development, improvement, and marketing of new and existing products and services. (c) shall review the specifications for and oversee the implementation stages of new technology-based services and computer programs at participating institutions. (d) shall have general supervision of the rules and methods for recording the vouchers, accounts, receipts and disbursements of the corporation. (e) shall, in the event of an acute emergency, as defined by Article Seven-A--Insurance, of the New York State Defense Emergency Act, (Section 9177, Unconsolidated Laws of New York) and any amendments thereof, be responsible for the emergency management of the corporation as provided in the emergency bylaws of the corporation. Section 3. Finance Committee. The finance committee shall consist of at least thirteen members, including the chief executive officer. A majority shall constitute a quorum. Subject to the board of trustees, the responsibility for investing the corporation's funds, including the purchase, sale, exchange or conversion of securities, shall rest with the finance committee. No investment shall be made or disposed of without authorization or approval of the finance committee. Not more than three members shall be officers or salaried employees of the corporation. Section 4. Nominating and Personnel Committee. The nominating and personnel committee shall consist of five trustees who are not officers or employees of the corporation and whose terms do not expire in the year following their appointment. Three members shall constitute a quorum. In the year following their appointment the committee shall nominate executive officers and the standing committees for the annual meeting of the board of trustees, shall approve the titles of all appointed officers, shall provide advice on the quality and level of service provided to CREF by the TIAA subsidiaries to assist the TIAA nominating and personnel committee in arriving at its recommendations on the annual compensation of those TIAA employees who provide services to the TIAA subsidiaries and, if requested by the members, shall recommend the names of persons for election as trustees at the annual meeting of the policyholders. Section 5. Audit Committee. The audit committee shall consist of four trustees who are not officers or salaried employees of the corporation. The committee shall itself, or through public accountants or otherwise, make such audits and examinations of the records and affairs of the corporation as it may deem necessary. The committee shall review the reimbursement agreements among CREF, TIAA, TIAA-CREF Individual & Institutional Services, Inc., and TIAA-CREF Investment Management, Inc., and make recommendations regarding them to the board of trustees. A majority, but not less than three, of the members shall constitute a quorum. Section 6. Committee on Corporate Governance and Social Responsibility. The committee on corporate governance and social responsibility shall consist of not less than five trustees and such additional trustees as the board of trustees may appoint. No such trustee shall be an officer or salaried employee of CREF. A committee quorum shall consist of a majority of the members. The committee is responsible for addressing all corporate social responsibility and corporate governance issues - 4 - including the voting of CREF shares and the initiation of appropriate shareholder resolutions. In addition, the committee will develop and recommend specific corporate policy in these areas for consideration by the CREF board of trustees. Section 7. Reports. Within a reasonable time after their meetings, all such committees and subcommittees shall report their transactions to each trustee. ARTICLE FOUR Salaries, Compensation, Expenses and Pensions -- Trustees, Officers and Employees Section 1. Trustees' Compensation and Expenses. A trustee may be paid an annual stipend and fees and such other compensation or emolument in any amount first authorized by the board in accordance with Section 2 of this Article Four, including, but not limited to, a deferred compensation benefit, for attendance at meetings of the board of trustees and for services that he/she renders on or for committees or subcommittees of the board; and each trustee shall be reimbursed for transportation and other expenses incurred by him/her in serving the corporation. Section 2. Salaries and Pensions. The corporation shall not pay any salary, compensation or emolument in any amount to any officer, deemed by a committee or committees of the board to be a principal officer pursuant to subsection (b) of Section 1202 of the Insurance Law of the State of New York, or to any salaried employee of the corporation if the level of compensation to be paid to such employee is equal to, or greater than, the compensation received by any of its principal officers, or to any trustee thereof, unless such payment be first authorized by a vote of the board of trustees. The corporation shall not make any agreement with any of its officers or salaried employees whereby it agrees that for any services rendered or to be rendered he shall receive any salary, compensation or emolument that will extend beyond a period of thirty-six months from the date of such agreement except as specifically permitted by the Insurance Law of the State of New York. No principal officer or employee of the class described in the first sentence of this section, who is paid a salary for his services shall receive any other compensation, bonus or emolument from the corporation either directly or indirectly, except in accordance with a plan recommended by a committee of the board pursuant to subsection (b) of Section 1202 of the Insurance Law of the State of New York and approved by the board of trustees. The corporation shall not grant any pension to any trustee or officer, or to any member of his family after his death, except that the corporation may pursuant to the terms of a retirement plan and other appropriate staff benefit plans adopted by the board provide for any person who is or has been a salaried officer or employee, a pension payable at the time of retirement by reason of age or disability and also life insurance, health insurance and disability benefits. Section 3. Prohibitions. No trustee, officer or employee of the corporation shall receive, in addition to his fixed salary or compensation, any money or valuable thing, either directly, or indirectly, for negotiating, procuring, recommending or aiding in any purchase or sale by the corporation of any property, or any loan from the corporation, nor be pecuniarily interested either as principal, coprincipal, agent or beneficiary, either directly or indirectly, in any such purchase, sale or loan, nor have any personal interest in any property or assets of the corporation. - 5 - ARTICLE FIVE Indemnification of Members, Trustees, Officers and Employees Section 1. In General: Notice to Superintendent. The corporation shall indemnify, in the manner and to the full extent permitted by law, each person made or threatened to be made a party to any action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that he or his testator or intestate is or was a member, trustee, officer or employee of the corporation or, while a member, trustee, officer or employee of the corporation, served any other corporation or organization of any type or kind, domestic or foreign, in any capacity at the request of the corporation. To the full extent permitted by law such indemnification shall include judgments, fines, amounts paid in settlement, and expenses, including attorneys' fees. No payment of indemnification, advance or allowance under the foregoing provisions shall be made unless a notice shall have been filed with the Superintendent of Insurance of the State of New York not less than thirty days prior to such payment specifying the persons to be paid, the amounts to be paid, the manner in which payment is authorized and the nature and status, at the time of such notice of the litigation or threatened litigation. Section 2. Disabling Conduct. Notwithstanding the provisions of Section 1, the corporation shall not indemnify any person for any liability or expense arising by virtue of such person's willful misfeasance, bad faith, gross negligence, or reckless disregard of duties ("disabling conduct"). Whether any such liability or expense arose out of disabling conduct shall be determined: (a) by a final decision on the merits (including, but not limited to, a dismissal for insufficient evidence of any disabling conduct) by a court or other body before whom the proceeding was brought, that the person to be indemnified was not liable by reason of disabling conduct; or (b)in the absence of such a decision, by a reasonable determination, based upon a review of the facts, that such person was not liable by reason of disabling conduct, (i) by the vote of a majority of a quorum of trustees who are neither interested persons of the corporation nor parties to the action, suit or proceeding in question or another action, suit or proceeding on the same or similar grounds ("disinterested, non-party trustees"), or (ii) by independent legal counsel in a written opinion. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that any liability or expense arose by reason of disabling conduct. Any liabilities or expenses may be paid in advance of the final disposition of the claim, suit or proceeding, as authorized by the board of trustees subject to Section 1 in the specific case, (a) upon receipt of an undertaking by or on behalf of the person to whom the advance is made to repay the advance unless it shall be ultimately determined that such person is entitled to indemnification; and (b) provided that (i) the indemnitee shall provide security for that undertaking, or (ii) the corporation shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of disinterested, non-party trustees or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. A determination made in accordance with the preceding paragraph shall not prevent the - 6 - recovery from any person of any amount advanced to such person as indemnification if such person is subsequently determined not to be entitled to indemnification. Nor shall a determination pursuant to this paragraph prevent the payment of indemnification if such person is subsequently found to be entitled to indemnification. The indemnification provided by this Article shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under any law, agreement or otherwise. No indemnification provided by this Article shall be inconsistent with the Investment Company Act of 1940 or the Securities Act of 1933. Any indemnification provided by this Article shall continue as to a person who has ceased to be a member, trustee, officer or employee of the corporation. ARTICLE SIX Rules for Determining Benefits The board of trustees shall establish and may, from time to time, change the rules for determining the amounts of retirement and other benefits. These rules shall include methods for calculating all factors affecting the valuation of benefits, and these rules and any changes therein shall be subject to the approval of the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable, or prejudicial to the interest of any participating person. A copy of these rules and any amendments and additions thereto will be furnished to each participating person. ARTICLE SEVEN Execution of Instruments The board of trustees or the executive committee shall designate who is authorized (a) to execute certificates of stock, proxies, powers of attorney, checks, drafts, certificates of participation and instruments relating thereto, and all other contracts and instruments in writing necessary or appropriate for the corporation in the management of its affairs, and (b) to attach the corporation's seal thereto; and may further authorize the extent to which such execution may be done by facsimile signature. ARTICLE EIGHT Disbursements No disbursement of $100 or more shall be made unless it is evidenced by a voucher signed by or on behalf of the person, firm or corporation receiving the money and correctly describing the consideration for the payment, and if the disbursement be for services and disbursements, setting forth the services rendered and an itemized statement of the disbursements made, and if it be in connection with any matter pending before any legislative or public body, or before any department or officer of any government, correctly describing in addition the nature of the matter and of the interest of the corporation therein, or if such voucher cannot be obtained, by an affidavit of an officer or responsible employee stating the reasons therefor and setting forth the particulars above mentioned. - 7 - ARTICLE NINE Fiscal Year The fiscal year of the corporation shall commence on the first day of April and shall end on the thirty-first day of March. ARTICLE TEN Corporate Seal The seal of the corporation shall be circular in form and shall contain the words "College Retirement Equities Fund, New York, Corporate Seal, 1952." ARTICLE ELEVEN Amendments to Bylaws These bylaws may be amended either by action of the members of the corporation or the board of trustees, provided that written notice of the proposed action shall be mailed to each trustee or member at least one week and not more than two weeks prior to the date of the meeting at which such action is to be taken. No change in these bylaws shall take effect until the Superintendent of Insurance of the State of New York has certified it as being lawful and equitable. - 8 - EX-3.(A) 7 AMENDED & RESTATED CUSTODIAL SERVICES AGREEMENT AMENDED & RESTATED CUSTODIAL SERVICES AGREEMENT October 19, 1981 The Chase Manhattan Bank, N.A. 1211 Avenue of the Americas New York, New York 10036 Gentlemen: You are hereby authorized and requested to open one or more custodial accounts in the name of College Retirement Equities Fund ("CREF") or in your name or the name of your agent banks, on behalf of CREF. This Agreement defines the nature and scope of the services to be provided and your responsibility in connection with these custodial accounts. It is hereby agreed that all securities or other property now or hereinafter held by you hereunder are held for the custodial account of CREF and are to be maintained and disposed of by you only for us in accordance with the terms and conditions set forth in this Agreement. As used herein, unless specifically instructed in writing to the contrary, the phrase "held by you hereunder" shall also include (1) your authority to deposit all or any part of such property in a centralized depository, and (2) the deposit of securities or other property in a custody account maintained for you on CREF's behalf with any bank or trust company, or other entity. For purposes of this Agreement, a depository shall mean the system for the central handling of securities of any particular class or series of any issuer deposited therein which may be treated as part of a fungible bulk and may be transferred by bookkeeping entry without physical delivery of such securities. 1. SAFEKEEPING You will be solely responsible for the safekeeping, handling, servicing and disposition of all securities or other property of CREF held by you hereunder including, without -4- limitation, any and all of CREF's funds (including cash and monies whether in United States or foreign denominated currencies, hereinafter termed the "Funds") deposited by CREF with you in accounts in CREF's name, your name or that of your nominees or agents located at your head office, offices of your branch or agent banks, or the offices of any other entities located within or without the continental United States. With the exception of liability for "losses from causes beyond your control" (defined herein) and expressly subject to the provisions of the next succeeding paragraph, you agree to be liable and to indemnify and hold CREF harmless for any and all liability of or loss or damage to CREF with respect to any such securities, Funds and other property, whether or not such liability, loss or damage results from any negligence, error, misfeasance, or misconduct on the part of you, any of your employees, your agents, branches, affiliates, correspondents, depositories or other entities selected by you to have custody or responsibility, on CREF's behalf, for any of CREF's property in accordance with this Agreement. The term "losses from causes beyond your control" shall be defined for purposes of this Section 1 to include only losses or damages resulting from war, confiscation or seizure of foreign owned assets, restrictions on the transmittal or transfer of currencies or other assets owned by non-nationals out of the respective country as a result of express foreign governmental regulations with respect thereto, insurrection, military, naval or usurped power, hurricane, cyclone, tornado, earthquake, volcanic eruption or similar disturbance of nature, or nuclear fission, fusion or radioactivity (except from industrial uses of nuclear energy). Notwithstanding the foregoing, you further agree that you will at all times (i) give the securities or other property held by you hereunder the same care you give your own property of a similar nature and (ii), with respect to the maintenance of the indicia of ownership of such securities or other property, comply with and remain subject to Section 404(b) (or any successor section or sections thereto) of the Employee Retirement Income Security Act of 1974, and all applicable provisions of the regulations thereunder, as may be amended from time to time. It is understood and agreed that you are not under any duty to supervise the investment of, or to advise or make any recommendation to CREF with respect to the purchase or sale of any securities. In connection with your responsibilities hereunder, you have advised us that you currently have in force, for your own protection, Bankers Blanket Bond Insurance and you will continue to maintain such insurance in substantially the same form and amount. We understand that such insurance would be available to cover certain losses with respect to securities held by you -5- hereunder. You agree to give us written notice of any reduction in the amount, or material change in the form of such insurance. Promptly upon receiving a request therefor from CREF (and in any event no later than two (2) days in the case of Funds, and ten (10) days in the case of all other properties, after such request has been received by you), you agree to return, refund and repay in full, all Funds or other property of CREF held by you, your agents or any other entity pursuant to the terms of this Agreement, free of liens, security interests, rights, charges or claims of any kind, including, without limitation, any rights of offset, setoff or discharge relating to any such properties. 2. SERVICING A. WITHDRAWAL & DEPOSIT OF FUNDS. All Funds held by you hereunder shall be subject to withdrawal and deposit by you from time to time on behalf of CREF for the purpose of consummating the purchases of sales, as the case may be, of designated securities, solely upon your receipt of express directions from duly authorized officers of CREF in accordance with the provisions of Section 6 hereof. Such directions shall include, but shall not be limited to: (1) the execution and delivery of foreign currency contracts on behalf of CREF, (2) the debiting or crediting of currency accounts (United States or foreign) of CREF held by you, your agents or any other entities pursuant to this Agreement as of settlement date of such other date as specified in such instructions, and (3) the prompt return to CREF of any or all Funds or property held by you hereunder. B. ACQUISITIONS AND DISPOSITIONS OF SECURITIES. From time to time CREF will instruct you to receive or deliver securities on its behalf through properly authorized instructions as set forth in Section 6 herein. In accordance with this Agreement, notwithstanding such instructions that relate to settlement date entries, you agree that you will: (a) receive such securities against payment or exchange, as directed in any authorized instruction and debit Funds held by you on our behalf only against satisfactory delivery of securities; (b) assign, sell, tender, exchange or otherwise dispose of such securities, only upon receipt of payment or exchange, or your guarantee of payment or exchange, as directed by a properly authorized instruction, and credit our checking account accordingly. Actual delivery of securities is to be made by you on the contractual settlement date only upon express instructions to such effect, PROVIDED that: -6- (1) the securities are on deposit in our account, (2) our delivery instructions are received by you in timely fashion, and (3) payment therefor or securities in exchange have been received by you or your agents; (c) promptly furnish us with advices or notices of any receives or delivers of securities, and identify by book entry or otherwise as a quantity of securities which constitute or are part of a fungible bulk of securities either registered in the name of your nominee or your agent's nominee as shown on your account on the books of a depository; (d) withdraw and deliver securities free of payment as directed in any such written instructions as set forth in Section 6 herein, provided, however, that under no circumstances are any securities to be withdrawn and delivered by you to any individual; such delivery is to be made only to another custodial account exclusively in the name of College Retirement Equities Fund; and (e) exchange securities where the exchange is purely ministerial. C. INCOME AND PRINCIPAL. Income on securities and Funds held by you hereunder will be credited automatically to our checking account upon notification that such income has become due and payable. Principal received in connection with securities which mature or are redeemed shall be credited to our checking account on the date such principal is received. Unless instructed otherwise, collections of income in foreign currency are to be converted into United States dollars and in effecting such conversion you may use such methods or agencies as you may see fit including your own facilities at prevailing rates. All risk and expense incident to such collection and conversion is for the account of the undersigned, and you shall have no responsibility for fluctuations in exchange rates affecting such conversion. You shall also acquire and hold hereunder all stock dividends, rights and similar securities issued with respect to any securities held by you hereunder. With respect to any dividend reinvestment plan in which CREF participates, and as to which you have been so notified, you agree to acquire and hold hereunder the appropriate number of shares issuable under such plan in lieu of the cash dividend. With respect to stock dividends, you are hereby authorized to sell any fractional interest and to credit our checking account with the proceeds thereof. -7- D. REGISTRATION. Securities which are eligible for deposit in centralized depositories may be maintained in your account with them or your agent's nominee. Subject to the aforesaid provision, you will register all securities (except such as are in bearer form) in the name of your nominee or your agent's nominee, unless alternate registration instructions are furnished by us. You will retain and have available at all times for inspection by regulatory authorities evidence that your nominee is registered as required by the laws and regulations of the United States and the State of New York, as appropriate. 3. VOTING AND OTHER ACTION No person may vote (other than pursuant to written instruction) any securities held by you hereunder. You will promptly transmit to us, or direct to be transmitted to us, all notices, proxies and proxy soliciting materials with respect to securities held by you hereunder, which proxies will be executed by the registered holder thereof if registered otherwise than in the name of CREF, but without indicating the manner which such proxies are to be voted. You will promptly transmit to us all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by you from the issuers of securities held by you hereunder. With respect to tender or exchange offers, you will promptly transmit to us all written information received by you from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. 4. RECORDS, AFFIDAVITS AND REPORTS With respect to the securities and other property held by you hereunder, you agree: A. To maintain records sufficient to verify information we are required to report in Schedule D of the Annual Statement Blank of the Insurance Department of the State of New York as amended from time to time, which records will consist of a list of such securities showing a complete description of each issue, including the number of shares and par value of securities so held at the end of such month and such other information as may be required by such report or any other report required by the Insurance Department of the State of New York; B. To maintain records in New York regarding transactions and related activities described in "Servicing" Section 2 sufficient to verify the accuracy of regular monthly reports and income received on such securities and other property; -8- C. To maintain records sufficient to verify information relating to Funds held by you, including but not limited to (1) the purchase of foreign currency contracts, (2) the maintenance of foreign currency accounts on behalf of CREF in the possession and custody of you, your agent banks or other entities located outside the United States, and (3) any reports submitted to CREF relating to its Funds; D. To furnish us with the appropriate affidavit(s) in the form of Exhibit A, attached hereto or in such other form as may be submitted to you by us from time to time which is acceptable to the Insurance Department of the State of New York or any other state of federal governmental agency having jurisdiction over CREF, in order for the securities and other property referred to in such affidavit(s) to be recognized as admitted assets of CREF and in order for CREF to comply with any other requirements of such Department or agencies; E. To furnish us with any report obtained by you on a depository's system of internal accounting control; and to furnish us with such reports on your system of internal accounting control as we may reasonably require; F. To furnish us with all such other reports and information as shall be reasonably requested by us relating to all property held by you on our behalf pursuant to the terms of this Agreement; and G. To furnish all such information, reports and affidavits pursuant to this Section 4 within a reasonable time after request therefor. 5. ACCESS During the course of your regular banking hours, any duly authorized officer, employee or agent of CREF, any independent accountants selected by CREF, and any member of the Insurance Department of the State of New York or governmental agencies having jurisdiction over CREF, shall be entitled to examine, on your premises, securities and records of all Funds and property held by you, your agents, or other entities hereunder and your books and records pertaining to your actions under this Agreement, but only upon furnishing you with written notice of such examination signed by a duly authorized officer of CREF. Your books and records used in connection with our indirect participation in a depository or other entities, to the extent that they relate to depository, custodial or other services rendered to us by you, pursuant to this Agreement, shall at all times during your regular business hours be open to inspection by duly authorized employees or agents of CREF or governmental agencies having jurisdiction over CREF, but only upon furnishing you with written notice to that effect as -9- specified in the preceding sentence. Upon receiving a request from CREF, you agree that you will use your best efforts to enable any of the aforementioned officers, accountants, employees, agents and members of CREF, the Insurance Department of the State of New York or other governmental agencies having jurisdiction over CREF, to inspect and examine securities and other property of CREF and books and records of such property not located on your premises, which property and records are held on CREF's behalf by your agents or other entities pursuant to this Agreement. 6. AUTHORIZATION A. Except as otherwise provided in this Agreement, written instructions by CREF hereunder shall be signed by any two of its Authorized Officers specified in a separate list for this purpose which will be furnished to you from time to time signed by the treasurer or any assistant treasurer and by the secretary or an assistant secretary as certified under the corporate seal of CREF. B. Instructions for the withdrawal of CREF owned securities "free of payment" shall be acted upon by you only if received in writing manually signed by any two of such Authorized Officers with the title chairman, president, executive vice president, or treasurer, or by any one of those officers together with any CREF officer with the title senior vice president or vice president. 7. FEES AND EXPENSES You will be compensated for the services rendered under this Agreement and reimbursed for out-of-pocket expenses through arrangements negotiated between us from time to time. 8. EXEMPTION FROM INCOME TAX CREF is exempt from the payment of United States income tax. Upon receipt of documentation evidencing CREF's tax exempt status, you are hereby authorized and empowered, as CREF's agent, in its name, to sign any certificate of ownership or other certificate which is or may be required by any regulations of the Internal Revenue Service or other authority of the United States. To enable you properly to execute such certificate, we hereby certify that CREF is a corporation duly organized and existing under the laws of the State of New York, having its principal place of business in the City of New York. CREF's Employer Identification No. is 136022042. Should there by any change in the information furnished -10- you herein, we will inform you promptly. If at any time CREF's status should be such as to require the withholding of any income tax from payments received by you, you are hereby authorized and empowered to make whatever deductions are then required by applicable laws or regulations and are requested to notify CREF accordingly. 9. AMENDMENTS No amendments to this Agreement or change in any of the instructions set forth herein shall be effective unless made in writing and signed by either the chairman or president and by any executive vice president or the treasurer. No such amendment or change in instructions shall be effective until actual receipt thereof by you as provided in Section 10 herein. 10. NOTICES Official receipts and advices of all types relating to the securities, Funds or other property held by you hereunder will be prepared by you, in duplicate, and forwarded to the particular divisions of CREF indicated in a separate listing which the treasurer will furnish you from time to time. Written notices hereunder shall be hand-delivered or mailed first class, addressed (a) if to you, at your address set forth at the beginning of this Agreement or (b) if to CREF at 730 Third Avenue, New York, New York 10017, Attention: Treasurer. Written notice of (1) termination of this Agreement, (2) termination of your participation in DTC or any other depository, (3) changes in your designation of any of your agents, branches or other entities having custody of any of CREF's property under this Agreement, or (4) changes in your insurance coverage, shall be sent by certified mail; provided, however, that any such notice pursuant hereto shall not constitute approval by CREF of any such termination, change or designation nor shall such notice relieve you of your responsibilities hereunder. Any notice so addressed, hand delivered and mailed shall be deemed to be given on whichever of the following dates shall first occur: (i) the date of actual receipt thereof, (ii) the fifth day next following the date mailed, or (iii) if the substance thereof is communicated by hand delivery or certified mail, the date so delivered or mailed. 11. TERMINATION Either party may terminate this Agreement by giving the other party sixty (60) days written notice of termination, provided, however, that you shall not terminate this Agreement without your prior delivery to us of all Funds, securities and other property of CREF held by you on our behalf pursuant to this -11- Agreement. 12. EFFECT OF HEADINGS The Section headings herein are for convenience only and shall not affect the construction hereof. 13. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the law of the State of New York. This Agreement shall become effective upon receipt by CREF of a copy of this letter signed by you indicating your acceptance thereof. Very truly yours, COLLEGE RETIREMENT EQUITIES FUND BY:________________________________ Richard J. Adamski Treasurer BY:________________________________ James G. MacDonald President Accepted and Agreed: THE CHASE MANHATTAN BANK, N.A. BY:___________________________________ -12- EXHIBIT A CUSTODIAN AFFIDAVIT STATE OF ) )SS.: COUNTY OF ) _______________________________________, being duly sworn deposes and says that he is _________________________________ of The Chase Manhattan Bank, N.A., a banking corporation organized under and pursuant to the laws of the _________________________________________________ with principal place of business at ________________________________________________________, , (hereinafter called the "Bank"); That his duties involve supervision of activities of the Bank as custodian and records relating thereto; That the Bank is custodian for certain securities of College Retirement Equities Fund having a place of business at 730 Third Avenue, New York, NY 10017 (hereinafter called the "Company") pursuant to the Amended and Restated Custodial Services Agreement dated as of October 19, 1981 (hereinafter the "Agreement") between the Bank and the Company; That the schedule attached hereto is a true and complete statement of securities which were in the custody of the Bank for the account of the Company as of the close of business on _______________________; that unless otherwise indicated on the schedule, the next maturing and all subsequent coupons were then either attached to coupon bonds or in the process of collection; and that, unless otherwise shown on the schedule, all such securities were in bearer form or in registered form in the name of the Company or its nominee, or a nominee of the Bank or its agent's nominee, or were in the process of being registered in such form; That the Bank as custodian has the responsibility for the safekeeping of such securities as that responsibility is specifically set forth in the Agreement between the Bank as custodian and the Company; and That, to the best of his knowledge and belief, unless otherwise shown on the schedule, said securities were the property of said Company and were free of all liens, claims, or encumbrances whatsoever. Subscribed and sworn to before me this day of _______________________________________ (L.S.) AMENDMENT TO CUSTODIAL SERVICES AGREEMENT DATED OCTOBER 19, 1981 AS AMENDED, BETWEEN COLLEGE RETIREMENT EQUITIES FUND & THE CHASE MANHATTAN BANK, N.A. AMENDMENT dated February 14, 1992, to the Amended & Restated Custodial Services Agreement, dated October 19, 1981, as amended (the "Custodial Services Agreement"), between COLLEGE RETIREMENT EQUITIES FUND ("CREF") and THE CHASE MANHATTAN BANK, N.A. ("Chase"). WHEREAS, CREF and Chase have entered into the Custodial Services Agreement which sets forth the terms and conditions under which Chase holds securities or other property of CREF; WHEREAS, CREF is establishing a new account (the "Global Equities Account") and desires to arrange for the custody of certain of the assets of the Global Equities Account with Chase, and Chase desires to hold such assets for CREF; NOW, THEREFORE, CREF and Chase hereby agree that all custodial accounts opened with Chase by CREF on behalf of the Global Equities Account shall be subject to, and governed in all rsepects by, the Custodial Services Agreement. IN WITNESS WHEREOF, the parties hereto have set their hand as of the date first mentioned above. COLLEGE RETIREMENT EQUITIES FUND THE CHASE MANHATTAN BANK, N.A. By:__________________________________ By:__________________________________ John H. Biggs Name: Michelle David President Title: Vice President By:__________________________________ Richard J. Adamski Vice President and Treasurer AMENDMENT TO CUSTODIAL SERVICES AGREEMENT DATED OCTOBER 19, 1981 AS AMENDED, BETWEEN COLLEGE RETIREMENT EQUITIES FUND & THE CHASE MANHATTAN BANK, N.A. AMENDMENT dated March 15, 1994, to the Amended & Restated Custodial Services Agreement, dated October 19, 1981, as amended (the "Custodial Services Agreement"), between COLLEGE RETIREMENT EQUITIES FUND ("CREF") and THE CHASE MANHATTAN BANK, N.A. ("Chase"). WHEREAS, CREF and Chase have entered into the Custodial Services Agreement which sets forth the terms and conditions under which Chase holds securities or other property of CREF; WHEREAS, CREF is establishing a new account (the "Growth Account") and desires to arrange for the custody of certain of the assets of the Growth Account with Chase, and Chase desires to hold such assets for CREF; NOW, THEREFORE, CREF and Chase hereby agree that all custodial accounts opened with Chase by CREF on behalf of the Growth Account shall be subject to, and governed in all respects by, the Custodial Services Agreement. IN WITNESS WHEREOF, the parties hereto set their hand as of the date first mentioned above. COLLEGE RETIREMENT EQUITIES FUND THE CHASE MANHATTAN BANK, N.A. By:__________________________________ By:__________________________________ John H. Biggs Name: Michelle David Chairman Title: Vice President By:__________________________________ Richard J. Adamski Vice President and Treasurer October 19, 1981 The Chase Manhattan Bank, N.A. 1211 Avenue of the Americas New York, N.Y. 10036 Re: College Retirement Equities Fund Amended and Restated Custodial SERVICES AGREEMENT -------------------------------- Dear Sirs: We refer to the Amended and Restated Custodial Services Agreement dated as of October 19, 1981 (the "Agreement") between The Chase Manhattan Bank, N.A. ("Chase") and College Retirement Equities Fund ("CREF"). The parties hereby agree that if in connection with a sale of securities, Chase is liable for and must indemnify CREF for loss or damage under Section 1 of the Agreement, Chase shall credit CREF with the cash proceeds as if the sale and delivery of such securities were completed as scheduled pursuant to authorized instructions. Chase shall not, however, be liable for any profits (real or potential) that would have been the result of an investment by CREF with the cash proceeds of the sale of such securities in another securities investment. Very truly yours, COLLEGE RETIREMENT EQUITIES FUND By:_____________________________________ Richard J. Adamski Treasurer By:_____________________________________ James G. MacDonald President -2- Accepted and Agreed: THE CHASE MANHATTAN BANK, N.A. By:____________________________________ EX-3.(B) 8 CUSTODIAN SERVICES AGREEMENT CUSTODIAN SERVICES AGREEMENT Bankers Trust Company Custodian Securities Division 16 Wall Street New York, New York 10015 Gentlemen: Attached is a certified copy of a resolution of the Executive Committee of the Board of Trustees of College Retirement Equities Fund ("CREF") adopted at a meeting held March 13, 1974, as amended September 22, 1976, March 16, 1977, and September 21, 1977, which designates Bankers Trust Company as a depository for any stocks, bonds or other securities ("securities") owned or held by CREF, and authorizes the indirect participation of CREF in The Depository Trust Company (DTC) and the Federal Reserve Book Entry System. This Agreement defines the nature and scope of the services to be provided in connection with the foregoing authorization, and supersedes all prior agreements on this subject. It is hereby agreed that all securities now or hereafter held by you hereunder are held for the custodial account of CREF and are to be maintained and disposed of by you for us only in accordance with the terms and conditions set forth -2- in this Agreement. As used herein, unless specifically instructed in writing to the contrary, the phrase "held by you hereunder" shall also include (1) your authority to deposit all or any part of such securities in a depository, as defined herein, provided that you participate directly in such depository under an arrangement which satisfies the requirements of Section 2 hereof, and (2) the deposit of Japanese securities in a custody account maintained for you with a Japanese bank or trust company. 1. DEFINITIONS As used in this agreement: [A] "Book Entry System" means a system for the central handling of securities operated by a Federal Reserve bank as part of the joint Federal Reserve-Treasury Department book-entry program for United States government and agency securities in which all securities of any class or series deposited within the system are treated as fungible and may be transferred, loaned, or pledged by bookkeeping entry without physical delivery of such securities. [B] "Depository" means the Book Entry System, and the DTC system for the central handling of securities in which securities of any particular class or series of any issuer deposited therein may be treated as fungible and may be transferred, loaned, or pledged by bookkeeping entry without physical delivery of such securities. [C] A "report" on a "system of internal accounting control" is a report on the accounting system, the internal -3- accounting control, and procedures for safeguarding securities related to the custodial functions provided by a depository or custodian which is based on an examination by an independent public accountant that is sufficient in scope to provide reasonable assurance that any material inadequacies, existing or arising since the prior examination, would be disclosed. The report shall describe any material inadequacies disclosed, and if an examination did not disclose any material inadequacies the report shall so state. 2. DEPOSITORY ARRANGEMENT WITH DTC You agree that the arrangement between you and DTC will satisfy the following requirements: [A] With respect to a sale of a security by us, the depository may effect delivery of the security, except delivery to you for our account, only upon payment for the security or the depository's guarantee of payment, and with respect to a purchase of a security by us, the account in the depository representing our interest may be debited for payment for the security only upon delivery of the security to the account or the depository's guarantee of delivery. [B] The CREF securities shall be represented in an account at the depository which does not include any assets held by you other than as a fiduciary, custodian, or otherwise for customers. [C] The depository is obligated, if a certificated security in the depository has been lost, apparently destroyed, -4- or wrongfully taken, to take all appropriate and necessary steps to obtain replacement. You further agree to give us sixty (60) days written notice of your intention to terminate your participation in DTC. 3. SAFEKEEPING You will be solely responsible for the safekeeping, handling, servicing and disposition, in accordance with the terms of this Agreement, of all securities held by you hereunder, and you will be liable for any loss or damage with respect thereto, whether resulting from the use of a depository or otherwise, except for losses from causes beyond your control. "Losses beyond your control" shall mean only loss or damage resulting from war, insurrection, military, naval or usurped power, hurricane, cyclone, tornado, earthquake, volcanic eruption or similar disturbance of nature, or nuclear fission, fusion or radioactivity (except from industrial uses of nuclear energy). Losses arising by reason of any negligence, error, misfeasance or misconduct on the part of you or any of your employees or agents, or from your failure to enforce such rights as you may have against a depository, shall not be deemed to be from causes beyond your control and you hereby agree to indemnify us against any such loss. All such securities are to be segregated from your own securities, from those of any of your other customers, and from all accounts other than those established under this Agreement, except that, when the facilities of a depository are used, such segregation will be understood to mean segregation -5- upon your official records. You further agree that you will at all times give the securities held by you hereunder the same care you give your own property of a similar nature. You have advised us that you currently have in force, for your own protection, Bankers Blanket Bond Insurance of the broadest form available for commercial banks, in the amount of $40,000,000 for any one loss, and that you will continue to maintain such insurance in substantially the same form and amount. We understand that such insurance would be available, on a pro rata basis, to cover losses with respect to securities held by you hereunder. You agree to give us sixty (60) days written notice of any reduction in the amount, or material change in the form, of such insurance. It is understood and agreed that you are not under any duty to supervise the investment of, or to advise or make any recommendations to CREF with respect to the purchase or sale of any securities. 4. SERVICING A. ACQUISITIONS AND DISPOSITIONS - From time to time CREF will instruct you to acquire or dispose of securities on its behalf through properly authorized instructions, whether denominated as purchase warrant, sales warrant or otherwise. (See "Authorizations", Section 8 below). Upon receipt of such instructions and in accordance with this Agreement, you agree that you will: (a) receive such securities against payment or -6- exchange, as directed in any purchase warrant, and debit our checking account accordingly; and (b) assign, sell or otherwise dispose of such securities, against payment or exchange, or your guarantee of payment or exchange, as directed in any sales warrant, and credit our checking account accordingly on the date of actual delivery, with appropriate value. Such delivery is to be made by you on the contractual settlement date provided that (1) the securities are then in position in our account and (2) our delivery instructions are received in timely fashion. In connection with such dispositions: (i) with respect to any securities registered in CREF's name, appropriate stock or bond powers will accompany the sales warrant; and (ii) with respect to eligible transactions, you will make deliveries through (a) the Federal Reserve System, pursuant to Subpart 0 of the Treasury Department Circular #300 (31 Code of Federal Regulations Part 306), and operating circulars of the Federal Reserve Bank of New York, both as amended from time to time, or (b) the facilities of DTC pursuant to Section 8-320 of the New York Uniform Commercial Code and Rules and Procedures of DTC, and any subsequent amendments thereto; and -7- (c) furnish us with confirmation of any purchase or sale of securities and by book entry or otherwise identify as belonging to us a quantity of securities which constitute or are part of a fungible bulk of securities either registered in your name or in the name of your nominee as shown on your account on the books of the depository; and (d) withdraw and deliver securities free of payment as directed in any such written instructions (see "Authorizations", Section 8 below), provided, however, that under no circumstances are any securities to be withdrawn and delivered by you to any individual; such delivery is to be made only to another custodial account exclusively in the name of College Retirement Equities Fund or Teachers Insurance and Annuity Association of America. B. INCOME AND PRINCIPAL - Income on securities held by you hereunder will be credited automatically to our checking account when such amounts become due and payable. Amounts relating to securities which mature or are redeemed shall be credited to our checking account on the date the funds are received, with appropriate value. Collections of income in foreign currency are to be converted into United States dollars, to the extent possible, and in effecting such conversion you may use such methods or agencies as you may see fit including the facilities of your own foreign -8- division at customary rates. All risk and expense incident to such collection and conversion is for the account of the undersigned, and you shall have no responsibility for fluctuations in exchange rates affecting such conversion. You shall also acquire and hold hereunder all stock dividends, rights and similar securities issued with respect to any securities held by you hereunder. With respect to any dividend reinvestment plan in which CREF participates, and as to which you have been so notified, you agree to acquire and hold hereunder the appropriate number of shares issuable under such plan in lieu of the cash dividend. With respect to stock dividends, you are hereby authorized to sell any fractional interest and to credit our checking account with the proceeds thereof. C. REGISTRATION - Securities which are eligible for deposit in DTC may be maintained in your account with DTC which meets the requirements of Section 2 of this Agreement. Subject to the aforesaid provision, you will register all securities (except such as are in bearer form) in the name of your nominee, unless alternate registration instructions are furnished by us. With respect to securities registered in the name of your nominee, it is understood that negotiability is to be automatically provided by you as custodian. You will retain and have available at all times for inspection by regulatory authorities evidence that your nominee is registered as required by the laws and regulations of the United States and the State of -9- New York, as appropriate. You will obtain and hold waivers from your nominees as to the legal title of all securities registered in the names of your nominees. 5. VOTING AND OTHER ACTION No person may vote (other than pursuant to written instruction) any securities held by you hereunder. You will promptly transmit to us, or cause to be transmitted to us, directly from an issuer or through a depository, all notices, proxies and proxy soliciting materials with respect to securities held by you hereunder, which proxies will be executed by the registered holder thereof if registered otherwise than in the name of CREF, but without indicating the manner in which such proxies are to be voted. You will promptly transmit to us all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by you from the issuers of securities held by you hereunder. With respect to tender or exchange offers, you will promptly transmit to us all written information received by you from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. 6. RECORDS, AFFIDAVITS AND REPORTS With respect to the securities held by you hereunder, you agree: A. To furnish us at the close of each month with a - -10- list of such securities showing a complete description of each issue, which shall include the number of shares or par value of bonds so held at the end of such month; B. To maintain records sufficient to verify information we are required to report in Schedule D of the Annual Statement blank of the Insurance Department of the State of New York; C. To furnish us with the appropriate affidavit(s) in the form of Exhibit A, B, & C attached hereto, or in such other form as may be acceptable to you and to the New York Insurance Department in order for the securities referred to in such affidavit(s) to be recognized as admitted assets of CREF; and D. To furnish us with any report obtained by you on a depository's system of internal accounting control; and to furnish us with such reports on your system of internal accounting control as we may reasonably require. 7. ACCESS During the course of your regular banking hours, any officer or employee of CREF, any independent accountant(s) selected by CREF, and any member of the Insurance Department of the State of New York shall be entitled to examine, on your premises, securities held by you hereunder and your books and records pertaining to your actions under this Agreement, but only upon furnishing you with written instructions to that effect from any Authorized Officer of CREF with the title chairman, president, executive vice president, or treasurer. Your books -11- and records used in connection with our indirect participation in a depository, to the extent that they relate to depository services rendered to us by you, shall at all times during your regular business hours be open to inspection by duly authorized employees or agents of the Securities and Exchange Commission, but only upon furnishing you with written instructions to that effect from one of the Authorized Officers of CREF specified in the preceding sentence. 8. AUTHORIZATIONS A. Except as otherwise provided in this Agreement, written instructions by CREF hereunder shall be signed by any two of its Authorized Officers specified in a separate list for this purpose which will be furnished to you from time to time signed by the treasurer or an assistant treasurer and certified under the corporate seal by the secretary or an assistant secretary. B. Instructions for the withdrawal of CREF owned securities "free of payment" shall be acted upon by you only if received in writing manually signed by any two of such Authorized Officers with the title chairman, president, executive vice president, or treasurer, or by any one of those officers together with any CREF officer with the title senior vice president or vice president. 9. FEES AND EXPENSES You will be compensated for the services rendered under this Agreement through compensating balance arrangements negotiated between us from time to time. -12- Expenses incurred for postage, insurance, exchange, correspondent and similar charges in connection with transactions under this Agreement are to be billed to us periodically and are not to be deducted from sale proceeds or charged to any CREF account. Similarly, there should be neither a deduction from sale proceeds nor any debit to a CREF account for any coupons which may be in process of collection at the time bonds are delivered to you. 10. EXEMPTION FROM INCOME TAX CREF is exempt from the payment of United States income tax. You are hereby authorized and empowered, as CREF's agent, in its name, to sign any certificate of ownership or other certificate which is or may be required by any regulations of the Internal Revenue Service or other authority of the United States, provided that no certificate so signed by you shall be inconsistent with CREF's tax exempt status. To enable you properly to execute such certificates, we hereby certify that CREF is a corporation duly organized and existing under the laws of the State of New York, having its principal place of business in the City of New York. CREF's Employer Identification No. is 136022042. Should there be any change in the information furnished you herein, we will inform you promptly. If at any time CREF's status should be such as to require the withholding of any income tax from payments received by you, you are hereby authorized and empowered to make whatever deductions are then required by -13- applicable laws or regulations. 11. AMENDMENTS No amendments to this Agreement or change in any of the instructions set forth herein shall be effective unless made in writing and signed by either the chairman or president and by any executive vice president or the treasurer. 12. NOTICES Official security receipts and advices of all types relating to the Securities held by you hereunder will be prepared by you, in duplicate, and forwarded to the particular division or divisions of CREF indicated in a separate listing which the treasurer will furnish you from time to time. Written notices hereunder shall be hand-delivered or mailed first class, addressed (a) if to you, at your address set forth at the beginning of this Agreement or (b) if to CREF at 730 Third Avenue, New York, New York 10017, Attention: Treasurer. Written notice of (1) termination of this agreement, (2) termination of your participation in DTC, or (3) changes in your insurance coverage, shall be sent by certified mail. 13. TERMINATION Either party may terminate this Agreement by giving the other party sixty (60) days written notice of termination. -14- This Agreement shall become effective upon receipt by CREF of a copy of this letter signed by you indicating your acceptance thereof. Very truly yours, COLLEGE RETIREMENT EQUITIES FUND By: -------------------------------- By: -------------------------------- Accepted and agreed: BANKERS TRUST COMPANY By: - -------------------------------------- -15- I, Louis R. Garcia, Secretary of College Retirement Equities Fund, a corporation duly organized and existing under the laws of the State of New York, HEREBY CERTIFY that the attached is a true copy of the resolution duly adopted by the CREF board of trustees of said corporation at meeting thereof duly convened and held on March 13, 1974 and that such resolution is now in full force and effect, and is in accordance with the provisions of the bylaws of said corporation. WITNESS my hand and the seal of the Fund at New York City this 23 day of February , 1978. ---------------------------------- Louis R. Garcia, Secretary (SEAL) AMENDMENT TO CUSTODIAN SERVICES AGREEMENT DATED MARCH 17, 1978 AS AMENDED, BETWEEN COLLEGE RETIREMENT EQUITIES FUND & BANKERS TRUST COMPANY AMENDMENT dated February 14, 1992, to the Custodian Services Agreement, dated March 17, 1978, as amended (the "Custodian Services Agreement"), between COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers"). WHEREAS, CREF and Bankers have entered into the Custodian Services Agreement which sets forth the terms and conditions under which Bankers holds securities or other property of CREF; WHEREAS, CREF is establishing a new account (the "Global Equities Account") and desires to arrange for the custody of certain of the assets of the Global Equities Account with Bankers, and Bankers desires to hold such assets for CREF; NOW, THEREFORE, CREF and Bankers hereby agree that all custodial accounts opened with Bankers by CREF on behalf of the Global Equities Account shall be subject to, and governed in all respects by, the Custodian Services Agreement. IN WITNESS WHEREOF, the parties hereto have set their hand as of the date first mentioned above. COLLEGE RETIREMENT EQUITIES FUND BANKERS TRUST COMPANY By:_________________________________ By:______________________________________ John H. Biggs Name: President Title: and By:_________________________________ Richard J. Adamski Vice President and Treasurer AMENDMENT TO CUSTODIAN SERVICES AGREEMENT DATED MARCH 17, 1978 AS AMENDED, BETWEEN COLLEGE RETIREMENT EQUITIES FUND & BANKERS TRUST COMPANY AMENDMENT dated March 15, 1994, to the Custodian Services Agreement, dated March 17, 1978, as amended (the "Custodian Services Agreement"), between COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers"). WHEREAS, CREF and Bankers have entered into the Custodian Services Agreement which sets forth the terms and conditions under which Bankers holds securities or other property of CREF; WHEREAS, CREF is establishing two new accounts (the "Equity Index Account" and the "Growth Account") and desires to arrange for the custody of certain of the assets of the Equity Index Account and the Growth Account with Bankers, and Bankers desires to hold such assets for CREF; NOW, THEREFORE, CREF and Bankers hereby agree that all custodial accounts opened with Bankers by CREF on behalf of the Equity Index Account and the Growth Account shall be subject to, and governed in all respects by, the Custodian Services Agreement. IN WITNESS WHEREOF, the parties hereto have set their hand as of the date first mentioned above. COLLEGE RETIREMENT EQUITIES FUND BANKERS TRUST COMPANY By:_________________________________ By:______________________________________ John H. Biggs Name: President Title: Vice President and By:_________________________________ Richard J. Adamski Vice President and Treasurer AMENDMENT TO CUSTODIAN SERVICES AGREEMENT DATED MARCH 17, 1978 AS AMENDED, BETWEEN COLLEGE RETIREMENT EQUITIES FUND & BANKERS TRUST COMPANY AMENDMENT dated January 3, 1995, to the Custodian Services Agreement, dated March 17, 1978, as amended (the "Custodian Services Agreement"), between COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers"). WHEREAS, CREF and Bankers have entered into the Custodian Services Agreement which sets forth the terms and conditions under which Bankers holds securities or other property of CREF; WHEREAS, CREF is establishing one new account (the "Social Choice Account" and desires to arrange for the custody of certain of the assets of the Social Choice Account with Bankers, and Bankers desires to hold such assets for CREF; NOW, THEREFORE, CREF and Bankers hereby agree that all custodial accounts opened with Bankers by CREF on behalf of the Social Choice Account shall be subject to, and governed in all respects by, the Custodian Services Agreement. IN WITNESS WHEREOF, the parties hereto have set their hand as of the date first mentioned above. COLLEGE RETIREMENT EQUITIES FUND BANKERS TRUST COMPANY By:_________________________________ By:______________________________________ Thomas W. Jones Name: President Title: Vice President and By:_________________________________ Richard J. Adamski Vice President and Treasurer EX-3.(D) 9 CUSTODIAL SERVICES AGREEMENT CUSTODIAL SERVICES AGREEMENT Morgan Guaranty Trust Company March 3, 1988 23 Wall Street New York, New York 10015 Gentlemen: You are hereby authorized and requested to open one or more custodial accounts in the name of College Retirement Equities Fund ("CREF") or in your name or in the name of your branches on behalf of CREF. This Agreement defines the nature and scope of the services to be provided and your responsibility in connection with these custodial accounts. It is hereby agreed that all securities or other property now or hereinafter held by you hereunder are held for the custodial account of CREF and are to be maintained and disposed of by you only for us in accordance with the terms and conditions set forth in this Agreement. As used herein, unless specifically instructed in writing to the contrary, the phrase "held by you hereunder" shall also include (1) your authority to deposit all or any part of such property in a centralized depository, and (2) the deposit of securities or other property in a custody account maintained by Morgan Guaranty Trust Company wherever located. For purposes of this Agreement, a depository shall mean the system for the central handling of securities of any particular class or series of any issuer deposited therein which may be treated as part of a fungible bulk and may be transferred by bookkeeping entry without physical delivery of such securities. 1. SAFEKEEPING You will be responsible for the safekeeping, handling, servicing and disposition of all securities or other property of CREF held by you hereunder including, without limitation, any and all of CREF's funds (including cash and monies whether in United States or foreign denominated currencies, hereinafter termed the "Funds") deposited by CREF with you in accounts in CREF's name, your name or that of your nominees located at your head office or branch offices. - 2 - You agree to be liable and to indemnify and hold CREF harmless for any and all liability of loss or damage to CREF with respect to any such securities, Funds and other property, if such liability, loss or damage results from any negligence, misfeasance, or misconduct on the part of you, your officers or employees, your branches or your affiliates. Notwithstanding the foregoing, you further agree that you will at all times (1) give the securities or other property held by you hereunder the same care you give your own property of a similar nature and (2), with respect to the maintenance of the indicia of ownership of such securities or other property, comply with and remain subject to Section 404(b) of the Employee Retirement Income Security Act of 1974, and all applicable provisions of the regulations on the date this agreement shall become effective. It is understood and agreed that you are not under any duty to supervise the investment of, or to advise or make any recommendation to CREF with respect to the purchase or sale of any securities. In connection with your responsibilities hereunder, you have advised us that you currently have in force, for your own protection, Bankers Blanket Bond Insurance and you will continue to maintain such insurance in substantially the same form and amount. We understand that such insurance would be available to cover certain losses with respect to securities held by you hereunder. You agree to give us written notice of any reduction in the amount, or material change in the form of such insurance at least once a year or upon request. Promptly upon receiving a request therefore from CREF (and in any event no later than two (2) days in the case of Funds, and ten (10) days in the case of all other properties, after such request has been received by you), you agree to return, refund and repay in full, all Funds or other property of CREF held by you, your branches or any other entity pursuant to the terms of this Agreement, free of liens, security interests, rights, charges or claims of any kind, including, without limitation, any rights of offset, setoff or discharge relating to any such properties. Securities, Funds and other property are permitted to be held by a) Morgan Guaranty Trust Company at any of its offices wherever located, b) domestic securities depositories selected by Morgan Guaranty Trust Company with the approval of CREF and c) foreign securities depositories or clearing agencies (singly a "Foreign Securities System") selected by Morgan Guaranty Trust Company with the approval of CREF. - 3 - Such Foreign Securities Systems shall be deemed to be Subcustodian of Morgan Guaranty Trust Company and securities, Funds and other property held by a Foreign Securities System shall be considered for all purposes of this Agreement as being held directly by Morgan Guaranty Trust Company. The Bank shall have responsibility as a bailee for hire under the law of the State of New York with respect to any Foreign Securities System acting as a subcustodian of the Bank. Without limiting the generality of the foregoing, the Bank will hold CREF harmless from and indemnify it against any loss that occurs as a result of the negligence or willful misconduct of the Bank, its officers or employees, and any of the Foreign Securities Systems acting as the subcustodians of the Bank. The Bank's responsibility with respect to any securities, Funds and other property held by a domestic securities depository or any Foreign Securities System is limited to the failure on the part of the Bank to exercise reasonable care in the selection or retention of such domestic securities depository or Foreign Securities System and the Bank will hold the CREF harmless from and indemnify it against any loss that occurs as a result of the Bank's failure to exercise such reasonable care. 2. SERVICING A. WITHDRAWAL & DEPOSIT OF FUNDS. All Funds held by you hereunder shall be subject to withdrawal and deposit by you from time to time on behalf of CREF for the purpose of consummating the purchases or sales, as the case may be, of designated securities, solely upon your receipt of express directions from duly authorized officers of CREF in accordance with the provisions of Section 6 hereof. Such directions shall include, but shall not be limited to: (1) the execution and delivery of foreign currency contracts on behalf of CREF, (2) the debiting or crediting of currency accounts (United States or foreign) of CREF held by you, your branches or any other entities pursuant to this Agreement as of settlement date or such other date as specified in such instructions, and (3) the prompt return to CREF of any or all Funds or property held by you hereunder. B. ACQUISITIONS AND DISPOSITIONS OF SECURITIES. From time to time CREF will instruct you to receive or deliver securities on its behalf through properly authorized instructions as set forth in Section 6 herein. In accordance with this Agreement, notwithstanding such instructions that relate to settlement date entries, you agree that you will: (a) receive such securities against payment or exchange, as - 4 - directed in any authorized instruction and debit Funds held by you on our behalf only against satisfactory delivery of securities; (b) assign, sell, tender, exchange or otherwise dispose of such securities, only upon receipt of payment or exchange, or your guarantee of payment or exchange, as directed by a properly authorized instruction, and credit our checking account accordingly. Actual delivery of securities is to be made by you on the contractual settlement date only upon express instructions to such effect, PROVIDED that: (1) The securities are on deposit in our account, (2) our delivery instructions are received by you in timely fashion, and (c) promptly furnish us with advices or notices of any receives or delivers of securities, and identify by book entry or otherwise as a quantity of securities which constitute or are part of a fungible bulk of securities either registered in the name of your nominee or your branch's nominee as shown on your account on the books of a depository; (d) exchange securities where the exchange is purely ministerial. When instructed to deliver securities against payment, we understand that delivery will actually be made before receipt of payment in accordance with generally accepted market practice. We agree that we bear the risk that the recipient of the securities may fail to make payment, return the securities or hold the securities or the proceeds of their sale in trust for us or for Morgan as our agent. C. INCOME AND PRINCIPAL. Income on securities and Funds held by you hereunder will be credited automatically to our checking account upon notification that such income has become due and payable. Principal received in connection with securities which mature or are redeemed shall be credited to our checking account on the date such principal is received. Unless instructed otherwise, collections of income in foreign currency are to be converted into United States dollars and in effecting such conversion you may use such methods or agencies as you may see fit including your own facilities at prevailing rates. All risk and expense incident to such collection and conversion is for the account of the undersigned, and you shall - 5 - have no responsibility for fluctuations in exchange rates affecting such conversion. You shall also acquire and hold hereunder all stock dividends, rights and similar securities issued with respect to any securities held by you hereunder. With respect to any dividend reinvestment plan in which CREF participates, and as to which you have been so notified, you agree to acquire and hold hereunder the appropriate number of shares issuable under such plan in lieu of the cash dividend. With respect to stock dividends, you are hereby authorized to sell any fractional interest and to credit our checking account with the proceeds thereof. D. REGISTRATION. Securities which are eligible for deposit in centralized depositories may be maintained in your account with them or your branch's nominee. Subject to the aforesaid provision, you will register all securities (except such as are in bearer form) in the name of your nominee or your branch's nominee, unless alternate registration instructions are furnished by us. You will retain and have available at all times for inspection by regulatory authorities evidence that your nominee is registered as required by the laws and regulations of the United States and the State of New York, as appropriate. 3. VOTING AND OTHER ACTION No person may vote (other than pursuant to written instruction) any securities held by you hereunder. You will promptly transmit to us, or direct to be transmitted to us, all notices, proxies and proxy soliciting materials with respect to securities held by you hereunder, which proxies will be executed by the registered holder thereof if registered otherwise than in the name of CREF, but without indicating the manner which such proxies are to be voted. You will promptly transmit to us all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by you from the issuers of securities held by you hereunder. With respect to tender or exchange offers, you will promptly transmit to us all written information received by you from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. 4. RECORDS, AFFIDAVITS AND REPORTS With respect to the securities and other property held by you hereunder, you agree: - 6 - A. To maintain records sufficient to verify information we are required to report in Schedule D of the Annual Statement Blank of the Insurance Department of the State of New York as amended from time to time, which records will consist of a list of such securities showing a complete description of each issue, including the number of shares and par value of securities so held at the end of such month and such other information as may be required by such report or any other report required by the Insurance Department of the State of New York; B. To maintain records in new York regarding transactions and related activities described in "Servicing" Section 2 sufficient to verify the accuracy of regular monthly reports and income received on such securities and other property; C. To maintain records sufficient to verify information relating to Funds held by you, including but not limited to (1) the purchase of foreign currency contracts, (2) the maintenance of foreign currency accounts on behalf of CREF in the possession and custody of you, your branches or other entities located outside the United States, and (3) any reports submitted to CREF relating to its Funds; D. To furnish us with the appropriate affidavit(s) in the form of Exhibit A, attached hereto or in such other form as may be submitted to you by us from time to time which is acceptable to the Insurance Department of the State of New York or any other state or federal governmental agency having jurisdiction over CREF, in order for the securities and other property referred to in such affidavit(s) to be recognized as admitted assets of CREF and in order for CREF to comply with any other requirements of such Department or agencies; E. To furnish us with any report obtained by you on a depository's system of internal accounting control; and to furnish us with such reports on your system of internal accounting control as we may reasonably require; F. To furnish with all such other reports and information as shall be reasonably requested by us relating to all property held by you on our behalf pursuant to the terms of this Agreement; and G. To furnish all such information, reports and affidavits pursuant to this Section 4 within a reasonable time after request therefor. 5. ACCESS During the course of your regular banking hours, and duly - 7 - authorized officer, employee or agent of CREF, any independent accountants selected by CREF, and any member of the Insurance Department of the State of New York or governmental agencies having jurisdiction over CREF, shall be entitled to examine, on your premises, securities and records of all Funds and property held by you, your branches, or other entities hereunder and your books and records pertaining to your actions under this Agreement, but only upon furnishing you with written notice of such examination signed by a duly authorized officer of CREF. Your books and records used in connection with our indirect participation in a depository or other entities, to the extent that they relate to depository, custodial or other services rendered to us by you, pursuant to this Agreement, shall at all times during your regular business hours be open to inspection by duly authorized employees or agents of CREF or governmental agencies having jurisdiction over CREF, but only upon furnishing you with written notice to that effect as specified in the preceding sentence. Upon receiving a request from CREF, you agree that you will use your best efforts to enable any of the aforementioned officers, accountants, employees, agents and members of CREF, the Insurance Department of the State of New York or other governmental agencies having jurisdiction over CREF, to inspect and examine securities and other property of CREF and books and records of such property not located on your premises, which property and records are held on CREF's behalf by your branches or other entities pursuant to this Agreement. 6. AUTHORIZATION A. Except as otherwise provided in this Agreement, written instructions by CREF hereunder shall be signed by any two of its Authorized Officers specified in a separate list for this purpose which will be furnished to you from time to time signed by the treasurer or any assistant treasurer and by the secretary or an assistant secretary as certified under the corporate seal of CREF. B. Instructions for the withdrawal of CREF owned securities "free of payment" shall be acted upon by you only if received in writing manually signed by any two of such Authorized Officers with the title chairman, president, executive vice president, or treasurer, or by any one of those officers together with any CREF officer with the title senior vice president or vice president. 7. FEES AND EXPENSES You will be compensated for the services rendered under this - 8 - Agreement and reimbursed for out-of-pocket expenses through arrangements negotiated between us from time to time. 8. EXEMPTION FROM INCOME TAX CREF is exempt from the payment of United States income tax. Upon receipt of documentation evidencing CREF's tax exempt status, you are hereby authorized and empowered, as CREF's agent, in its name, to sign any certificate of ownership or other certificate which is or may be required by any regulations of the Internal Revenue Service or other authority of the United States. To enable you properly to execute such certificate, we hereby certify that CREF is a corporation duly organized and existing under the laws of the State of New York, having its principal place of business in the City of New York. CREF's Employer Identification No. is 136022042. Should there be any change in the information furnished you herein, we will inform you promptly. If at any time CREF's status should be such as to require the withholding of any income tax from payments received by you, you are hereby authorized and empowered to make whatever deductions are then required by applicable laws or regulations and are requested to notify CREF accordingly. 9. AMENDMENTS No amendment or change to this agreement shall be authorized by CREF without the written consent signed by either the chairman or president and by any executive vice president or the treasurer and accepted in writing by Morgan Guaranty Trust Company. 10. NOTICES Official receipts and advices of all types relating to the securities, Funds or other property held by you hereunder will be prepared by you, in duplicate, and forwarded to the particular divisions of CREF indicated in a separate listing which the treasurer will furnish you from time to time. Written notices hereunder shall be hand-delivered or mailed first class, addressed (a) if to you, at your address set forth at the beginning of this Agreement or (b) if to CREF at 730 Third Avenue, New York, New York 10017, Attention: Treasurer. Written notice of (1) termination of this Agreement, (2) termination of your participation in DTC or any other depository, (3) changes in your designation of any of your branches or other entities having custody of any of CREF's property under this Agreement, or (4) - 9 - changes in your insurance coverage, shall be sent by certified mail; provided, however, that any such notice pursuant hereto shall not constitute approval by CREF of any such termination, change or designation nor shall such notice relieve you of your responsibilities hereunder. Any notice so addressed, hand delivered and mailed shall be deemed to be given on whichever of the following dates shall first occur: (i) the date of actual receipt thereof, (ii) the fifth day next following the date mailed, or (iii) if the substance thereof is communicated by hand delivery or certified mail, the date so delivered or mailed. 11. TERMINATION Either party may terminate this Agreement by giving the other party sixty (60) days written notice of termination, provided, however, that you shall not terminate this Agreement without your prior delivery to us of all Funds, securities and other property of CREF held by you on our behalf pursuant to this Agreement. 12. EFFECT OF HEADINGS The Section headings herein are for convenience only and shall not affect the construction hereof. 13. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the law of the State of New York. This Agreement shall become effective upon receipt by CREF of a copy of this letter signed by you indicating your acceptance thereof. Very truly yours, COLLEGE RETIREMENT EQUITIES FUND BY:________________________ Richard J. Adamski Treasurer BY:________________________ Walter G. Ehlers President - 10 - Accepted and Agreed: MORGAN GUARANTY TRUST COMPANY BY:________________________ Julie Anne Ben-Susan Vice President EXHIBIT A CUSTODIAN AFFIDAVIT STATE OF ) )SS.; COUNTY OF ) __________________________________, being duly sworn deposes and says that he is ___________________________of the Morgan Guaranty Trust Company a banking corporation organized under and pursuant to the laws of the___________________________ with principal place of business at_________________________, (hereinafter called the "Bank"); That his duties involve supervision of activities of the Bank as custodian and records relating thereto; That the Bank is custodian for certain securities of College Retirement Equities Fund having a place of business at 730 Third Avenue, New York, N.Y. 10017 (hereinafter called the "Company") pursuant to the Custodial Services Agreement dated as of__________________, 1987 (hereinafter the "Agreement") between the Bank and the Company; That the schedule attached hereto is a true and complete statement of securities which were in the custody of the Bank for the account of the Company as of the close of business on_________________________; that unless otherwise indicated on the schedule, the next maturing and all subsequent coupons were then either attached to coupon bonds or in the process of collection; and that, unless otherwise shown on the schedule, all such securities were in bearer form or in registered form in the name of the Company or its nominee, or a nominee of the Bank or its agent's nominee, or were in the process of being registered in such form; That the Bank as custodian has the responsibility for the safekeeping of such securities as that responsibility is specifically set forth in the Agreement between the Bank as custodian and the Company; and That, to the best of his knowledge and belief, unless otherwise shown on the schedule, said securities were the property of said Company and were free of all liens, claims, or encumbrances whatsoever. Subscribed and sworn to before me this__________ day of__________________ _________________________________ (L.S.) EX-3.(E) 10 CUSTODIAL SERVICES AGREEMENT CUSTODIAL SERVICES AGREEMENT AGREEMENT dated as of March 1, 1990 between MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Bank") and COLLEGE RETIREMENT EQUITIES FUND ("CREF") on behalf of the CREF BOND MARKET ACCOUNT. WHEREAS, the parties desire to arrange for the custody of certain assets of CREF, specifically those of the CREF Bond Market Account, by the Bank; NOW THEREFORE, in consideration of the mutual agreement made herein, the Bank and CREF agree as follows: 1. ESTABLISHMENT OF ACCOUNTS a. Bank agrees to open and maintain custodial account(s) ("Custody Account(s)") on behalf of the CREF Bond Market Account ("Bond Account"), or such other CREF portfolios or accounts ("CREF Accounts") as the parties may from time to time agree to include within the scope of this Agreement, for any and all bonds and any other securities or other property received by Bank for the account of the Bond Account. b. Bank also hereby agrees to establish and maintain one or more deposit accounts ("Deposit Accounts") for all cash (including cash proceeds from the sale of such securities and similar investments and cash monies whether in United States or foreign denominated currencies, hereinafter termed "Cash") received by Bank for the Bond Account. Such accounts will be in the name of the Bond Account or in the name of Bank or Bank's branches or a Foreign Custodian, on behalf of the Bond Account. It is hereby agreed that all securities, Cash, or other property now or hereinafter held by Bank hereunder are held for the Bond Account and are to be maintained and disposed of by Bank only for the Bond Account in accordance with the terms and conditions set forth in this Agreement. 2. LOCATION OF ASSETS a. Securities, cash and other property are permitted to be held by (1) Bank at any of its offices wherever located; (2) domestic securities depositories ("Securities Depositories") selected by Bank with the approval of CREF on behalf of the Bond Account; (3) foreign securities depositories or clearing agencies ("Foreign Depository") selected by Bank with the approval of CREF on behalf of the Bond Account as described in Section 9 of this Agreement; and (4) Foreign banking institutions ("Foreign Banks") selected by Bank with the approval of CREF on behalf of the Bond Account as described in Section 9 of this Agreement. b. Such entities described in (2), (3) and (4), above, shall be deemed to be Sub-Custodians of Bank, and all securities, Cash and other property held by such entities shall, unless otherwise specifically agreed to in writing by Bank and -2- CREF, be considered for all purposes of this agreement as being held directly by Bank and subject to the terms of this Agreement. c. For purposes of this Agreement, a Securities Depository or Foreign Depository shall mean a system for the handling of securities of any particular class or series of any particular issuer deposited therein which may be treated as a part of a fungible bulk and may be transferred by bookkeeping entry without physical delivery of such securities. With respect to a Securities Depository, such entity shall be a clearing agency registered with the Securities and Exchange Commission ("Commission") under Section 17A of the Securities Exchange Act of 1934 ("Exchange Act"), which acts as a securities depository, or the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies in accordance with applicable Federal Reserve Board and Commission rules and regulations. With respect to a Foreign Depository, such entity shall satisfy the requirements of Rule 17f-5 under the Investment Company Act of 1940 ("1940 Act"). d. For purposes of this Agreement a Foreign Bank is a foreign banking institution satisfying Rule 17f-5 under the 1940 Act and appointed by Bank as provided in Section 9 of this Agreement. 3. BANK'S DUTIES a. Bank will be responsible for the safekeeping, handling, servicing and disposition of all securities, cash or other property of the Bond Account held by it hereunder -3- including, without limitation, any and all of the Bond Account's Cash held by or received by Bank in the name of the Bond Account, Bank's name, or that of Foreign Banks. b. Bank agrees to be liable and to indemnify and hold CREF harmless for any and all liability for loss or damage to CREF with respect to any such securities, Cash and other property, if such liability, loss or damage results from any negligence, misfeasance or misconduct on the part of Bank, its officers or employees, its branches or its affiliates. Bank shall have no liability for any consequential damages occasioned by delay in receipt of notice by Bank or by a Foreign Sub-Custodian of any payment, redemption, proceeding or other transaction regarding, or of any rights exercisable by the Bond Account in connection with any securities, Cash or other property with respect to which Bank has agreed to take action. c. Notwithstanding the foregoing, Bank further agrees that it will at all times give the securities or other property held by it hereunder the same care as it gives its own property. d. It is understood and agreed that Bank is not under any duty to supervise the investment of, or to advise or make any recommendation to CREF with respect to, the purchase or sale of any securities. e. In connection with Bank's responsibilities hereunder, it has advised CREF that it currently has in force, for its own protection, Bankers Blanket Bond Insurance, and it is Bank's intention to continue to maintain such insurance in -4- substantially the same form and amount. CREF understands that such policies would apply to losses under this agreement. Bank agrees to give CREF written notice of any reduction in the amount, or material change in the form of such insurance, at least once a year upon request. f. Bank shall have responsibility as a bailee for hire under the law of the State of New York with respect to any Foreign Securities System or Foreign Custodian acting as a Sub-Custodian of Bank. Without limiting the generality of the foregoing, Bank will hold CREF harmless from and indemnify it against any loss that occurs as a result of the negligence, misfeasance or misconduct of Bank, its officers or employees, and any Foreign Depository or Foreign Bank acting as Foreign Sub-Custodian of Bank. 4. RECEIPT AND DISBURSEMENT OF CASH a. Bank shall open and maintain a separate Deposit Account for the Bond Account, in the name of the Bond Account, subject only to actions by Bank acting pursuant to the terms of this Agreement. Bank shall hold in such accounts, subject to the provisions hereof, all Cash received by it from or for the Bond Account. All Cash held by Bank hereunder shall be subject to withdrawal and deposit by Bank from time to time on behalf of the Bond Account for the purpose of consummating the purchases or sales, as the case may be, of designated securities, solely upon Bank's receipt of express directions in the form of Authorized Instructions in accordance with the provisions of Section 20. -5- Such directions shall include, but are not limited to: (1) the execution and delivery of foreign currency contracts on behalf of the Bond Account; (2) the debiting or crediting of currency accounts (United States or foreign) of the Bond Account held by Bank, pursuant to this Agreement as of settlement date or such other date as specified in such instructions; (3) the purchase of securities, options on securities, futures contracts, options on futures contracts, or other property for the Bond Account but only (i) upon the delivery of such securities or other property or evidence of title for such options on securities, futures contracts or options on futures contracts to Bank, registered in the name of CREF or of the nominee of Bank referred to in Section 10 hereof or in proper form for transfer; (ii) in the case of repurchase agreements for securities entered into between the CREF on behalf of the Bond Account and the Bank, or another bank, or a broker-dealer which is a member of the National Association of Securities Dealers ("NASD") against delivery of the securities either in certificate form or through an entry crediting Bank's account at the Federal Reserve Bank with such securities or against delivery of the receipt evidencing purchase by the Bond Account of securities owned by Bank along with written evidence of the agreement by Bank to repurchase such securities from the Bond Account; or (iii) in the case of a purchase affected through a Securities Depository in accordance with the provisions of -6- Section 7 hereof. (4) the payment of interest, taxes (if any), management or supervisory fees or operating expenses (including, without limitation thereto, fees for legal, accounting and auditing services) (if any); (5) payments in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Bond Account held by or to be delivered to Bank; or (6) other corporate purposes. b. Bank is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received by it for the accounts of CREF. 5. HOLDING SECURITIES Bank shall hold in a separate Custody Account for the Bond Account, and physically segregated at all times from those of any other persons, firms or corporations, or any other of CREF's Accounts, pursuant to the provisions hereof, all securities and other property to be held by it for the Bond Account, except those held in a Securities Depository as described in Section 7 of this Agreement or a Foreign Sub-Custodian as described in Section 9 of this Agreement. All such securities are to be held or disposed of by Bank for, and subject at all times to the instructions of, CREF pursuant to the terms of this Agreement. Bank shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except pursuant to the Authorized -7- Instructions of CREF on behalf of the Bond Account and only as set forth in Section 19 of this Agreement. 6. RECEIPT AND DELIVERY OF SECURITIES From time to time CREF on behalf of the Bond Account will instruct Bank to receive or deliver securities through Authorized Instructions as set forth in Section 20. Such instructions may be continuing if agreed to by the parties. a. In accordance with this Agreement, notwithstanding such instructions that relate to settlement date entries, Bank agrees to receive such securities against payment or exchange as directed in any Authorized Instructions and debit cash held in a Deposit Account on behalf of the Bond Account only against satisfactory delivery of securities. b. In accordance with this Agreement, notwithstanding instructions that relate to settlement date entries, Bank agrees to transfer, exchange, or deliver securities held by it hereunder including, but not limited to, the following: (1) for sales of such securities for the Bond Account upon receipt by Bank of payment therefor; (2) when such securities are called, redeemed or retired or otherwise become payable; (3) for examination by any broker selling any securities located in the U.S. in accordance with "U.S. street delivery" custom, provided that in any such case, Bank shall have no responsibility or liability for any loss arising from the -8- delivery of such securities prior to receiving payment for such securities except as may result from Bank's negligence, misfeasance, or misconduct; (4) in exchange for or upon conversion into other securities alone or other securities and cash whether pursuant to any plan or merger, consolidation, reorganization, recapitalization or readjustment, or otherwise; (5) upon conversion of such securities pursuant to their terms into other securities; (6) upon exercise of subscription, purchase or other similar rights represented by such securities; (7) for the purpose of exchanging interim receipts or temporary securities for definitive securities; (8) upon receipt of payment in connection with any repurchase agreement related to such securities entered into by the Bond Account; (9) for delivery in connection with any loans of securities made by the Bond Account, in accordance with the provisions of Section 12 herein; (10) for other purely ministerial exchanges; or (11) for other corporate purposes. As to any deliveries made by you pursuant to Items (2), (4), (5), (6), (7) and (10), securities or cash receivable in exchange therefor shall be deliverable to Bank. c. Actual delivery of securities is to be made by Bank on the contractual settlement date only upon express -9- instructions to such effect, provided that: (1) the securities are on deposit in a Custody Account for the Bond Account; and (2) the delivery instructions are received by Bank in timely fashion. e. Except as specifically otherwise stated in this Agreement, in any and every case where payment for purchase of securities for the account of the Bond Account is made by the Bank in advance of receipt of the securities purchased in the absence of specific written instructions from CREF on behalf of the Bond Account to so pay in advance, Bank shall be liable for any loss to CREF for such securities to the same extent as if the securities had been received by Bank. f. Bank shall promptly furnish the Bond Account with advices or notices of any receipts or deliveries of securities. g. Bank will not be responsible for any act or omission, or for the insolvency of any broker or agent selected by Bank to effect a transaction for the account of the Bond Account; provided, however, Bank is not negligent in the selection of such broker or agent. 7. DEPOSIT OF BOND ACCOUNT ASSETS IN A SECURITIES DEPOSITORY Bank may deposit and maintain securities owned by the Bond Account in a Securities Depository subject to the following provisions: a. Bank may keep the Bond Account's securities in a -10- Securities Depository provided that such securities are represented in an account of Bank ("Bank's Account") in Securities Depository which shall not include any assets of Bank other than assets held as a fiduciary, custodian or otherwise for customers; b. The records of Bank will identify those securities of the Bond Account held in a Securities Depository as being held in book-entry form on behalf of the Bond Account; c. Bank shall pay for securities purchased for the account of the Bond Account upon (i) receipt of advice from the Securities Depository that such securities have been transferred to Bank's Account, and (ii) the making of an entry on the records of Bank to reflect such payment and transfer for the account of the Bond Account. Bank shall transfer securities sold for the account of the Bond Account upon (i) receipt of advice from the Securities Depository that payment for such securities has been transferred to Bank's Account, and (ii) the making of an entry on the records of Bank to reflect such transfer and payment for the account of the Bond Account. d. Anything to the contrary in this Agreement notwithstanding, Bank shall be liable to CREF for the benefit of the Bond Account for any loss or damage to the Bond Account resulting from use of any Securities Depository by reason of any negligence, misfeasance or misconduct of Bank or any of its agents or of any of the employees of such Depository or Bank or from failure of Bank or any such agent to enforce effectively -11- such rights as it may have against a Securities Depository; at the election of the CREF on behalf of Bond Account, it shall be entitled to be subrogated to the rights of Bank with respect to any claim against a Securities Depository or any other person which Bank may have as a consequence of any such loss or damage if and to the extent that the Bond Account has not been made whole for any such loss or damage. 8. SEGREGATED ACCOUNT Bank shall upon receipt of Authorized Instructions from CREF on behalf of the Bond Account establish and maintain a segregated account or accounts for and on behalf of the Bond Account, into which account or accounts may be transferred Cash and/or securities, including securities maintained by Bank in a Securities Depository pursuant to Section 7 hereof: (a) in accordance with the provisions of any agreement among CREF on behalf of the Bond Account, Bank and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Bond Account; (b) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Bond -12- Account or commodity futures contracts or options thereon purchased or sold by the Bond Account; (c) for the purposes of compliance by the Bond Account with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Commission relating to the maintenance of segregated accounts by registered investment companies; and (d) for other corporate purposes, BUT ONLY, in the case of clause (d), upon receipt of Authorized Instructions from CREF on behalf of the Bond Account. 9. DUTIES OF THE BANK WITH RESPECT TO PROPERTY OF THE BOND ACCOUNT HELD OUTSIDE OF THE UNITED STATES a. CREF on behalf of the Bond Account hereby authorizes and instructs Bank to employ as Sub-Custodians for the Bond Account's securities and other assets maintained outside the United States the Foreign Banks and Foreign Depositories designated on a separate document (together "Foreign Sub-Custodians"). Upon receipt of Authorized Instructions, Bank and CREF on behalf of the Bond Account may agree to designate additional, Foreign Sub-Custodians. Upon receipt of Authorized Instructions, CREF on behalf of the Bond Account may instruct Bank to cease to utilize any one or more Foreign Sub-Custodians on behalf of the CREF Bond Account. b. Except as may otherwise be agreed upon in writing by Bank and CREF, assets of the Bond Account shall be maintained in Foreign Depositories only through arrangements implemented by Bank or by Foreign Banks serving as Sub-Custodians on behalf of -13- the Bond Account in accordance with the terms hereof. c. The Bank agrees that with respect to each Foreign Sub-Custodian (i) the assets of the Bond Account will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Foreign Sub-Custodian or its creditors or agents, except a claim of payment for their safe custody or administration; (ii) beneficial ownership of the assets of the Bond Account will be freely transferable without the payment of money or value other than for custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to the Bond Account; (iv) officers of or auditors employed by, or other representatives of Bank, including to the extent permitted under applicable law the independent public accountants for the Bond Account, will be given access to the books and records of the Foreign Sub-Custodian relating to its actions under its agreement with Bank; (v) assets of the Bond Account held by the Foreign Bank will be subject only to the instructions of Bank; and (vi) assets of the Bond Account held by a Foreign Depository will be subject only to the instructions of Bank or Foreign Bank. d. With respect to assets maintained in a Foreign Depository, except as otherwise required by such Foreign Depository or other applicable regulations, Bank shall pay for securities purchased for the account of the Bond Account upon (i) receipt of advice from the Foreign Depository that such securities have been transferred to Bank's Account and (ii) the -14- making of an entry on the records of Bank to reflect such payment and transfer for the account of the Bond Account. Bank shall transfer securities sold for the account of the Bond Account upon (i) receipt of advice from the Foreign Depository that payment for such securities had been transferred to Bank's Account, and (ii) the making of any entry on the records of Bank to reflect such transfer and payment for the account of the Bond Account. e. Until Bank receives Authorized Instructions to the contrary, Bank will instruct each Foreign Sub-Custodian to take such steps as may reasonably be necessary to secure or otherwise prevent the loss of rights relating to any securities, Cash or other property; PROVIDED that it shall be understood that the monitoring of investment data provided by a recognized international investment data service by Bank will be deemed to fulfill Bank's obligation under this Section 9.e. f. Bank shall identify on its books as belonging to the Bond Account the securities, Cash or other property held by each Foreign Sub-Custodian. g. Bank will supply to the Bond Account from time to time, as mutually agreed upon, statements in respect of the securities and other assets held by Foreign Sub-Custodians, including but not limited to an identification of entities having possession of the Bond Account's securities and other assets and advices or notifications of any transfers of securities to or from each Custody Account maintained by a Foreign Bank for Bank on behalf of the Bond Account indicating, as to securities -15- acquired for the Bond Account, the identity of the entity having physical possession of such securities. Bank shall furnish annually to the Bond Account, during the month of [June], all relevant information necessary to enable CREF to evaluate the Foreign Sub-Custodians employed by Bank. Such information shall be similar in kind and scope to that furnished to the Bond Account in connection with the initial approval of this agreement. h. In addition, Bank will promptly inform the Bond Account in the event that Bank learns of a material adverse change in the financial condition of a Foreign Sub-Custodian or any material loss of the assets of the Bond Account or is notified by such Foreign Sub-Custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with generally accepted U.S. accounting principles). i. Anything to the contrary in this Agreement notwithstanding, Bank shall be liable to CREF for the benefit of the Bond Account for any loss or damage to the Bond Account resulting from use of any Foreign Sub-Custodian by reason of any negligence, misfeasance or misconduct of Bank or any of its agents or of any of the employees of such Sub-Custodian or Bank or from failure of Bank or any such agent to enforce effectively such rights as it may have against a Foreign Sub-Custodian; at -16- the election of the CREF on behalf of Bond Account, it shall be entitled to be subrogated to the rights of Bank with respect to any claim against a Foreign Sub-Custodian or any other person which Bank may have as a consequence of any such loss or damage if and to the extent that the Bond Account has not been made whole for any such loss or damage. j. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for securities received for the account of the Bond Account and delivery of securities maintained for the account of the Bond Account may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. 10. INCOME a. Income on securities and cash held by Bank hereunder will be credited automatically to a Deposit Account or Custody Account upon receipt and in accordance with local market practices. Principal received in connection with securities which mature or are redeemed shall be credited to a Deposit Account or a Custody Account on the date such principal is received. All collections of income or principal paid or -17- distributed with respect to any securities, Cash or other property shall be made at the risk of the Bond Account, provided however, that Bank takes reasonable steps to collect such income or principal and there is no negligence, misfeasance or misconduct on the part of Bank. b. Unless instructed otherwise, collections of income in foreign currency are to be converted into United States dollars, and in effecting such conversion Bank may use such methods or agencies as it may see fit including its own facilities at prevailing rates. All risk and expense incident to such collection of income regardless of the particular currency or currencies involved is for the account of the undersigned, and Bank shall have no responsibility for fluctuations in exchange rates affecting such conversion. c. Unless and until Bank receives written instructions to the contrary, it shall: (1) present for payment all coupons and other income items held by it for the account of the Bond Account which call for payment upon presentation and hold the cash received by it upon such payment for the appropriate account; (2) collect interest and cash dividends received, with notice to CREF, for the Bond Account; (3) hold for the Bond Account all stock dividends, rights and similar securities issued with respect to any securities held by Bank hereunder, and with respect to stock dividends, it is hereby authorized to sell any fractional -18- interest and to credit the Deposit Account with the proceeds thereof; and (4) with respect to any dividend reinvestment plan in which the Bond Account participates, and as to which Bank has been so notified, it agrees to acquire and hold hereunder the appropriate number of shares issuable under such plan in lieu of the cash dividend. d. Any dividends or interest automatically credited to the Deposit Accounts which are not subsequently collected by Bank from the corporation making such payment will be reimbursed to Bank and Bank may debit the Deposit Accounts for this purpose. 11. REGISTRATION Securities which are eligible for deposit in Securities Depositories or Foreign Depositories may be maintained in Bank's Account with such Depositories. Subject to the aforesaid provision, Bank will register all securities (except such as are in bearer form) in the name of its nominee or the nominee of the Securities Depository or Foreign Depository, unless alternate registration instructions are furnished by CREF. Bank will retain and have available at all times for inspection by regulatory authorities evidence that its nominee is registered as required by the laws and regulations of the United States and the State of New York, as appropriate. All such agents shall be appointed in conformance with Section 21. The Bond Account agrees to hold such nominee harmless from any liability as a holder of record of such securities and will have the same -19- responsibility as if the securities were registered in the name of the Bond Account. The foregoing shall not relieve Bank of its responsibilities or liabilities hereunder. 12. PROVISIONS RELATING TO SECURITIES LENDING a. From time to time CREF on behalf of the Bond Account shall designate in an Authorized Instruction securities held by Bank in its Custodial Account to be loaned to specified borrowers ("Borrowers"). Such securities shall be termed the "Loaned Securities". This Section shall apply to and shall be controlling solely with respect to such Loaned Securities and lending services relating thereto. Loaned Securities which are returned by the Borrower to Bank shall upon receipt thereof constitute securities and property held by Bank to which the provisions of this Agreement shall be applicable unless otherwise provided herein. b. From time to time CREF on behalf of the Bond Account will provide Bank with Authorized Instructions regarding the delivery or return of Loaned Securities. In this connection, Bank is authorized and directed, all in accordance with such instructions to promptly: (1) Deliver the Loaned Securities to the Borrower for the Bond Account, against receipt by Bank of collateral in respect of such Loaned Securities (the "Collateral"), in the form and amount specified in such instructions. Bank shall promptly place the specified Collateral in a Deposit or Custody Account and promptly notify CREF on behalf of the Bond Account of such -20- transaction. (2) Receive Loaned Securities being returned by Borrower in the form and amount specified in the Authorized Instructions. Upon satisfactory delivery of such Loaned Securities, Bank shall debit the defined Collateral from CREF's Deposit Account in accordance with such instructions and pay or redeliver the specified Collateral to Borrower and promptly notify CREF on behalf of the Bond Account of such transaction. (3) Release to Borrower any excess Collateral or receive Collateral from Borrower as specified in instructions issued by CREF on behalf of the Bond Account. Bank shall promptly transmit the specified Collateral to be released, or accept delivery and transmit Collateral received to a Deposit Account, as the case may be, and notify CREF on behalf of the Bond Account of such transmittal or receipt. Bank shall debit or credit the defined Collateral from the Deposit Account, as appropriate. c. Where Bank has received Authorized Instructions from CREF indicating that CREF has previously received adequate Collateral covering contemplated loans, Bank is authorized to deliver Loaned Securities "Free of Payment" upon express direction from CREF with respect to designated Loaned Securities. A list of authorized Borrowers who are eligible to receive such Loaned Securities will be signed by any two Authorized Officers, with the title of Chairman, President, Executive Vice President and Treasurer, or by any one of these officers together with any -21- CREF officers with the title of Senior Vice President or Vice President, in accordance with paragraph b. of Section 20. d. CREF on behalf of the Bond Account shall also provide Bank with written instructions regarding Loaned Securities for which CREF has previously received adequate Collateral and their delivery "Free of Payment" to designated Borrowers in accordance with paragraph c. hereof or the return of Loaned Securities. Bank shall be authorized, in accordance with such written instructions, to: (1) Deliver the Loaned Securities, "Free of Payment" to the listed Borrower, and (2) Receive Loaned Securities specified in our instructions. Bank shall promptly advise CREF on behalf of the Bond Account of the completion of any such specified transaction. e. Bank agrees to receive from the Borrower any income, dividends, and/or distributions made by the issuer with respect to the Loaned Securities, and to credit the Deposit Account or Custody Account when such amounts and properties are received from the Borrower in accordance with the provisions of Section 10. f. Bank shall be responsible for the Collateral and Loaned Securities in its possession and for the handling and servicing of such property in accordance with written instructions. Bank is hereby designated to acquire possession of Collateral on behalf of the Bond Account and to act as bailee or -22- financial intermediary (as defined in the Uniform Commercial Code of the State of New York, as amended the "UCC"), as the case may be, to enable CREF on behalf of the Bond Account to perfect and maintain perfection of a security interest in such Collateral, pursuant to the provisions of the UCC or other applicable laws, as amended from time to time. It is understood that Bank shall not be responsible for obtaining or perfecting CREF's security interest in the Collateral other than in accordance with the preceding sentence and the instructions regarding delivery and receipt, and shall not be responsible to advise CREF of the steps necessary to obtain or perfect such interest or for effecting any statutory filing, unless mutually agreed upon at such time. Under no circumstances and in no event shall Bank have or be charged with any responsibility or liability for (i) the credit worthiness or continued credit worthiness of any Borrower, (ii) the adequacy or value of any Collateral in connection with any loan of securities, (iii) the failure of the Borrower to pay any income, dividend and/or distribution made by the issuer on the Loaned Securities, or (iv) any act taken by it in accordance with the direction of the Bond Account, or omitted by it in the absence of such direction. g. Bank shall report as assets of its Custody Account property which is Loaned Securities that have previously been delivered to Borrowers and hence are not in Bank's possession. Bank shall have no responsibility or liability whatsoever with respect to such Loaned Securities and shall perform no services -23- with respect thereto, except as specifically set forth herein. h. Bank shall provide to CREF a Report of Assets Held which shall include all Loaned Securities (whether or not such securities are in the possession of Borrowers) designated in such report to indicate that the same is reported on a memorandum entry basis or on such other basis as shall be mutually agreed upon. Bank shall also provide to CREF all information and data specified in paragraphs a., b., c. and f. of Section 15, and such further information concerning the Loaned Securities and Collateral, so that CREF may properly account for and segregate such property. Bank shall furnish CREF with all such other reports and information as CREF shall reasonably request. Bank shall furnish CREF with all reports and information pursuant to this Amendment within a reasonable time after request therefor. 13. VOTING AND OTHER ACTION No person may vote (other than pursuant to Authorized Instructions) any securities held by Bank hereunder. Bank will promptly transmit to CREF, or direct to be transmitted to CREF, all notices, proxies and proxy soliciting materials with respect to securities held by it hereunder, which proxies will be executed by the registered holder thereof if registered otherwise than in the name of CREF or the Bond Account, but without indicating the manner in which such proxies are to be voted. Bank will promptly transmit to CREF all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) -24- received by it from the issuers of securities of other property held by it hereunder. With respect to tender or exchange offers, Bank will promptly transmit to CREF all written information received by it from issuers of the securities or other property whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. 14. FEES AND EXPENSES Bank will be compensated for the services rendered under this Agreement and reimbursed for out-of-pocket expenses through arrangements negotiated between CREF on behalf of the Bond Account and Bank from time to time. 15. RECORDS, AFFIDAVITS AND REPORTS With respect to the securities and other property held by Bank hereunder, Bank agrees: a. To maintain records sufficient to verify information CREF is required to report in Schedule D of the Annual Statement Blank of the Insurance Department of the State of New York ("Insurance Department") as amended from time to time, which records will consist of a list of such securities showing a complete description of each issue, including the number of shares and par value of securities so held at the end of such month and such other information as may be required by such report or any report required by the Insurance Department; b. To maintain records regarding transactions and related activities described in Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 sufficient to verify the accuracy of regular monthly and -25- other reports and income received on such securities and other property; c. To maintain records sufficient to verify information relating to Cash held by Bank, including but not limited to (i) the purchase of foreign currency contracts, (ii) the maintenance of foreign currency accounts on behalf of CREF in the possession and custody of Bank, its branches or other entities located outside the United States, and (iii) any reports submitted to CREF relating to its Cash; d. To create, maintain and preserve all reports and records relating to Bank's activities and obligations under this Agreement as provided for in this Section in such manner as will meet the requirements of the 1940 Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder and the Exchange Act, including Section 17 thereof and Rules 17a-3 and 17a-4 thereunder, and to file a written undertaking with the Commission as will meet the requirements of Rule 17a-4(i) to the effect that such records are the property of the Bond Account and will be surrendered to the Bond Account promptly upon request; e. To permit examination of such books and records as provided for in this Section at any time or from time to time during business hours as provided for in Section 16 by representatives or designees of the Commission, and to promptly furnish to the Commission or its designees true, correct, complete and current hard copy of any or all or any part of such books and records; -26- f. To furnish the Bond Account with the appropriate affidavit(s) in the form of Exhibit A, attached hereto or in such other form as may be submitted to Bank by CREF on behalf of the Bond Account from time to time which is acceptable to the Insurance Department or any other state or federal governmental agency having jurisdiction over CREF, in order for the securities and other property referred to in such affidavit(s) to be recognized as admitted assets of CREF and in order for CREF to comply with any other requirements of such Department or agencies; g. To furnish the Bond Account with any report obtained by Bank on a Securities Depository's or Foreign Sub-Custodians system of internal accounting control; and to furnish the Bond Account with such reports on Bank's system of internal accounting control as CREF on behalf of the Bond Account may reasonably require; h. To furnish all such other reports and information as shall be reasonably requested by CREF on behalf of the Bond Account relating to all property held by Bank on the Bond Account's behalf pursuant to the terms of this Agreement; and i. That all such information, records, reports, and affidavits maintained or held by Bank pursuant to this Section remain the property of Bond Account and copies of all such information will be surrendered to Bond Account within a reasonable time after request therefor. j. The specific records, reports and affidavits -27- required in a. through i. above shall be set forth in a separate document which may be modified from time to time by agreement of the parties to this Agreement. 16. RECONCILIATION OF STATEMENTS OR ADVICES CREF agrees that it will reconcile statements and advices sent by mail or electronic media and that all such statements and advices will be considered final sixty days from the date of dispatch unless CREF has notified Bank orally or in writing regarding any questions or problems. 17. ACCESS a. During the course of Bank's regular banking hours, any duly authorized officer, employee or agent of CREF, any independent accountants selected by CREF, any member of the Insurance Department, and any representative or designee of the Commission or other governmental agencies having jurisdiction over CREF, shall be entitled to examine, on Bank's premises, securities and records of all securities, Cash and other property held by Bank, its branches, or other entities hereunder and its books and records pertaining to its actions under this Agreement, but only upon furnishing Bank with one day notice of such examination signed by a duly authorized officer of CREF. Bank's books and records used in connection with CREF's indirect participation in a depository or other entities, to the extent that they relate to depository, custodial or other services rendered to CREF by Bank, pursuant to this Agreement, shall at all times during Bank's regular business hours to be open to -28- inspection by duly authorized employees or agents of CREF, or governmental agencies having jurisdiction over CREF, but only upon furnishing Bank with one day's notice to that effect as specified in the preceding sentence. b. Upon receiving a request from CREF, Bank agrees that it will take such steps as are within its power to enable any of the aforementioned officers, accountants, employees, agents and members of CREF, the Insurance Department, the Commission or other governmental agencies having jurisdiction over CREF, to inspect and examine securities and other property of CREF and books and records of such property not located on Bank's premises, which property and records are held on CREF's behalf by its branches or other entities pursuant to this Agreement. 18. EXEMPTION FROM INCOME TAX a. CREF is exempt from the payment of United States income tax. Upon receipt of documentation evidencing CREF's tax exempt status, Bank is hereby authorized and empowered as CREF's agent to sign in its name any certificate of ownership or other certificate which is or may be required by any regulations of the Internal Revenue Service, the laws of any state, or other authority of the United States. b. To enable Bank properly to execute the certificate described in a. above, CREF hereby certifies that CREF is a corporation duly organized and existing under the laws of the State of New York, having its principal place of business in the -29- City of New York. CREF's Employer Identification No. is 136022042. 19. AMENDMENTS No amendment or change to this Agreement shall be authorized by CREF on behalf of the Bond Account without the written consent signed by an officer with the title of either Chairman or President and any officer with the title of Executive Vice President or Treasurer and accepted in writing by Bank. 20. AUTHORIZATION a. Except as otherwise provided for in this Agreement, written instructions by CREF hereunder shall be signed by any two of its Authorized Officers specified in a separate list for this purpose which will be furnished to Bank from time to time signed by the treasurer or any assistant treasurer and by the secretary or any assistant secretary as certified under the corporate seal of CREF. Such instructions are referred to herein as "Authorized Instructions". Upon receipt of written instructions pursuant to paragraph b., below accompanied by a detailed description of procedures approved by such instructions, Authorized Instructions may include communications effected directly between electro-mechanical or electronic devices provided that CREF and Bank are satisfied that such procedures afford adequate safeguards for the Bond Account's assets. b. Where expressly provided for in Section 12.c. and 20.a. herein or in connection with the delivery of securities or other property "Free of Payment," written instructions shall be -30- acted upon only if received in writing manually signed by any two of such Authorized Officers with the title Chairman, President, Executive Vice President, or Treasurer, or by any one of those officers together with any CREF officer with the title Senior Vice President or Vice President. c. Bank shall not be liable for any action taken in good faith upon Authorized Instructions or upon written instructions pursuant to b., above, and may rely on such documents that it in good faith believes to be validly executed. 21. APPOINTMENT OF AGENTS The Bank may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Agreement as the Bank may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Bank of its responsibilities or liabilities hereunder. 22. NOTICES a. Official receipts and advices of all types relating to the securities, cash or other property held by Bank hereunder will be prepared by Bank, in duplicate, and forwarded to the particular divisions of CREF on behalf of the Bond Account indicated in a separate listing which the treasurer will furnish to Bank from time to time. b. Written notices hereunder shall be hand-delivered -31- or mailed first class, addressed, if to Bank, at 60 Wall Street New York, New York 10015, or if to CREF, at 730 Third Avenue, New York, New York 10017, Attention: Treasurer. Written notice of (i) termination of this Agreement, (ii) termination of Bank's participation in DTC or any other securities depository, (iii) changes in Bank's designation of any of its branches or Sub-Custodians having custody of any of the Bond Account's assets under this Agreement, or (iv) changes in Bank's insurance coverage, shall be sent by hand or by first-class mail; provided, however, that any such notice pursuant hereto shall not constitute approval by CREF of any such termination, change or designation nor shall such notice relieve Bank of its responsibilities hereunder. c. Any notice so addressed, hand delivered and mailed shall be deemed to be given on whichever of the following dates shall first occur: (i) the date of actual receipt thereof, (ii) the fifth day next following the date mailed, or (iii) if the substance thereof is communicated by hand delivery or certified mail, the date so delivered or mailed. 22. TERMINATION OR ASSIGNMENT This Agreement may be terminated by either party on sixty days' written notice sent by certified mail. Upon any termination of this Agreement, pending appointment of a successor to Bank or a vote of the participants of CREF to dissolve or to function without a custodian of its cash, securities or other property, Bank shall deliver Cash, securities or other property -32- to a bank or trust company selected by CREF on behalf of the Bond Account having an aggregate capital, surplus and undivided profits, as shown by its last published report of not less than five hundred thousand dollars ($500,000) as a custodian for CREF to be held under terms similar to those of this Agreement; provided, however, that Bank shall not be required to make any such delivery or payment until full payment shall have been made by CREF on behalf of the Bond Account of all liabilities constituting a charge on or against the properties then held by Bank or on or against it, and until full payment shall have been made to Bank of all fees, compensation, costs and expenses, subject to the provisions of Section 14 of this Agreement. This Agreement may not be assigned by Bank without the consent of CREF, authorized or approved by a resolution of CREF's trustees. 23. EFFECT OF HEADINGS The Section headings herein are for convenience only and shall not affect the construction thereof. 24. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the law of the State of New York. -33- COLLEGE RETIREMENT EQUITIES FUND ON BEHALF OF BOND MARKET ACCOUNT BY:_______________________________ John H. Biggs President BY:_______________________________ Richard J. Adamski Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK BY:_______________________________ BY:_______________________________ -34- EXHIBIT A CUSTODIAN AFFIDAVIT STATE OF ) )SS.: COUNTY OF ) ______________________________________________, being duly sworn, deposes and says that he is ______________________________________of the (Custodian) a banking corporation organized under and pursuant to the laws of the _____________________________________________with principal place of business at __________________________________, (hereinafter called the "Bank"); That his duties involve supervision of activities of the Bank as Custodian and records relating thereto; That the Bank is Custodian for certain securities of College Retirement Equities Fund having a place of business at 730 Third Avenue, New York, New York 10017 (hereinafter called the "Company") pursuant to the Custodial Services Agreement dated as of _____________________________________, 1990 (hereinafter the "Agreement") between the Bank and the Company; That the schedule attached hereto is a true and complete statement of securities which were in the custody of the Bank for the accounts of the Company as of the close of business on __________________________________________________________; that unless otherwise indicated on the schedule, the next maturing and all subsequent coupons were then either attached to coupon bonds or in the process of collection; and that, unless otherwise shown on the schedule, all such securities were in bearer form or in registered form in the name of the Company or its nominee, or a nominee of the Bank or its agent's nominee, or were in the process of being registered in such form: That the Bank as Custodian has the responsibility for the safekeeping of such securities as that responsibility is specifically set forth in the Agreement between the Bank as Custodian and the Company; and That, to the best of his knowledge and belief, unless otherwise shown on the schedule, said securities were the property of said Company and were free of all liens, claims, or encumbrances whatsoever. Subscribed and sworn to before me this_______________day of__________________ _______________________________________(L.S.) -35- EX-3.(F) 11 CUSTODIAL SERVICES AGREEMENT CUSTODIAL SERVICES AGREEMENT AGREEMENT dated as of November 1, 1994 between MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Bank") and COLLEGE RETIREMENT EQUITIES FUND ("CREF") on behalf of the CREF SOCIAL CHOICE ACCOUNT. WHEREAS, the parties desire to arrange for the custody of certain assets of CREF, specifically those of the CREF Social Choice Account, by the Bank; NOW THEREFORE, in consideration of the mutual agreement made herein, the Bank and CREF agree as follows: 1. ESTABLISHMENT OF ACCOUNTS a. Bank agrees to open and maintain custodial account(s) ("Custody Account(s)") on behalf of the CREF Social Choice Account ("Social Choice Account"), or such other CREF portfolios or accounts ("CREF Accounts") as the parties may from time to time agree to include within the scope of this Agreement, for any and all bonds and any other securities or other property received by Bank for the account of the Social Choice Account. b. Bank also hereby agrees to establish and maintain one or more deposit accounts ("Deposit Accounts") for all cash (including cash proceeds from the sale of such securities and similar investments and cash monies whether in United States or foreign denominated currencies, hereinafter termed "Cash") received by Bank for the Social Choice Account. Such accounts will be in the name of the Social Choice Account or in the name of Bank or Bank's branches or a Foreign Custodian, on behalf of the Social Choice Account. It is hereby agreed that all securities, Cash, or other property now or hereinafter held by Bank hereunder are held for the Social Choice Account and are to be maintained and disposed of by Bank only for the Social Choice Account in accordance with the terms and conditions set forth in this Agreement. 2. LOCATION OF ASSETS a. Securities, cash and other property are permitted to be held by (1) Bank at any of its offices wherever located; (2) domestic securities depositories ("Securities Depositories") selected by Bank with the approval of CREF on behalf of the Social Choice Account; (3) foreign securities depositories or clearing agencies ("Foreign Depository") selected by Bank with the approval of CREF on behalf of the Social Choice Account as described in Section 9 of this Agreement; and (4) Foreign banking institutions ("Foreign Banks") selected by Bank with the approval of CREF on behalf of the Social Choice Account as described in Section 9 of this Agreement. b. Such entities described in (2), (3) and (4), above, shall be deemed to be Sub-Custodians of Bank, and all securities, Cash and other property held by such entities shall, - 2 - unless otherwise specifically agreed to in writing by Bank and CREF, be considered for all purposes of this agreement as being held directly by Bank and subject to the terms of this Agreement. c. For purposes of this Agreement, a Securities Depository or Foreign Depository shall mean a system for the handling of securities of any particular class or series of any particular issuer deposited therein which may be treated as a part of a fungible bulk and may be transferred by bookkeeping entry without physical delivery of such securities. With respect to a Securities Depository, such entity shall be a clearing agency registered with the Securities and Exchange Commission ("Commission") under Section 17A of the Securities Exchange Act of 1934 ("Exchange Act"), which acts as a securities depository, or the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies in accordance with applicable Federal Reserve Board and Commission rules and regulations. With respect to a Foreign Depository, such entity shall satisfy the requirements of Rule 17f-5 under the Investment Company Act of 1940 ("1940 Act"). d. For purposes of this Agreement a Foreign Bank is a foreign banking institution satisfying Rule 17f-5 under the 1940 Act and appointed by Bank as provided in Section 9 of this Agreement. 3. BANK'S DUTIES a. Bank will be responsible for the safekeeping, handling, servicing and disposition of all securities, cash or - 3 - other property of the Social Choice Account held by it hereunder including, without limitation, any and all of the Social Choice Account's Cash held by or received by Bank in the name of the Social Choice Account, Bank's name, or that of Foreign Banks. b. Bank agrees to be liable and to indemnify and hold CREF harmless for any and all liability for loss or damage to CREF with respect to any such securities, Cash and other property, if such liability, loss or damage results from any negligence, misfeasance or misconduct on the part of Bank, its officers or employees, its branches or its affiliates. Bank shall have no liability for any consequential damages occasioned by delay in receipt of notice by Bank or by a Foreign Sub-Custodian of any payment, redemption, proceeding or other transaction regarding, or of any rights exercisable by the Social Choice Account in connection with any securities, Cash or other property with respect to which Bank has agreed to take action. c. Notwithstanding the foregoing, Bank further agrees that it will at all times give the securities or other property held by it hereunder the same care as it gives its own property. d. It is understood and agreed that Bank is not under any duty to supervise the investment of, or to advise or make any recommendation to CREF with respect to, the purchase or sale of any securities. e. In connection with Bank's responsibilities hereunder, it has advised CREF that it currently has in force, for its own protection, Bankers Blanket Bond Insurance, and it is - 4 - Bank's intention to continue to maintain such insurance in substantially the same form nd amount. CREF understands that such policies would apply to losses under this agreement. Bank agrees to give CREF written notice of any reduction in the amount, or material change in the form of such insurance, at least once a year upon request. f. Bank shall have responsibility as a bailee for hire under the law of the State of New York with respect to any Foreign Securities System or Foreign Custodian acting as a Sub-Custodian of Bank. Without limiting the generality of the foregoing, Bank will hold CREF harmless from and indemnify it against any loss that occurs as a result of the negligence, misfeasance or misconduct of Bank, its officers or employees, and any Foreign Depository or Foreign Bank acting as Foreign Sub-Custodian of Bank. 4. RECEIPT AND DISBURSEMENT OF CASH a. Bank shall open and maintain a separate Deposit Account for the Social Choice Account, in the name of the Social Choice Account, subject only to actions by Bank acting pursuant to the terms of this Agreement. Bank shall hold in such accounts, subject to the provisions hereof, all Cash received by it from or for the Social Choice Account. All Cash held by Bank hereunder shall be subject to withdrawal and deposit by Bank from time to time on behalf of the Social Choice Account for the purpose of consummating the purchases or sales, as the case may be, of designated securities, solely upon Bank's receipt of - 5 - express directions in the form of Authorized Instructions in accordance with the provisions of Section 20. Such directions shall include, but are not limited to: (1) the execution and delivery of foreign currency contracts on behalf of the Social Choice Account; (2) the debiting or crediting of currency accounts (United States or foreign) of the Social Choice Account held by Bank, pursuant to this Agreement as of settlement date or such other date as specified in such instructions; (3) the purchase of securities, options on securities, futures contracts, options on futures contracts, or other property for the Social Choice Account but only (i) upon the delivery of such securities or other property or evidence of title for such options on securities, futures contracts or options on futures contracts to Bank, registered in the name of CREF or of the nominee of Bank referred to in Section 10 hereof or in proper form for transfer; (ii) in the case of repurchase agreements for securities entered into between the CREF on behalf of the Social Choice Account and the Bank, or another bank, or a broker-dealer which is a member of the National Association of Securities Dealers ("NASD") against delivery of the securities either in certificate form or through an entry crediting Bank's account at the Federal Reserve Bank with such securities or against delivery of the receipt evidencing purchase by the Social Choice Account of securities owned by Bank along with written evidence of the agreement by Bank to repurchase such securities - 6 - from the Social Choice Account; or (iii) in the case of a purchase affected through a Securities Depository in accordance with the provisions of Section 7 hereof. (4) the payment of interest, taxes (if any), management or supervisory fees or operating expenses (including, without limitation thereto, fees for legal, accounting and auditing services) (if any); (5) payments in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Social Choice Account held by or to be delivered to Bank; or (6) other corporate purposes. b. Bank is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received by it for the accounts of CRE 5. HOLDING SECURITIES Banking shall hold in a separate Custody Account for the Social Choice Account, and physically segregated at all times from those of any other persons, firms or corporations, or any other of CREF's Accounts, pursuant to the provisions hereof, all securities and other property to be held by it for the Social Choice Account, except those held in a Securities Depository as described in Section 7 of this Agreement or a Foreign Sub-Custodian as described in Section 9 of this Agreement. All such securities are to be held or disposed of by Bank for, and subject at all times to the instructions of, CREF pursuant to the terms of this Agreement. Bank shall have no power or authority to - 7 - assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except pursuant to the Authorized Instructions of CREF on behalf of the Social Choice Account and only as set forth in Section 19 of this Agreement. 6. RECEIPT AND DELIVERY OF SECURITIES From time to time CREF on behalf of the Social Choice Account will instruct Bank to receive or deliver securities through Authorized Instructions as set forth in Section 20. Such instructions may be continuing if agreed to by the parties. a. In accordance with this Agreement, not- withstanding such instructions that relate to settlement date entries, Bank agrees to receive such securities against payment or exchange as directed in any Authorized Instructions and debit cash held in a Deposit Account on behalf of the Social Choice Account only against satisfactory delivery of securities. b. In accordance with this Agreement, not- withstanding instructions that relate to settlement date entries, Bank agrees to transfer, exchange, or deliver securities held by it hereunder including, but not limited to, the following: (1) for sales of such securities for the Social Choice Account upon receipt by Bank of payment therefor; (2) when such securities are called, redeemed or retired or otherwise become payable; (3) for examination by any broker selling any securities located in the U.S. in accordance with "U.S. street delivery" custom, provided that in any such case, Bank shall have - 8 - no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may result from Bank's negligence, misfeasance, or misconduct; (4) in exchange for or upon conversion into other securities alone or other securities and cash whether pursuant to any plan or merger, consolidation, reorganization, recapitalization or readjustment, or otherwise; (5) upon conversion of such securities pursuant to their terms into other securities; (6) upon exercise of subscription, purchase or other similar rights represented by such securities; (7) for the purpose of exchanging interim receipts or temporary securities for definitive securities; (8) upon receipt of payment in connection with any repurchase agreement related to such securities entered into by the Social Choice Account; (9) for delivery in connection with any loans of securities made by the Social Choice Account, in accordance with the provisions of Section 12 herein; (10) for other purely ministerial exchanges; or (11) for other corporate purposes. As to any deliveries made by you pursuant to Items (2), (4), (5), (6), (7) and (10), securities or cash receivable in exchange therefor shall be deliverable to Bank. c. Actual delivery of securities is to be made by - 9 - Bank on the contractual settlement date only upon express instructions to such effect, provided that: (1) the securities are on deposit in a Custody Account for the Social Choice Account; and (2) the delivery instructions are received by Bank in timely fashion. e. Except as specifically otherwise stated in this Agreement, in any and every case where payment for purchase of securities for the account of the Social Choice Account is made by the Bank in advance of receipt of the securities purchased in the absence of specific written instructions from CREF on behalf of the Social Choice Account to so pay in advance, Bank shall be liable for any loss to CREF for such securities to the same extent as if the securities had been received by Bank. f. Bank shall promptly furnish the Social Choice Account with advices or notices of any receipts or deliveries of securities. g. Bank will not be responsible for any act or omission, or for the insolvency of any broker or agent selected by Bank to effect a transaction for the account of the Social Choice Account; provided, however, Bank is not negligent in the selection of such broker or agent. 7. DEPOSIT OF SOCIAL CHOICE ACCOUNT ASSETS IN A SECURITIES DEPOSITORY Bank may deposit and maintain securities owned by the Social Choice Account in a Securities Depository subject to the - 10 - following provisions: a. Bank may keep the Social Choice Account's securities in a Securities Depository provided that such securities are represented in an account of Bank ("Bank's Account") in Securities Depository which shall not include any assets of Bank other than assets held as a fiduciary, custodian or otherwise for customers; b. The records of Bank will identify those securities of the Social Choice Account held in a Securities Depository as being held in book-entry form on behalf of the Social Choice Account; c. Bank shall pay for securities purchased for the account of the Social Choice Account upon (i) receipt of advice from the Securities Depository that such securities have been transferred to Bank's Account, and (ii) the making of an entry on the records of Bank to reflect such payment and transfer for the account of the Social Choice Account. Bank shall transfer securities sold for the account of the Social Choice Account upon (i) receipt of advice from the Securities Depository that payment for such securities has been transferred to Bank's Account, and (ii) the making of an entry on the records of Bank to reflect such transfer and payment for the account of the Social Choice Account. d. Anything to the contrary in this Agreement notwithstanding, Bank shall be liable to CREF for the benefit of the Social Choice Account for any loss or damage to the Social - 11 - Choice Account resulting from use of any Securities Depository by reason of any negligence, misfeasance or misconduct of Bank or any of its agents or of any of the employees of such Depository or Bank or from failure of Bank or any such agent to enforce effectively such rights as it may have against a Securities Depository; at the election of the CREF on behalf of Social Choice Account, it shall be entitled to be subrogated to the rights of Bank with respect to any claim against a Securities Depository or any other person which Bank may have as a consequence of any such loss or damage if and to the extent that the Social Choice Account has not been made whole for any such loss or damage. 8. SEGREGATED ACCOUNT Bank shall upon receipt of Authorized Instructions from CREF on behalf of the Social Choice Account establish and maintain a segregated account or accounts for and on behalf of the Social Choice Account, into which account or accounts may be transferred Cash and/or securities, including securities maintained by Bank in a Securities Depository pursuant to Section 7 hereof: (a) in accordance with the provisions of any agreement among CREF on behalf of the Social Choice Account, Bank and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission - 12 - or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Social Choice Account; (b) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Social Choice Account or commodity futures contracts or options thereon purchased or sold by the Social Choice Account; (c) for the purposes of compliance by the Social Choice Account with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Commission relating to the maintenance of segregated accounts by registered investment companies; and (d) for other corporate purposes, BUT ONLY, in the case of clause (d), upon receipt of Authorized Instructions from CREF on behalf of the Social Choice Account. 9. DUTIES OF THE BANK WITH RESPECT TO PROPERTY OF THE SOCIAL CHOICE ACCOUNT HELD OUTSIDE OF THE UNITED STATES a. CREF on behalf of the Social Choice Account hereby authorizes and instructs Bank to employ as Sub-Custodians for the Social Choice Account's securities and other assets maintained outside the United States the Foreign Banks and Foreign Depositories designated on a separate document (together "Foreign Sub-Custodians"). Upon receipt of Authorized Instructions, Bank and CREF on behalf of the Social Choice Account may agree to designate additional, Foreign Sub-Custodians. Upon receipt of Authorized Instructions, CREF on behalf of the Social Choice Account may instruct Bank to cease to utilize any one or more - 13 - Foreign Sub-Custodians on behalf of the CREF Social Choice Account. b. Except as may otherwise be agreed upon in writing by Bank and CREF, assets of the Social Choice Account shall be maintained in Foreign Depositories only through arrangements implemented by Bank or by Foreign Banks serving as Sub-Custodians on behalf of the Social Choice Account in accordance with the terms hereof. c. The Bank agrees that with respect to each Foreign Sub-Custodian (i) the assets of the Social Choice Account will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Foreign Sub-Custodian or its creditors or agents, except a claim of payment for their safe custody or administration; (ii) beneficial ownership of the assets of the Social Choice Account will be freely transferable without the payment of money or value other than for custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to the Social Choice Account; (iv) officers of or auditors employed by, or other representatives of Bank, including to the extent permitted under applicable law the independent public accountants for the Social Choice Account, will be given access to the books and records of the Foreign Sub-Custodian relating to its actions under its agreement with Bank; (v) assets of the Social Choice Account held by the Foreign Bank will be subject only to the instructions of Bank; and (vi) assets of the Social Choice Account held by a - 14 - Foreign Depository will be subject only to the instructions of Bank or Foreign Bank. d. With respect to assets maintained in a Foreign Depository, except as otherwise required by such Foreign Depository or other applicable regulations, Bank shall pay for securities purchased for the account of the Social Choice Account upon (i) receipt of advice from the Foreign Depository that such securities have been transferred to Bank's Account and (ii) the making of an entry on the records of Bank to reflect such payment and transfer for the account of the Social Choice Account. Bank shall transfer securities sold for the account of the Social Choice Account upon (i) receipt of advice from the Foreign Depository that payment for such securities had been transferred to Bank's Account, and (ii) the making of any entry on the records of Bank to reflect such transfer and payment for the account of the Social Choice Account. e. Until bank receives Authorized Instructions to the contrary, Bank will and will instruct each Foreign Sub-Custodian to take such steps as may reasonably be necessary to secure or otherwise prevent the loss of rights relating to any securities, Cash or other property; PROVIDED that it shall be understood that the monitoring of investment data provided by a recognized international investment data service by Bank will be deemed to fulfill Bank's obligation under this Section 9.e. f. Bank shall identify on its books as belonging to the Social Choice Account the securities, Cash or other property - 15 - held by each Foreign Sub-Custodian. g. Bank will supply to the Social Choice Account from time to time, as mutually agreed upon, statements in respect of the securities and other assets held by Foreign Sub-Custodians, including but not limited to an identification of entities having possession of the Social Choice Account's securities and other assets and advices or notifications of any transfers of securities to or from each Custody Account maintained by a Foreign Bank for Bank on behalf of the Social Choice Account indicating, as to securities acquired for the Social Choice Account, the identity of the entity having physical possession of such securities. Bank shall furnish annually to the Social Choice Account, during the month of [June], all relevant information necessary to enable CREF to evaluate the Foreign Sub-Custodians employed by Bank. Such information shall be similar in kind and scope to that furnished to the Social Choice Account in connection with the initial approval of this agreement. h. In addition, Bank will promptly inform the Social Choice Account in the event that Bank learns of a material adverse change in the financial condition of a Foreign Sub-Custodian or any material loss of the assets of the Social Choice Account or is notified by such Foreign Sub-Custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with - 16 - generally accepted U.S. accounting principles). i. Anything to the contrary in this Agreement notwithstanding, Bank shall be liable to CREF for the benefit of the Social Choice Account for any loss or damage to the Social Choice Account resulting from use of any Foreign Sub-Custodian by reason of any negligence, misfeasance or misconduct of Bank or any of its agents or of any of the employees of such Sub-Custodian or Bank or from failure of Bank or any such agent to enforce effectively such rights as it may have against a Foreign Sub-Custodian; at the election of the CREF on behalf of Social Choice Account, it shall be entitled to be subrogated to the rights of Bank with respect to any claim against a Foreign Sub-Custodian or any other person which Bank may have as a consequence of any such loss or damage if and to the extent that the Social Choice Account has not been made whole for any such loss or damage. j. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for securities received for the account of the Social Choice Account and delivery of securities maintained for the account of the Social Choice Account may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the - 17 - expectation of receiving later payment for such securities from such purchaser or dealer. 10. INCOME a. Income on securities and cash held by Bank hereunder will be credited automatically to a Deposit Account or Custody Account upon receipt and in accordance with local market practices. Principal received in connection with securities which mature or are redeemed shall be credited to a Deposit Account or a Custody Account on the date such principal is received. All collections of income or principal paid or distributed with respect to any securities, Cash or other property shall be made at the risk of the Social Choice Account, provided however, that Bank takes reasonable steps to collect such income or principal and there is no negligence, misfeasance or misconduct on the part of Bank. b. Unless instructed otherwise, collections of income in foreign currency are to be converted into United States dollars, and in effecting such conversion Bank may use such methods or agencies as it may see fit including its own facilities at prevailing rates. All risk and expense incident to such collection of income regardless of the particular currency or currencies involved is for the account of the undersigned, and Bank shall have no responsibility for fluctuations in exchange rates affecting such conversion. c. Unless and until Bank receives written instructions to the contrary, it shall: - 18 - (1) present for payment all coupons and other income items held by it for the account of the Social Choice Account which call for payment upon presentation and hold the cash received by it upon such payment for the appropriate account; (2) collect interest and cash dividends received, with notice to CREF, for the Social Choice Account; (3) hold for the Social Choice Account all stock dividends, rights and similar securities issued with respect to any securities held by Bank hereunder, and with respect to stock dividends, it is hereby authorized to sell any fractional interest and to credit the Deposit Account with the proceeds thereof; and (4) with respect to any dividend reinvestment plan in which the Social Choice Account participates, and as to which Bank has been so notified, it agrees to acquire and hold hereunder the appropriate number of shares issuable under such plan in lieu of the cash dividend. d. Any dividends or interest automatically credited to the Deposit Accounts which are not subsequently collected by Bank from the corporation making such payment will be reimbursed to Bank and Bank may debit the Deposit Accounts for this purpose. 11. REGISTRATION Securities which are eligible for deposit in Securities Depositories or Foreign Depositories may be maintained in Bank's Account with such Depositories. Subject to the aforesaid - 19 - provision, Bank will register all securities (except such as are in bearer form) in the name of its nominee or the nominee of the Securities Depository or Foreign Depository, unless alternate registration instructions are furnished by CREF. Bank will retain and have available at all times for inspection by regulatory authorities evidence that its nominee is registered as required by the laws and regulations of the United States and the State of New York, as appropriate. All such agents shall be appointed in conformance with Section 21. The Social Choice Account agrees to hold such nominee harmless from any liability as a holder of record of such securities and will have the same responsibility as if the securities were registered in the name of the Social Choice Account. The foregoing shall not relieve Bank of its responsibilities or liabilities hereunder. 12. PROVISIONS RELATING TO SECURITIES LENDING a. From time to time CREF on behalf of the Social Choice Account shall designate in an Authorized Instruction securities held by Bank in its Custodial Account to be loaned to specified borrowers ("Borrowers"). Such securities shall be termed the "Loaned Securities". This Section shall apply to and shall be controlling solely with respect to such Loaned Securities and lending services relating thereto. Loaned Securities which are returned by the Borrower to Bank shall upon receipt thereof constitute securities and property held by Bank to which the provisions of this Agreement shall be applicable unless otherwise provided herein. - 20 - b. From time to time CREF on behalf of the Social Choice Account will provide Bank with Authorized Instructions regarding the delivery or return of Loaned Securities. In this connection, Bank is authorized and directed, all in accordance with such instructions to promptly: (1) Deliver the Loaned Securities to the Borrower for the Social Choice Account, against receipt by Bank of collateral in respect of such Loaned Securities (the "Collateral"), in the form and amount specified in such instructions. Bank shall promptly place the specified Collateral in a Deposit or Custody Account and promptly notify CREF on behalf of the Social Choice Account of such transaction. (2) Receive Loaned Securities being returned by Borrower in the form and amount specified in the Authorized Instructions. Upon satisfactory delivery of such Loaned Securities, Bank shall debit the defined Collateral from CREF's Deposit Account in accordance with such instructions and pay or redeliver the specified Collateral to Borrower and promptly notify CREF on behalf of the Social Choice Account of such transaction. (3) Release to Borrower any excess Collateral or receive Collateral from Borrower as specified in instructions issued by CREF on behalf of the Social Choice Account. Bank shall promptly transmit the specified Collateral to be released, or accept delivery and transmit Collateral received to a Deposit Account, as the case may be, and notify CREF on behalf of the - 21 - Social Choice Account of such transmittal or receipt. Bank shall debit or credit the defined Collateral from the Deposit Account, as appropriate. c. Where Bank has received Authorized Instructions from CREF indicating that CREF has previously received adequate Collateral covering contemplated loans, Bank is authorized to deliver Loaned Securities "Free of Payment" upon express direction from CREF with respect to designated Loaned Securities. A list of authorized Borrowers who are eligible to receive such Loaned Securities will be signed by any two Authorized Officers, with the title of Chairman, President, Executive Vice President and Treasurer, or by any one of these officers together with any CREF officers with the title of Senior Vice President or Vice President, in accordance with paragraph b. of Section 20. d. CREF on behalf of the Social Choice Account shall also provide Bank with written instructions regarding Loaned Securities for which CREF has previously received adequate Collateral and their delivery "Free of Payment" to designated Borrowers in accordance with paragraph c. hereof or the return of Loaned Securities. Bank shall be authorized, in accordance with such written instructions, to: (1) Deliver the Loaned Securities, "Free of Payment" to the listed Borrower, and (2) Receive Loaned Securities specified in our instructions. Bank shall promptly advise CREFon behalf of the Social - 22 - Choice Account of the completion of any such specified transaction. e. Bank agrees to receive from the Borrower any income, dividends, and/or distributions made by the issuer with respect to the Loaned Securities, and to credit the Deposit Account or Custody Account when such amounts and properties are received from the Borrower in accordance with the provisions of Section 10. f. Bank shall be responsible for the Collateral and Loaned Securities in its possession and for the handling and servicing of such property in accordance with written instructions. Bank is hereby designated to acquire possession of Collateral on behalf of the Social Choice Account and to act as bailee or financial intermediary (as defined in the Uniform Commercial Code of the State of New York, as amended the "UCC"), as the case may be, to enable CREF on behalf of the Social Choice Account to perfect and maintain perfection of a security interest in such Collateral, pursuant to the provisions of the UCC or other applicable laws, as amended from time to time. It is understood that Bank shall not be responsible for obtaining or perfecting CREF's security interest in the Collateral other than in accordance with the preceding sentence and the instructions regarding delivery and receipt, and shall not be responsible to advise CREF of the steps necessary to obtain or perfect such interest or for effecting any statutory filing, unless mutually agreed upon at such time. Under no circumstances and in no event - 23 - shall Bank have or be charged with any responsibility or liability for (i) the credit worthiness or continued credit worthiness of any Borrower, (ii) the adequacy or value of any Collateral in connection with any loan of securities, (iii) the failure of the Borrower to pay any income, dividend and/or distribution made by the issuer on the Loaned Securities, or (iv) any act taken by it in accordance with the direction of the Social Choice Account, or omitted by it in the absence of such direction. g. Bank shall report as assets of its Custody Account property which is Loaned Securities that have previously been delivered to Borrowers and hence are not in Bank's possession. Bank shall have no responsibility or liability whatsoever with respect to such Loaned Securities and shall perform no services with respect thereto, except as specifically set forth herein. h. Bank shall provide to CREF a Report of Assets Held which shall include all Loaned Securities (whether or not such securities are in the possession of Borrowers) designated in such report to indicate that the same is reported on a memorandum entry basis or on such other basis as shall be mutually agreed upon. Bank shall also provide to CREF all information and data specified in paragraphs a., b., c. and f. of Section 15, and such further information concerning the Loaned Securities and Collateral, so that CREF may properly account for and segregate such property. Bank shall furnish CREF with all such other reports and information as CREF shall reasonably request. Bank - 24 - shall furnish CREF with all reports and information pursuant to this Amendment within a reasonable time after request therefor. 13. VOTING AND OTHER ACTION No person may vote (other than pursuant to Authorized Instructions) any securities held by Bank hereunder. Bank will promptly transmit to CREF, or direct to be transmitted to CREF, all notices, proxies and proxy soliciting materials with respect to securities held by it hereunder, which proxies will be executed by the registered holder thereof if registered otherwise than in the name of CREF or the Social Choice Account, but without indicating the manner in which such proxies are to be voted. Bank will promptly transmit to CREF all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by it from the issuers of securities of other property held by it hereunder. With respect to tender or exchange offers, Bank will promptly transmit to CREF all written information received by it from issuers of the securities or other property whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. 14. FEES AND EXPENSES Bank will be compensated for the services rendered under this Agreement and reimbursed for out-of-pocket expenses through arrangements negotiated between CREF on behalf of the Social Choice Account and Bank from time to time. - 25 - 15. RECORDS, AFFIDAVITS AND REPORTS With respect to the securities and other property held by Bank hereunder, Bank agrees: a. To maintain records sufficient to verify information CREF is required to report in Schedule D of the Annual Statement Blank of the Insurance Department of the State of New York ("Insurance Department") as amended from time to time, which records will consist of a list of such securities showing a complete description of each issue, including the number of shares and par value of securities so held at the end of such month and such other information as may be required by such report or any other report required by the Insurance Department; b. To maintain records regarding transactions and related activities described in Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 sufficient to verify the accuracy of regular monthly and other reports and income received on such securities and other property; c. To maintain records sufficient to verify information relating to Cash held by Bank, including but not limited to (i) the purchase of foreign currency contracts, (ii) the maintenance of foreign currency accounts on behalf of CREF in the possession and custody of Bank, its branches or other entities located outside the United States, and (iii) any reports submitted to CREF relating to its Cash; d. To create, maintain and preserve all reports and - 26 - records relating to Bank's activities and obligations under this Agreement as provided for in this Section in such manner as will meet the requirements of the 1940 Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder and the Exchange Act, including Section 17 thereof and Rules 17a-3 and 17a-4 thereunder, and to file a written undertaking with the Commission as will meet the requirements of Rule 17a-4(i) to the effect that such records are the property of the Social Choice Account and will be surrendered to the Social Choice Account promptly upon request; e. To permit examination of such books and records as provided for in this Section at any time or from time to time during business hours as provided for in Section 16 by representatives or designees of the Commission, and to promptly furnish to the Commission or its designees true, correct, complete and current hard copy of any or all or any part of such books and records; f. To furnish the Social Choice Account with the appropriate affidavit(s) in the form of Exhibit A, attached hereto or in such other form as may be submitted to Bank by CREF on behalf of the Social Choice Account from time to time which is acceptable to the Insurance Department or any other state or federal governmental agency having jurisdiction over CREF, in order for the securities and other property referred to in such affidavit(s) to be recognized as admitted assets of CREF and in order for CREF to comply with any other requirements of such - 27 - Department or agencies; g. To furnish the Social Choice Account with any report obtained by Bank on a Securities Depository's or Foreign Sub-Custodians system of internal accounting control; and to furnish the Social Choice Account with such reports on Bank's system of internal accounting control as CREF on behalf of the Social Choice Account may reasonably require; h. To furnish all such other reports and information as shall be reasonably requested by CREF on behalf of the Social Choice Account relating to all property held by Bank on the Social Choice Account's behalf pursuant to the terms of this Agreement; and i. That all such information, records, reports, and affidavits maintained or held by Bank pursuant to this Section remain the property of Social Choice Account and copies of all such information will be surrendered to Social Choice Account within a reasonable time after request therefor. j. The specific records, reports and affidavits required in a. through i. above shall be set forth in a separate document which may be modified from time to time by agreement of the parties to this Agreement. 16. RECONCILIATION OF STATEMENTS OR ADVICES CREF agrees that it will reconcile statements and advices sent by mail or electronic media and that all such statements and advices will be considered final sixty days from the date of dispatch unless CREF has notified Bank orally or in writing - 28 - regarding any questions or problems. 17. ACCESS a. During the course of Bank's regular banking hours, any duly authorized officer, employee or agent of CREF, any independent accountants selected by CREF, any member of the Insurance Department, and any representative or designee of the Commission or other governmental agencies having jurisdiction over CREF, shall be entitled to examine, on Bank's premises, securities and records of all securities, Cash and other property held by Bank, its branches, or other entities hereunder and its books and records pertaining to its actions under this Agreement, but only upon furnishing Bank with one day notice of such examination signed by a duly authorized officer of CREF. Bank's books and records used in connection with CREF's indirect participation in a depository or other entities, to the extent that they relate to depository, custodial or other services rendered to CREF by Bank, pursuant to this Agreement, shall at all times during Bank's regular business hours to be open to inspection by duly authorized employees or agents of CREF, or governmental agencies having jurisdiction over CREF, but only upon furnishing Bank with one day's notice to that effect as specified in the preceding sentence. b. Upon receiving a request from CREF, Bank agrees that it will take such steps as are within its power to enable any of the aforementioned officers, accountants, employees, agents and members of CREF, the Insurance Department, the - 29 - Commission or other governmental agencies having jurisdiction over CREF, to inspect and examine securities and other property of CREF and books and records of such property not located on Bank's premises, which property and records are held on CREF's behalf by its branches or other entities pursuant to this Agreement. 18. EXEMPTION FROM INCOME TAX a. CREF is exempt from the payment of United States income tax. Upon receipt of documentation evidencing CREF's tax exempt status, Bank is hereby authorized and empowered as CREF's agent to sign in its name any certificate of ownership or other certificate which is or may be required by any regulations of the Internal Revenue Service, the laws of any state, or other authority of the United States. b. To enable Bank properly to execute the certificate described in a. above, CREF hereby certifies that CREF is a corporation duly organized and existing under the laws of the State of New York, having its principal place of business in the City of New York. CREF's Employer Identification No. is 136022042. 19. AMENDMENTS No amendment or change to this Agreement shall be authorized by CREF on behalf of the Social Choice Account without the written consent signed by an officer with the title of either Chairman or President and any officer with the title of Executive Vice President or Treasurer and accepted in writing by Bank. - 30 - 20. AUTHORIZATION a. Except as otherwise provided for in this Agreement, written instructions by CREF hereunder shall be signed by any two of its Authorized Officers specified in a separate list for this purpose which will be furnished to Bank from time to time signed by the treasurer or any assistant treasurer and by the secretary or any assistant secretary as certified under the corporate seal of CREF. Such instructions are referred to herein as "Authorized Instructions". Upon receipt of written instructions pursuant to paragraph b., below accompanied by a detailed description of procedures approved by such instructions, Authorized Instructions may include communications effected directly between electro-mechanical or electronic devices provided that CREF and Bank are satisfied that such procedures afford adequate safeguards for the Social Choice Account's assets. b. Where expressly provided for in Section 12.c. and 20.a. herein or in connection with the delivery of securities or other property "Free of Payment," written instructions shall be acted upon only if received in writing manually signed by any two of such Authorized Officers with the title Chairman, President, Executive Vice President, or Treasurer, or by any one of those officers together with any CREF officer with the title Senior Vice President or Vice President. c. Bank shall not be liable for any action taken in good faith upon Authorized Instructions or upon written - 31 - instructions pursuant to b., above, and may rely on such documents that it in good faith believes to be validly executed. 21. APPOINTMENT OF AGENTS The Bank may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Agreement as the Bank may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Bank of its responsibilities or liabilities hereunder. 22. NOTICES a. Official receipts and advices of all types relating to the securities, cash or other property held by Bank hereunder will be prepared by Bank, in duplicate, and forwarded to the particular divisions of CREF on behalf of the Social Choice Account indicated in a separate listing which the treasurer will furnish to Bank from time to time. b. Written notices hereunder shall be hand-delivered or mailed first class, addressed, if to Bank, at 60 Wall Street New York, New York 10015, or if to CREF, at 730 Third Avenue, New York, New York 10017, Attention: Treasurer. Written notice of (i) termination of this Agreement, (ii) termination of Bank's participation in DTC or any other securities depository, (iii) changes in Bank's designation of any of its branches or Sub-Custodians having custody of any of the Social Choice Account's - 32 - assets under this Agreement, or (iv) changes in Bank's insurance coverage, shall be sent by hand or by first-class mail; provided, however, that any such notice pursuant hereto shall not constitute approval by CREF of any such termination, change or designation nor shall such notice relieve Bank of its responsibilities hereunder. c. Any notice so addressed, hand delivered and mailed shall be deemed to be given on whichever of the following dates shall first occur: (i) the date of actual receipt thereof, (ii) the fifth day next following the date mailed, or (iii) if the substance thereof is communicated by hand delivery or certified mail, the date so delivered or mailed. 22. TERMINATION OR ASSIGNMENT This Agreement may be terminated by either party on sixty days' written notice sent by certified mail. Upon any termination of this Agreement, pending appointment of a successor to Bank or a vote of the participants of CREF to dissolve or to function without a custodian of its cash, securities or other property, Bank shall deliver Cash, securities or other property to a bank or trust company selected by CREF on behalf of the Social Choice Account having an aggregate capital, surplus and undivided profits, as shown by its last published report of not less than five hundred thousand dollars ($500,000) as a custodian for CREF to be held under terms similar to those of this Agreement; provided, however, that Bank shall not be required to make any such delivery or payment until full payment shall have - 33 - been made by CREF on behalf of the Social Choice Account of all liabilities constituting a charge on or against the properties then held by Bank or on or against it, and until full payment shall have been made to Bank of all fees, compensation, costs and expenses, subject to the provisions of Section 14 of this Agreement. This Agreement may not be assigned by Bank without the consent of CREF, authorized or approved by a resolution of CREF's trustees. 23. EFFECT OF HEADINGS The Section headings herein are for convenience only and shall not affect the construction thereof. 24. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the law of the State of New York. - 34 - COLLEGE RETIREMENT EQUITIES FUND ON BEHALF OF SOCIAL CHOICE MARKET ACCOUNT BY:__________________________________ Thomas W. Jones President BY:__________________________________ Richard J. Adamski Vice President and Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK BY:__________________________________ BY:__________________________________ - 35 - EX-5 12 PRINCIPAL UNDERWRITING AGREEMENT PRINCIPAL UNDERWRITING AND ADMINISTRATIVE SERVICE AGREEMENT 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 INDIVIDUAL & INSTITUTIONAL SERVICES, INC. ("Services"), a Delaware nonprofit corporation; WITNESSETH: WHEREAS, CREF is a nonprofit corporation which issues variable annuity certificates (the "Certificates") designed for use under retirement and tax-deferred annuity plans adopted by nonproprietary and nonprofit education or research institutions that are tax exempt or which are publicly supported, and to be used by employees and beneficiaries of nonproprietary and nonprofit education or research institutions that are tax exempt or which are publicly supported for tax-favored retirement savings arrangements; and WHEREAS, CREF is registered as an open-end distribution investment company under the Investment Company Act of 1940 ("1940 Act"), and currently consists of four investment portfolios (the "Accounts"): the Stock Account, the Money Market Account, the Bond Market Account, and the Social Choice Account, and may consist of additional investment portfolios in the future; and WHEREAS, Services is registered as a broker-dealer under the Securities Exchange Act of 1934 (the "1934 Act") and -1- will become a member of the National Association of Securities Dealers, Inc.(the "NASD"); and WHEREAS, CREF has registered the Certificates under the Securities Act of 1933 (the "1933 Act") and proposes to issue and sell the Certificates through Services, which shall act as principal underwriter of the Certificates. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. DISTRIBUTION SERVICES (a) CREF grants to Services the exclusive right, during the term of this Agreement, subject to the requirements of the 1933 Act, the 1940 Act, the 1934 Act, and the provisions of the Charter, Constitution and By-Laws of CREF, to be the principal underwriter of the Certificates. Pursuant to this Agreement, Services is authorized to act on behalf of CREF and enter into arrangements in connection with the distribution of CREF's Certificates and the administration of CREF. Services agrees to use its best efforts to distribute the Certificates, to advise existing participants in connection with their CREF accumulations, and to provide assistance in designing, installing, and providing administrative services for retirement plans for participating institutions and participants. (b) To the extent necessary to offer the Certificates, Services shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction. The sales representatives of Services shall be duly and -2- appropriately licensed, registered or otherwise qualified for the sale of such Certificates under the federal securities laws, any applicable state insurance laws and securities laws of each state or other jurisdiction in which such Certificates may lawfully be sold and in which Services is licensed or otherwise authorized to sell the Certificates. Services shall be responsible for the training, supervision and control of its registered representatives for the purposes of the NASD Rules of Fair Practice and federal and state securities law requirements applicable in connection with the offering and sale of the Certificates. In this connection, Services shall retain written supervisory procedures in compliance with Section 27 of the NASD Rules of Fair Practice. (c) Services agrees to offer the Certificates for sale in accordance with the prospectuses therefor filed with the Securities and Exchange Commission (the "Commission") then in effect. (d) No payments made under the Certificates shall be paid or remitted to Services. 2. BOOKS AND RECORDS (a) CREF and Services shall cause to be maintained and preserved all required books of account and related financial records as are required by the 1934 Act, the NASD, and any other applicable laws and regulations. All such books of account and records shall be maintained and preserved pursuant to Rules 17a-3 and 17a-4 under the 1934 Act (or the correspondent provisions of any future federal securities laws or regulations). All such -3- books and records relating to the underwriting, sales, and distribution of the Certificates shall be the property of Services for all purposes. (b) Services shall have the responsibility for maintaining the records of sales representatives licensed, registered and otherwise qualified to sell the Certificates. 3. REPORTS Services shall cause CREF to be furnished with such reports as CREF may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under the insurance laws of the State of new York and any other applicable states or jurisdictions. 4. ADMINISTRATIVE SERVICES Subject to the supervision, direction and control of the Board of Trustees of CREF ("Trustees"), and the provisions of the Charter, Constitution, and By-Laws of CREF, Services will, directly or through its agents, perform all administrative services in connection with the operation of CREF, other than such services as are provided in connection with the management of CREF's assets. These services include allocating premiums and making annuity payments as they become due and related functions. Nothing in this Section shall be construed to restrict CREF's ability, at its own expense, to hire its own employees or to contract for services to be performed by third parties. -4- 5. REIMBURSEMENTS 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 an annual rate 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 .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 -5- ending on that Valuation Day will be .0006027% (corresponding to an annual rate of 0.22% 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 Statements. 6. REGULATION (a) This Agreement shall be subject to the provisions of the 1940 Act, the 1934 Act and the rules, regulations and ruling thereunder, and of the NASD, as in effect from time to time, including such exemptions and other relief as the Commission, its staff, or the NASD may grant, and the terms hereof shall be interpreted and construed in accordance therewith. Without limiting the generality of the foregoing, the term "assigned" shall not include any transactions exempted from Section 15(b)(2) of the 1940 Act. (b) Services shall submit to all regulatory and administrative bodies having jurisdiction over the present and future operations of CREF or the Accounts, any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations. Without limiting the generality of the foregoing, Services shall furnish the SEC, the State of New York Secretary of State and/or the Superintendent of Insurance with any information or reports which the SEC, the Secretary of State and/or the Superintendent of Insurance may request in order to ascertain -6- whether the operations of CREF are being conducted in a manner consistent with any other applicable laws or regulations. (c) Services shall for all purposes herein provided be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent CREF in any way or otherwise be deemed an agent for CREF. 7. INVESTIGATION AND PROCEEDINGS (a) CREF and Services agree to cooperate fully in any insurance or securities regulatory inspection, inquiry, investigation or proceeding or any judicial proceeding with respect to CREF, Services, their affiliates and their representatives to the extent that such inspection, inquiry, investigation or proceeding is in connection with the Certificates distributed under this Agreement. (b) In the case of a customer complaint, Services and CREF will cooperate in investigating such complaint and shall arrive at a mutually satisfactory response. 8. LIMITATION OF LIABILITY Services shall not be liable for any error of judgment or mistake of law, or for any loss suffered by CREF in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of Services in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under this Agreement. CREF shall not be liable for -7- any error of judgment or mistake of law, or for any loss suffered by Services in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of CREF in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is understood that trustees, officers, agents and members of CREF are or may become interested in Services as trustees, officers, agents, members, or otherwise, and that the trustees, officers, agents, and members of Services may become similarly interested in CREF; and that the existence of any such dual interest shall not affect the validity of this Agreement or any transaction hereunder except as provided in the Charter, Constitution, or By-Laws of CREF and Services, respectively, or by the specific provisions of applicable law. 9. BENEFIT This Agreement shall inure to the benefit of and be binding upon the successors of the parties hereto. 10. NOTICES All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or mailed first class, postage prepaid, addressed as follows: (a) If to CREF - College Retirement Equities Fund 730 Third Avenue New York, New York 10017 Attention: Clifton R. Wharton, Jr. -8- (b) If to Services - TIAA-CREf Individual & Institutional Services, Inc. 730 Third Avenue New York, New York 10017 Attention: John J. McCormack or to such other address as CREF or Services shall designate by written notice to the other. 11. EFFECTIVE DATE AND TERM This Agreement shall not become effective unless and until it is approved by the Trustees, including a majority of Trustees who are not parties to this Agreement or "interested persons" (as that term is defined in the 1940 Act) of any such party to this Agreement. This Agreement shall come in full force and effect on a date mutually agreed upon by the parties, but in no event earlier than the date all regulatory approvals necessary for the externalization of CREF's distribution and administrative services have been obtained. Thereafter, this Agreement shall continue in effect for a period more than two years from the date of its execution, only if its continuance is approved annually by the vote of a majority of the Trustees who are not "interested persons (as that term is defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated: (a) by the Trustees, without the payment of any penalty, upon 60 days' written notice to Services; -9- (b) by Services, without the payment of any penalty, upon 60 days' written notice to the Trustees; and (c) at any time, upon the mutual consent of the parties thereto. This Agreement shall terminate automatically in the event of its assignment. This Agreement may be amended, changed, waived, or discharged as mutually agreed upon in writing by the parties from time to time; provided, however, that any amendment of this Agreement shall not be effective until approved by a majority of the Trustees, including a majority of Trustees who are not parties to this Agreement or "interested persons" (as that term is defined in the 1940 Act) of any such party to this Agreement. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except (i) the obligation to settle accounts hereunder, and (ii) the agreements contained in Section 7 hereof. 12. SEVERABILITY If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 13. APPLICABLE LAW This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York. -10- 14. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be deemed one instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: ______________________ By:_____________________________ Title: Title: TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. (seal) Attest: ______________________ By:______________________________ Title: Title: -11- ADDENDUM Pursuant to Paragraph 11 of the Principal Underwriting and Administrative Services Agreement (the "Agreement") by and between TIAA-CREF Individual & Institutional Services, Inc. and the College Retirement Equities Fund, dated December 17, 1991, the parties to the Agreement mutually agree that the Agreement shall come into full force and effect on January 1, 1992. IN WITNESS WHEREOF, the College Retirement Equities Fund and TIAA-CREF Individual & Institutional Services, Inc. have caused this Addendum to the Agreement to be executed in their names and on their behalf and under their trust and corporate seals by and through their duly authorized officers on the day and year first above written. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: _______________________ By:______________________________ Title: Title: TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. (seal) Attest: ______________________ By:_______________________________ Title: Title: 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, and resolution of the majority of 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, 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: 1. The second "Whereas" clause 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 five investment portfolios (the "Accounts"): the Stock Account, the Money Market Account, the Bond Market Account, the Social Choice Account, and the Global Equities Account, and may consist of additional investment portfolio in the future; and 2. Paragraph 5 of the Agreement is amended to read as follows: 5. 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 such 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 other than the Global Equities Account (and, effective July 1, 1992, the amount payable from the net assets of the Global Equities Account) each Valuation Day for each Calendar Day of the Valuation Period ending on that Valuation Day will be .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: (i) the amount currently payable from the net assets of each Account other than the Global Equities Account (and, effective July 1, 1992, the amount payable from the net assets of the Global Equities Account) each Valuation Day for each Calendar Day of the Valuation Period ending on that Valuation Day will be .0005205% (corresponding to an annual rate of 0.19% of average daily net assets); and (ii) effective January 1, 1993, or as soon thereafter as practical, the amount payable from the net assets of CREF shall be $15.00 in the aggregate for each external transfer made under a Certificate in excess of four external transfers under such Certificate during a calendar year. This $15.00 deduction shall be allocated equally among all the CREF Accounts from which amounts were transferred. For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statements. 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 by and through their duly authorized officers effective as provided above. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: _______________________ By:______________________________ Title: TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. (seal) Attest: ______________________ By:_______________________________ Title: -2- 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, 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: 1. Paragraph 5 of the Agreement is amended to read as follows: 5. 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 such 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 .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 .0005479% (corresponding to an annual rate of 0.20% of average daily net assets). For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statements. 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 by and through their duly authorized officers effective as provided above. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: _______________________ By:______________________________ Title: TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. (seal) Attest: ______________________ By:_______________________________ Title: -2- 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. The second "Whereas" clause 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 seven investment portfolios (the "Accounts"): the Stock Account, the Money Market Account, the Bond Market Account, the Social Choice Account, the Equity Index Account and the Global Equities Account, and may consist of additional investment portfolio in the future; and 2. Paragraph 3 of the Agreement is amended to read as follows: 3. REPORTS Services shall cause CREF to be furnished with such reports as CREF may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under the insurance laws of the State of new York and any other applicable states or jurisdictions and under the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules thereunder. 3. Paragraph 11 of the Agreement is amended to read as follows: 11. EFFECTIVE DATE AND TERM This Agreement shall not become effective unless and until it is approved by the Trustees, including a majority of Trustees who are not parties to this Agreement or "interested persons" (as that term is defined in the 1940 Act) of any such party to this Agreement. This Agreement shall come in full force and effect on a date mutually agreed upon by the parties, but in no event earlier than the date all regulatory approvals necessary for the externalization of CREF's distribution and administrative services have been obtained. Thereafter, this Agreement shall continue in effect for a period more than two years from the date of its execution, only if its continuance is approved annually by the vote of a majority of the Trustees who are not "interested persons (as that term is defined in the 1940 Act) of CREF and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated: (a) by the Trustees, without the payment of any penalty, upon 60 days' written notice to Services; (b) by Services, without the payment of any penalty, upon 60 days' written notice to the Trustees; (c) at any time, without the payment of any penalty, by the vote of a majority of the Trustees who are not "interested Persons" (as that term is defined in the 1940 Act) of CREF and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan or by vote of a majority of the outstanding voting securities of CREF on not more than 60 days' written notice to the other party to the Agreement; and (d) at any time, upon the mutual consent of the parties thereto. This Agreement shall terminate automatically in the event of its assignment. This Agreement may be amended, changed, waived, or discharged as mutually agreed upon in writing by the parties from time to time; provided, however, that any amendment of this Agreement shall not be effective until approved by a majority of the Trustees, including a majority of Trustees who are not parties to this Agreement or "interested persons" (as -2- that term is defined in the 1940 Act) of any such party to this Agreement. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except (i) the obligation to settle accounts hereunder, and (ii) the agreements contained in Section 7 hereof. 4. Effective concurrent with the effectiveness of the post-effective amendment which is the 1994 annual update to the Registration Statement for CREF's variable annuity certificates, Paragraph 5 of the Agreement is amended to read as follows: 5. 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 (and, effective July 1, 1994, the amount payable from the net assets of the Equity Index Account and the Growth 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 (and, effective July 1, 1994, the amount payable from the net assets of the Equity Index Account and the Growth Account) each Valuation Day for each Calendar Day of the Valuation Period - 3 - ending on that Valuation Day will be 0.0005205% (corresponding to an annual rate of 0.19% of average daily net assets). For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statements. 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 March, 1994 by and through their duly authorized officers effective as provided above. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: _______________________ By:______________________________ Title: TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. (seal) Attest: ______________________ By:_______________________________ Title: -4- 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 such 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 0.0005479% (corresponding to an annual rate of 0.20% of average daily net assets). For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statements. 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 16th day of April, 1996 by and through their duly authorized officers effective as provided above. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: _______________________ By:______________________________ Title: TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. (seal) Attest: ______________________ By:_______________________________ Title: 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 tot 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 cases 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 0.0000822W (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 7aluation Day for each Calendar Day of the Valuation Period ending on that Valuation Day will be 0.0005753~~ (corresponding to an annual rate of 0.21t 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 day of , 199_ by and through their duly authorized officers effective as provided above. COLLEGE RETIREMENT EQUITIES FUND (seal) ATTEST: ________________________ By: ______________________________ TIAA-CREF INVESTMENT MANAGEMENT, INC. (seal) ATTEST: _______________________ By: ______________________________ 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 t~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 "Whereag" clause of the Agreement is amended to read as follows: WHEEREAS, 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. COLLEGE RETIREMENT EQUITIES FUND (seal) ATTEST: /s/Stewart P. Greene /s/Peter C. Clapman ________________________ By: ______________________________ Stewart P. Greene Peter C. Clapman Title: Senior Vice President and Chief Counsel, Investments TIAA-CREF INVESTMENT MANAGEMENT, INC. (seal) ATTEST: /s/Stewart P. Greene /s/Lisa Snow _______________________ By: ______________________________ Stewart P. Greene Lisa Snow Title: Secretary EX-6.(A) 13 RETIREMENT UNIT ANNUITY CERTIFICATE C R E F RETIREMENT UNIT ANNUITY CERTIFICATE This is to certify that you, as the owner (Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). No other person or institution is a party to this certificate. This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION Each premium paid to CREF purchases a number of Accumulation Units representing your share in CREF. You may convert these into a lifetime income of Annuity Units. If you die before starting to receive this income the Accumulation Units will provide a benefit for your beneficiary under one of the methods described in your certificate. Once each year we will report to you on the amount of premiums paid and the current value of your Accumulation Units. When you are ready to start receiving your lifetime income, you choose the income option you want from among those described in your certificate. All options provide a lifetime income for you, and all but one also have some provision for another person, to be named by you. You, or your beneficiary at your death, may have CREF pay the value of some or all of your Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed dollar contract, as explained in your certificate. THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH SURRENDER OR LOANS. INDEX OF PROVISIONS Section Accumlation - Definition ............................ 2 Accumulation Units ................................... 1 Annuity Starting Date - Change of .................... 15 - Definition ........................... 3 Annuity Unit - Definition ............................ 4 Assignment - Void and of no effect ................... 30 Benefits Based on Incorrect Data ..................... 37 Cash Surrender - No provision for .................... 31 Claims of Creditors - Protection against ............. 29 Commuted Value - Definition .......................... 10 Certificate - Changes of ............................. 11 Consideration ........................................ 11 Correspondence with us ............................... 34 Death Benefit ........................................ 20 - Beneficiary .......................... 21 - Changing the Beneficiary ............. 22 - Definition ........................... 7 - Methods of Payment ................... 24 - Number of Annuity Units .............. 26 - Payment of ........................... 23 - Payments after death of Beneficiary .. 25 Elections and Changes - Procedure .................... 32 Lapse - Protection against ........................... 13 Loans - No provision for ............................. 31 Non-Forfeiture of benefits ........................... 39 Ownership of Certificate ............................. 29 Payment to an Estate, Trustee, etc. .................. 33 Premiums - Discontinuing and Resuming ................ 14 - Payment of ........................... 12 Proof of Survival .................................... 38 Report of Premiums and Accumulation .................. 28 Request for Benefits ................................. 34 Rules of the Fund - Definition ....................... 9 Second Participant ................................... 6 Service of Process upon CREF ......................... 35 Transfers - .......................................... 27 - Definition ........................... 8 Unit Annuity - Definition ............................ 5 Unit Annuity Income - Number of Annuity Units ........ 19 - Options .............................. 17 - Payments during guaranteed periods ... 18 - Starting payments .................... 16 PART A: TERMS USED IN THIS CERTIFICATE 1. Accumulation Units. Each premium paid to your certificate will purchase a number of Accumulation Units determined in accordance with the Rules of the Fund. Before the Annuity Starting Date, your share of the net dividend and other income of CREF will purchase additional Accumulation Units that will be credited to you. The current value of each Accumulation Unit is based on the market value of CREF's investments and will be determined in accordance with the Rules of the Fund. 2. Your ACCUMULATION is the value of all of your Accumulation Units. It will provide the benefits described in this certificate. 3. The ANNUITY STARTING DATE shown on page 3 is the date your lifetime income is scheduled to begin. The Date may be changed as explained in Sections 15 and 16. 4. An ANNUITY UNIT is the unit of payment for all periodic benefits. The current value of an Annuity Unit will change from time to time to reflect changes in CREF'S investment, mortality and expense experience. The dollar value of any payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. 5. A UNIT ANNUITY is a series of payments of the current value of a fixed number of Annuity Units. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund, using actuarial methods. The Options under which you may receive your Unit Annuity Income are described in Part C. 6. The SECOND PARTICIPANT is the person you name, when starting to receive your income under a Survivor Unit Annuity Option, to receive a lifetime income if he or she survives you. You may name your spouse, or any other person eligible under CREF's practices then in effect, to be a Second Participant. 7. The DEATH BENEFIT is the value of your Accumulation. It will be used to pay your beneficiary an income under one of the methods set forth in Part D if you die before the Annuity Starting Date. 8. A TRANSFER is the use of the value of some or all of your Accumulation Units to purchase fixed dollar benefits under a TIAA deferred or pay-out contract. The conditions applying to transfers are set forth in Part E. 9. The RULES OF THE FUND govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 10. The COMMUTED VALUE is a one-sum payment made in lieu of a series of payments. The Commuted Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund, in which it is referred to as the "present value." PART B: CERTIFICATE AND PREMIUMS 11. The Certificate. We have issued this certificate in return for your completed application and the first premium. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. All premiums and benefits are payable at CREF's home office in New York, NY. 12. Premium Amount. Premiums for this certificate may be paid in any amount not less than $25 each. You may change the amount or frequency of future premiums at any time. CREF will accept premiums any time before the Annuity Starting Date or your prior death. 13. Unconditional Protection Against Lapse or Forfeiture. Your certificate will not lapse after the first premium has been paid. If premiums cease, you continue to own all of your Accumulation Units. 14. Discontinuing and Resuming Premium Payments. Premiums may be stopped at any time without notice to CREF. Premiums may be resumed before the Annuity Starting Date without payment of any past due premium or penalty of any kind. PART C: YOUR UNIT ANNUITY INCOME 15. Changing Your Annuity Starting Date. Any time before you start to receive your Unit Annuity Income, you may change the Annuity Starting Date to the first of any month after the change, but not to a month later than the one following your seventy-first birthday. If you have not chosen an Annuity Starting Date prior to your sixty-fifth birthday, the Date will be the first of the month following that birthday. 16. Starting Your Unit Annuity Income. Payment of your Unit Annuity Income will begin as of the Annuity Starting Date you have chosen, if you are then living and: A) you have sent us this certificate; B) you have chosen one of the Income Options set forth in Section 17; and C) we have received due proof of your age and, if you choose a Survivor Unit Annuity Option, the age of your Second Participant. If A, B and C of this Section have not been completed by the Annuity Starting Date you have chosen, the Annuity Starting Date will be deferred to the first of the month after A, B and C have been completed or to the first of the month following your seventy-first birthday, whichever comes first. 17. INCOME OPTIONS are the ways in which you may have your Unit Annuity Income paid to you. Any time before the Annuity Starting Date you may choose the Option you want. You may change your choice any time before payments begin, but once they have begun no change can be made. Automatic Election Provision. If on the Annuity Starting Date determined in accordance with Sections 15 and 16, you have not chosen an Income Option, you will be deemed to have chosen the "Life Unit Annuity with 10-Year Guaranteed Period" Option if you are then single, or the "Half Benefit to Second Participant with 10-Year Guaranteed Period" Option if you are then married. These are the Income Options from which you will choose. All of them provide a lifetime income for you, some provide that payments will continue for the lifetime of a Second Participant and some provide that payments will continue in any event during a guaranteed period as explained in Section 18: Single Life Unit Annuity. A payment will be made to you each month as long as you live. All payments will cease at your death. This Option provides nothing for anyone after your death. Life Unit Annuity with 10-, 15- or 20-Year Guaranteed Period. A payment will be made to you each month as long as you live. If you die before the end of the guaranteed period you have chosen, monthly payments will continue to the end of that period. Survivor Unit Annuity Options. Under each of these Options a payment will be made to you each month as long as you live, and payments will continue for life to the Second Participant you have named if he or she survives you. After payments begin, you cannot change your choice of Second Participant. The number of Annuity Units paid to you or a surviving Second Participant each month depends on which of these Options you choose: Full Benefit to Survivor with or without a 10-, 15- or 20-Year Guaranteed Period. At the death of either you or your Second Participant the monthly payments that continue to the survivor will be the full number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the same number of Annuity Units will continue to be paid to the end of that period; otherwise all payments will cease at the death of the last survivor of you and the Second Participant. Two-thirds Benefit to Survivor with or without a 10-, 15- or 20-Year Guaranteed Period. At the death of either you or your Second Participant the monthly payments that continue to the survivor will be two-thirds the number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the two-thirds number of Annuity Units will continue to be paid to the end of that period; otherwise all payments will cease at the death of the last survivor of you and the Second Participant. Half Benefit to Second Participant with or without a 10-, 15- or 20-Year Guaranteed Period. The full monthly number of Annuity Units will not change as long as you live. If your Second Participant survives you, he or she will receive payments each month of one-half the number of Annuity Units you would have received if you had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the one-half number of Annuity Units will continue to be paid to the end of that period; otherwise all payments will cease at the death of the last survivor of you and the Second Participant. 18. Payments to the End of a Guaranteed Period. At the time you choose an Income Option, you name the person or persons to receive these payments. You may later change the named persons and, if you choose a Survivor Unit Annuity, after your death your surviving Second Participant may change the named persons unless you direct otherwise. At the death of the last survivor of you and your Second Participant before the end of a guaranteed period you have chosen under one of the Survivor Unit Annuity Options, or at your death before the end of a guaranteed period under one of the other Income Options, the monthly payments due for the remainder of the guaranteed period will continue to the surviving person or persons named to receive them. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is then living, the Commuted Value will be paid in one sum to the estate of the last survivor of you and your Second Participant if you chose a Survivor Unit Annuity Option, or to your estate if you chose one of the other Income Options. If a person receiving these payments dies before the end of the guaranteed period, the Commuted Value of any payments still due that person will be paid to any other person or persons named to receive it. If no one has been so named, the Commuted Value will be paid to the estate of the last person who was receiving these payments. 19. The NUMBER OF ANNUITY UNITS will be determined as of the Annuity Starting Date, in accordance with the Rules of the Fund, by: A) the value of your Accumulation Units at that time; B) the Income Option you choose; C) your age; D) if you choose one of the Survivor Unit Annuity Options, your Second Participant's age; E) if the Rules of the Fund provide for the use of sex-distinct mortality, your sex and that of any Second Participant; and F) the value of an Annuity Unit. If your initial Unit Annuity payment would be less than $25, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever would result in an initial payment of $25 or more and the shortest interval between payments. PART D: DEATH BENEFIT 20. The Death Benefit. If you die before the Annuity Starting Date, CREF will pay the Death Benefit to your beneficiary under one of the Methods of Payment set forth in Section 24. You may choose the Method during your lifetime as explained in Section 32. If you do not so choose, your beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your beneficiary may also change the Method chosen by you, if you so provide. Any choice of Method or change of such choice must be made in writing as explained in Section 32. 21. Naming Your Beneficiary. Beneficiaries are persons you name, in form satisfactory to CREF, to receive the Death Benefit if you die before the Annuity Starting Date. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, the Death Benefit will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die before the Annuity Starting Date, having named your spouse as primary beneficiary and "children" as equal contingent beneficiaries, your spouse would receive the Death Benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the Death Benefit in equal shares. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. If you name your estate as beneficiary, or if none of the beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die prior to the Annuity Starting Date never having named a beneficiary, your estate and your surviving spouse, if any, become the beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive lifetime monthly payments of the number of Annuity Units he or she would have received as Second Participant if you had started to receive your Income Benefit as of the first day of the month in which you die, having chosen the "Half Benefit to Second Participant with 10-Year Guaranteed Period" Option. The part of the Death Benefit not needed to provide this income to your spouse will be paid to your estate in one sum. 22. Changing Your Beneficiary. At any time before the Annuity Starting Date, you may change your beneficiary or add or delete beneficiaries as explained in Section 32. 23. Payment of the Death Benefit. Payment of the Death Benefit under one of the Methods set forth in Section 24 will start as of the first day of the month after we have received: A) this certificate; B) due proof of your death; C) the choice of a Method of Payment as provided in Section 24; and D) due proof of the beneficiary's age if the Method chosen pays a lifetime income. 24. Methods of Payment. The Death Benefit will be paid to your beneficiary under one of the Methods shown below. Single Life Unit Annuity. A payment will be made to your beneficiary each month for life. All payments will cease at his or her death. This Method provides nothing for anyone after the death of your beneficiary. Life Unit Annuity with 10-, 15- or 20-Year Guaranteed Period. A payment will be made to your beneficiary each month for life. If he or she dies before the end of the guaranteed period chosen, the monthly payments will continue to the end of that period as explained in Section 25. Unit Annuity for a Fixed Period. A payment will be made to your beneficiary each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen the entire Death Benefit will have been paid out and no further payments will be made. If your beneficiary dies before the end of the period chosen, monthly payments will continue to the end of that period as explained in Section 25. Unit Deposit. CREF will hold your beneficiary's Accumulation Units on deposit for a chosen period of not less than two nor more than thirty years. No periodic payments will be made under this Method. Additional Accumulation Units will be purchased in accordance with the Rules of the Fund from your beneficiary's share of the net dividend and other income of CREF. At the end of the period chosen, CREF will make a one-sum payment to your beneficiary. This one-sum payment will be the then current value of all Accumulation Units held by CREF for your beneficiary. If your beneficiary dies while any part of the Death Benefit is held by CREF, that amount will be payable as explained in Section 25. Instead of a chosen period, the Accumulation Units may be held on deposit for "the lifetime of the beneficiary," with the one-sum payment made after the death of your beneficiary as explained in Section 25. The value of the Death Benefit placed under this Method must be at least $5,000. Transfer to a TIAA Dollar Pay-out Contract. CREF will transfer the Death Benefit to TIAA for the purchase of an individual pay-out contract on the life of the beneficiary in any form then being issued by TIAA for such transfers, or an Annuity for a Fixed Period of not less than two nor more than thirty years, or an Interest Payments contract for A) the lifetime of the beneficiary or B) a chosen period of not less than two nor more than thirty years. The pay-out rates for the TIAA contract will be the rates applying to such transfers at that time; the contract will give the beneficiary the same rights as any person then applying for a similar TIAA contract. The value of the Death Benefit transferred under this Method must be at least $1,000; however, if an Interest Payments contract is chosen, the value of the Death Benefit transferred must be at least $5,000. If any Method chosen, except Unit Deposit, would result in an initial payment of less than $25, CREF will have the right to require a change in choice that will result in an initial payment of not less than $25 a month. 25. Payments after the Death of a Beneficiary. Any monthly payments still due at the death of your beneficiary during a guaranteed or fixed period will be continued to the person or persons named by you or your beneficiary to receive them. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is living at the death of your beneficiary, the Commuted Value will be paid in one sum to your beneficiary's estate. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other person or persons named to receive it. If no one has been so named, the Commuted Value will be paid to the estate of the last person who was receiving these payments. If your beneficiary dies while any Accumulation Units are held by CREF under the Unit Deposit Method, their then current value will be paid in one sum to the person or persons you or your beneficiary have named to receive it. If no such person survives your beneficiary, the then current value of all Accumulation Units held on deposit will be paid in one sum to your beneficiary's estate. 26. The NUMBER OF ANNUITY UNITS FOR A BENEFICIARY will be determined, in accordance with the Rules of the Fund, by: A) the value of your Accumulation Units as of the date of your death; B) the Method of Payment chosen for the Death Benefit; C) if the Method chosen pays a lifetime income, the age of your beneficiary and, if the Rules of the Fund provide for the use of sex-distinct mortality, his or her sex; and D) the value of an Annuity Unit. PART E: TRANSFERS 27. Transfer to TIAA Dollar Annuity. You may have CREF pay to TIAA all or a part of your Accumulation for the purchase of a TIAA deferred or pay-out annuity contract on your life, provided the request for transfer is made before the Annuity Starting Date, and subject to the following conditions: A) the request for a Transfer cannot be revoked or cancelled after the effective date of such Transfer; B) you will have the same rights under the TIAA contract as any person then being issued a similar contract, except since a Transfer cannot be revoked or cancelled there will be no temporary right to cancel; C) the premium or pay-out rates for the TIAA contract will be the rates applying to such Transfers at the time the Transfer is made; D) the effective date of the Transfer will be the first day of the month following the month in which we receive your request for transfer or the first day of any later month you select; E) the amount transferred must be at least $1,000; F) no more than two Transfers may be made in any year; and G) the TIAA contract will not provide for assignment, loan or cash surrender. The number of your Accumulation Units will be reduced by the number of such Units transferred to TIAA. PART F: GENERAL PROVISIONS 28. Report of Premiums and Accumulation. Once each year until the Annuity Starting Date, we will mail you a report for the calendar year just ended. It will show the amount of premiums paid during the year and the value of your Accumulation (Death Benefit) as of the end of the year. 29. Ownership. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 30. No Assignment. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 31. No Cash Surrender or Loans. This certificate does not provide for cash surrender or loans. 32. Procedure for Elections and Changes. You, or your Second Participant or beneficiary having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the Annuity Starting Date; B) an Income Option; C) a Transfer; D) a Method of Payment for the Death Benefit; or E) a beneficiary or any person named to receive payments remaining due. No such notice will take effect unless it is received by CREF. When received it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability because our acts were contrary to what was stated in the notice. 33. Payment to an Estate, Guardian, Trustee, etc. CREF reserves the right to pay in one sum the Commuted Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 34. Correspondence and Request for Benefits. No notice, application, form, premium payment, or request for benefits will be deemed to be received by us unless it is received at our home office. All benefits are payable at our home office. Any questions about this certificate or inquiries about our service should be directed to us at our address: CREF 730 Third Avenue New York, NY 10017. 35. Service of Process upon CREF. We will accept service of process in any action or suit against us on this contract in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 36. Protection Against Claims of Creditors. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 37. Benefits Based on Incorrect Data. If the amount of benefits is determined by data as to a person's age or sex that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 38. Proof of Survival. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of your certificate is alive on the date any benefit payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit Annuity Option CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 39. Non-Forfeiture of Benefits. Benefits payable under this certificate will not be less than the minimum required as of the Date of Issue, and under other income methods are computed on the basis stated in the Rate Schedule for benefits bought by premiums. For premiums other than $100, EX-6.(B) 14 SUPP. RETIREMENT UNIT ANNUITY CERTIFICATE C R E F SUPPLEMENTAL RETIREMENT UNIT ANNUITY CERTIFICATE This is to certify that you, as the owner (Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). No other person or institution is a party to this certificate. This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION All premiums for this certificate must be remitted by your employer under a program with CREF for the purchase of certificates that qualify under Section 403(b) of the Internal Revenue Code of 1954 as amended or hereafter amended. Each premium paid to CREF purchases a number of Accumulation Units representing your share in CREF. You may convert these into a lifetime income of Annuity Units. If you die before starting to receive this income the Accumulation Units will provide a benefit for your beneficiary under one of the methods described in your certificate. Once each year we will report to you on the amount of premiums paid and the current value of your Accumulation Units. You may choose to withdraw the current value of some of your Accumulation Units or surrender your certificate for cash before starting to receive your income. When you are ready to start receiving your income, you choose the income option you want from among those described in your certificate. All options provide an income for you, and all but one also have some provision for another person, to be named by you. You, or your beneficiary at your death, may have CREF pay the value of some or all of your Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed dollar contract, as explained in your certificate. THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. INDEX OF PROVISIONS Section Accumulation - Definition ............................ 2 Accumulation Units ................................... 1 Annuity Starting Date - Change of .................... 16 - Definition ........................... 3 Annuity Unit - Definition ............................ 5 Assignment - Void and of no effect ................... 34 Benefits Based on Incorrect Data ..................... 41 Claims of Creditors - Protection against ............. 33 Commuted Value - Definition .......................... 11 Certificate - Changes of ............................. 12 Consideration ........................................ 12 Correspondence with us ............................... 38 Death Benefit ........................................ 21 - Beneficiary .......................... 22 - Changing the Beneficiary ............. 23 - Definition ........................... 8 - Methods of Payment ................... 25 - Number of Annuity Units .............. 27 - Payment of ........................... 24 - Payments after death of Beneficiary .. 26 Elections and Changes - Procedure .................... 36 Lapse - Protection against ........................... 14 Loans - No provision for ............................. 35 Lump-sum Benefits - Cash surrender ................... 29 - Date of .............................. 31 - Definition ........................... 4 - Withdrawals .......................... 30 Non-Forfeiture of benefits ........................... 43 Ownership of Certificate ............................. 33 Payment to an Estate, Trustee, etc. .................. 37 Premiums - Discontinuing and Resuming ................ 15 - Payment of ........................... 13 Proof of Survival .................................... 42 Report of Premiums and Accumulation .................. 33 Request for Benefits ................................. 38 Rules of the Fund - Definition ....................... 10 Second Participant ................................... 7 Service of Process upon CREF ......................... 39 Transfers - .......................................... 28 - Definition ........................... 9 Unit Annuity - Definition ............................ 6 Unit Annuity Income - Number of Annuity Units ........ 20 - Options .............................. 18 - Payments during guaranteed periods ... 19 - Starting payments .................... 17 PART A: TERMS USED IN THIS CERTIFICATE 1. Accumulation Units. Each premium paid to your certificate will purchase a number of Accumulation Units determined in accordance with the Rules of the Fund. Before the Annuity Starting Date, your share of the net dividend and other income of CREF will purchase additional Accumulation Units that will be credited to you. The current value of each Accumulation Unit is based on the market value of CREF's investments and will be determined in accordance with the Rules of the Fund. 2. Your ACCUMULATION is the value of all of your Accumulation Units. It will provide the benefits described in this certificate. 3. The ANNUITY STARTING DATE shown on page 3 is the date your lifetime income is scheduled to begin. The Date may be changed as explained in Sections 16 and 17. 4. LUMP-SUM BENEFITS are those you may obtain before the Annuity Starting Date by surrendering your certificate for cash or withdrawing part of your Accumulation as explained in Part F. 5. An ANNUITY UNIT is the unit of payment for all periodic benefits. The current value of an Annuity Unit will change from time to time to reflect changes in CREF'S investment, mortality and expense experience. The dollar value of any payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. 6. A UNIT ANNUITY is a series of payments of the current value of a fixed number of Annuity Units. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund, using actuarial methods. The Options under which you may receive your Unit Annuity Income are described in Part C. 7. The SECOND PARTICIPANT is the person you name, when starting to receive your income under a Survivor Unit Annuity Option, to receive a life income if he or she survives you. You may name your spouse, or any other person eligible under CREF's practices then in effect, to be a Second Participant. 8. The DEATH BENEFIT is the value of your Accumulation. It will be used to pay your beneficiary an income under one of the methods set forth in Part D if you die before the Annuity Starting Date. 9. A TRANSFER is the use of the value of some or all of your Accumulation Units to purchase fixed dollar benefits under a TIAA deferred or pay-out contract. The conditions applying to transfers are set forth in Part E. 10. The RULES OF THE FUND govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 11. The COMMUTED VALUE is a one-sum payment made in lieu of a series of payments after payment under an Income Option or Method of Payment of the Death Benefit has begun. The Commuted Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund, in which it is referred to as the "present value." PART B: CERTIFICATE AND PREMIUMS 12. The Certificate. We have issued this certificate in return for your completed application and the first premium. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. All premiums and benefits are payable at CREF's home office in New York, NY. All premiums for this certificate must be remitted by your employer under a program with CREF for the purchase of certificates that qualify under Section 403(b) of the Internal Revenue Code of 1954 as amended or hereafter amended. 13. Premium Amount. Premiums for this certificate may be paid in any amount not less than $25 each. You may change the amount or frequency of future premiums at any time. CREF will accept premiums any time before the Annuity Starting Date or your prior death. 14. Unconditional Protection Against Lapse or Forfeiture. Your certificate will not lapse after the first premium has been paid. If premiums cease, you continue to own all of your Accumulation Units. 15. Discontinuing and Resuming Premium Payments. Premiums may be stopped at any time without notice to CREF. Premiums may be resumed before the Annuity Starting Date without payment of any past due premium or penalty of any kind. PART C: YOUR UNIT ANNUITY INCOME 16. Changing Your Annuity Starting Date. Any time before you start to receive your Unit Annuity Income, you may change the Annuity Starting Date to the first of any month after the change, but not to a month later than the one following your seventy-first birthday. If you have not chosen an Annuity Starting Date prior to your sixty-fifth birthday, the Date will be the first of the month following that birthday. 17. Starting Your Unit Annuity Income. Payment of your Unit Annuity Income will begin as of the Annuity Starting Date you have chosen, if you are then living and: A) you have sent us this certificate; B) you have chosen one of the Income Options set forth in Section 18; and C) we have received due proof of your age and, if you choose a Survivor Unit Annuity Option, the age of your Second Participant (not required for the Unit Annuity for a Fixed Period Option). If A, B and C of this Section have not been completed by the Annuity Starting Date you have chosen, the Annuity Starting Date will be deferred to the first of the month after A, B and C have been completed or to the first of the month following your seventy-first birthday, whichever comes first. 18. INCOME OPTIONS are the ways in which you may have your Unit Annuity Income paid to you. Any time before the Annuity Starting Date you may choose the Option you want. You may change your choice any time before payments begin, but once they have begun no change can be made. Automatic Election Provision. If on the Annuity Starting Date determined in accordance with Sections 16 and 17, you have not chosen an Income Option, you will be deemed to have chosen the "Life Unit Annuity with 10-Year Guaranteed Period" Option if you are then single, or the "Half Benefit to Second Participant with 10-Year Guaranteed Period" Option if you are then married. These are the Income Options from which you will choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a Second Participant and some provide that payments will continue in any event during a guaranteed or fixed period as explained in Section 18: Single Life Unit Annuity. A payment will be made to you each month as long as you live. All payments will cease at your death. This Option provides nothing for anyone after your death. Life Unit Annuity with 10-, 15- or 20-Year Guaranteed Period. A payment will be made to you each month as long as you live. If you die before the end of the guaranteed period you have chosen, monthly payments will continue to the end of that period. Unit Annuity for a Fixed Period. A payment will be made to you each month for a fixed period of not less than two nor more than ten years, as chosen. At the end of the period chosen no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period. Survivor Unit Annuity Options. Under each of these Options a payment will be made to you each month as long as you live, and payments will continue for life to the Second Participant you have named if he or she survives you. After payments begin, you cannot change your choice of Second Participant. The number of Annuity Units paid to you or a surviving Second Participant each month depends on which of these Options you choose: Full Benefit to Survivor with or without a 10-, 15- or 20-Year Guaranteed Period. At the death of either you or your Second Participant the monthly payments that continue to the survivor will be the full number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the same number of Annuity Units will continue to be paid to the end of that period; otherwise all payments will cease at the death of the last survivor of you and the Second Participant. Two-thirds Benefit to Survivor with or without a 10-, 15- or 20-Year Guaranteed Period. At the death of either you or your Second Participant the monthly payments that continue to the survivor will be two-thirds the number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the two-thirds number of Annuity Units will continue to be paid to the end of that period; otherwise all payments will cease at the death of the last survivor of you and the Second Participant. Half Benefit to Second Participant with or without a 10-, 15- or 20-Year Guaranteed Period. The full monthly number of Annuity Units will not change as long as you live. If your Second Participant survives you, he or she will receive payments each month of one-half the number of Annuity Units you would have received if you had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the one-half number of Annuity Units will continue to be paid to the end of that period; otherwise all payments will cease at the death of the last survivor of you and the Second Participant. 19. Payments to the End of a Guaranteed or Fixed Period. At the time you choose an Income Option, you name the person or persons to receive these payments. You may later change the named persons and, if you choose a Survivor Unit Annuity, after your death your surviving Second Participant may change the named persons unless you direct otherwise. At the death of the last survivor of you and your Second Participant before the end of a guaranteed period you have chosen under one of the Survivor Unit Annuity Options, or at your death before the end of a guaranteed or fixed period under one of the other Income Options, the monthly payments due for the remainder of the guaranteed or fixed period will continue to the surviving person or persons named to receive them. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is then living, the Commuted Value will be paid in one sum to the estate of the last survivor of you and your Second Participant if you chose a Survivor Unit Annuity Option, or to your estate if you chose one of the other Income Options. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other person or persons named to receive it. If no one has been so named, the Commuted Value will be paid to the estate of the last person who was receiving these payments. 20. The NUMBER OF ANNUITY UNITS will be determined as of the Annuity Starting Date, in accordance with the Rules of the Fund, by: A) the value of your Accumulation Units at that time; B) the Income Option you choose; C) for all Options other than Unit Annuity for a Fixed Period, your age; D) if you choose one of the Survivor Unit Annuity Options, your Second Participant's age; E) if the Rules of the Fund provide for the use of sex-distinct mortality, your sex and that of any Second Participant; and F) the value of an Annuity Unit. If your initial Unit Annuity payment would be less than $25, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever would result in an initial payment of $25 or more and the shortest interval between payments. PART D: DEATH BENEFIT 21. The Death Benefit. If you die before the Annuity Starting Date, CREF will pay the Death Benefit to your beneficiary under one of the Methods of Payment set forth in Section 25. You may choose the Method during your lifetime as explained in Section 36. If you do not so choose, your beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your beneficiary may also change the Method chosen by you, if you so provide. Any choice of Method or change of such choice must be made in writing as explained in Section 36. 22. Naming Your Beneficiary. Beneficiaries are persons you name, in form satisfactory to CREF, to receive the Death Benefit if you die before the Annuity Starting Date. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, the Death Benefit will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die before the Annuity Starting Date, having named your spouse as primary beneficiary and "children" as equal contingent beneficiaries, your spouse would receive the Death Benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the Death Benefit in equal shares. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. If you name your estate as beneficiary, or if none of the beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die prior to the Annuity Starting Date never having named a beneficiary, your estate and your surviving spouse, if any, become the beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive lifetime monthly payments of the number of Annuity Units he or she would have received as Second Participant if you had started to receive your Income Benefit as of the first day of the month in which you die, having chosen the "Half Benefit to Second Participant with 10-Year Guaranteed Period" Option. The part of the Death Benefit not needed to provide this income to your spouse will be paid to your estate in one sum. 23. Changing Your Beneficiary. At any time before the Annuity Starting Date, you may change your beneficiary or add or delete beneficiaries as explained in Section 36. 24. Payment of the Death Benefit. Payment of the Death Benefit under one of the Methods set forth in Section 25 will start as of the first day of the month after we have received: A) this certificate; B) due proof of your death; C) the choice of a Method of Payment as provided in Section 25; and D) due proof of the beneficiary's age if the Method chosen pays a lifetime income. 25. Methods of Payment. The Death Benefit will be paid to your beneficiary under one of the Methods shown below. Single-sum Payment. Payment will be made in one sum. Single Life Unit Annuity. A payment will be made to your beneficiary each month for life. All payments will cease at his or her death. This Method provides nothing for anyone after the death of your beneficiary. Life Unit Annuity with 10-, 15- or 20-Year Guaranteed Period. A payment will be made to your beneficiary each month for life. If he or she dies before the end of the guaranteed period chosen, the monthly payments will continue to the end of that period as explained in Section 26. Unit Annuity for a Fixed Period. A payment will be made to your beneficiary each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen the entire Death Benefit will have been paid out and no further payments will be made. If your beneficiary dies before the end of the period chosen, monthly payments will continue to the end of that period as explained in Section 26. Unit Deposit. CREF will hold your beneficiary's Accumulation Units on deposit for a chosen period of not less than two nor more than thirty years. No periodic payments will be made under this Method. Additional Accumulation Units will be purchased in accordance with the Rules of the Fund from your beneficiary's share of the net dividend and other income of CREF. At the end of the period chosen, CREF will make a one-sum payment to your beneficiary. This one-sum payment will be the then current value of all Accumulation Units held by CREF for your beneficiary. If your beneficiary dies while any part of the Death Benefit is held by CREF, that amount will be payable as explained in Section 26. Instead of a chosen period, the Accumulation Units may be held on deposit for "the lifetime of the beneficiary," with the one-sum payment made after the death of your beneficiary as explained in Section 26. The value of the Death Benefit placed under this Method must be at least $5,000. Transfer to a TIAA Dollar Pay-out Contract. CREF will transfer the Death Benefit to TIAA for the purchase of an individual pay-out contract on the life of the beneficiary in any form then being issued by TIAA for such transfers, or an Annuity for a Fixed Period of not less than two nor more than thirty years, or an Interest Payments contract for A) the lifetime of the beneficiary; or B) a chosen period of not less than two nor more than thirty years. The pay-out rates for the TIAA contract will be the rates applying to such transfers at that time; the contract will give the beneficiary the same rights as any person then applying for a similar TIAA contract. The value of the Death Benefit transferred under this Method must be at least $1,000; however, if an Interest Payments contract is chosen, the value of the Death Benefit transferred must be at least $5,000. If any Method chosen, except Unit Deposit, would result in an initial payment of less than $25, CREF will have the right to require a change in choice that will result in an initial payment of not less than $25 a month. 26. Payments after the Death of a Beneficiary. Any monthly payments still due at the death of your beneficiary during a guaranteed or fixed period will be continued to the person or persons named by you or your beneficiary to receive them. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is living at the death of your beneficiary, the Commuted Value will be paid in one sum to your beneficiary's estate. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other person or persons named to receive it. If no one has been so named, the Commuted Value will be paid to the estate of the last person who was receiving these payments. If your beneficiary dies while any Accumulation Units are held by CREF under the Unit Deposit Method, their then current value will be paid in one sum to the person or persons you or your beneficiary have named to receive it. If no such person survives your beneficiary, the then current value of all Accumulation Units held on deposit will be paid in one sum to your beneficiary's estate. 27. The NUMBER OF ANNUITY UNITS FOR A BENEFICIARY will be determined, in accordance with the Rules of the Fund, by: A) the value of your Accumulation Units as of the date of your death; B) the Method of Payment chosen for the Death Benefit; C) if the Method chosen pays a lifetime income, the age of your beneficiary and, if the Rules of the Fund provide for the use of sex-distinct mortality, his or her sex; and D) the value of an Annuity Unit. PART E: TRANSFERS 28. Transfer to TIAA Dollar Annuity. You may have CREF pay to TIAA all or a part of your Accumulation for the purchase of a TIAA deferred or pay-out annuity contract on your life, provided the request for transfer is made before the Annuity Starting Date, and subject to the following conditions: A) the premium or pay-out rates for the TIAA contract will be the rates applying to such Transfers at the time the Transfer is made; B) you will have the same rights under the TIAA contract as any person then being issued a similar contract, except since a Transfer cannot be revoked or cancelled there will be no temporary right to cancel; C) the effective date of the Transfer will be the first day of the month following the month in which we receive your request for transfer or the first day of any later month you select; D) the request for a Transfer cannot be revoked after the effective date of such Transfer; E) the amount transferred must be at least $1,000; F) no more than two Transfers may be made in any year; and G) the TIAA contract will not provide for assignment or loans. The number of your Accumulation Units will be reduced by the number of such Units transferred to TIAA. PART F: LUMP-SUM BENEFITS 29. Cash Surrender. At any time before the Annuity Starting Date you may surrender this certificate for a cash payment equal to the Accumulation as of that date. Upon surrender for cash, all of our obligations under this certificate will be terminated. 30. Withdrawals. At any time before the Annuity Starting Date but not more than once in a six-month period, you may withdraw a portion of the Accumulation in cash. The amount withdrawn must be at least $1,000 and not greater than the Accumulation eligible for withdrawal. The entire Accumulation, less that portion resulting from premiums paid in the month of withdrawal and the preceding month, is eligible for withdrawal. The Accumulation will be reduced by the amount of any Withdrawal. 31. Date of Surrender or Withdrawal. A cash surrender or withdrawal will be made as of the date on which we receive your written election, unless you request it to be made as of the first of the next month. For a cash surrender to be effective, you must also send us this certificate. PART G: GENERAL PROVISIONS 32. Report of Premiums and Accumulation. Once each year until the Annuity Starting Date, we will mail you a report for the calendar year just ended. It will show the amount of premiums paid during the year and the value of your Accumulation (Death Benefit) as of the end of the year. 33. Ownership. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 34. No Assignment. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 35. No Loans. This certificate does not provide for loans. 36. Procedure for Elections and Changes. You, or your Second Participant or beneficiary having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the Annuity Starting Date; B) an Income Option; C) a Transfer or Lump-sum Benefit; D) a Method of Payment for the Death Benefit; or E) a beneficiary or any person named to receive payments remaining due. No such notice will take effect unless it is received by CREF. When received it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability because our acts were contrary to what was stated in the notice. 37. Payment to an Estate, Guardian, Trustee, etc. CREF reserves the right to pay in one sum the Commuted Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 38. Correspondence and Request for Benefits. No notice, application, form, premium payment, or request for benefits will be deemed to be received by us unless it is received at our home office. All benefits are payable at our home office. Any questions about this certificate or inquiries about our service should be directed to us at our address: CREF 730 Third Avenue New York, NY 10017. 39. Service of Process Upon CREF. We agree to appear in any action in any action or suit against us on this contract in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 40. Protection Against Claims of Creditors. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 41. Benefits Based on Incorrect Data. If the amount of benefits is determined by data as to a person's age or sex that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 42. Proof of Survival. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of your certificate is alive on the date any benefit payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit Annuity Option CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 43. Non-Forfeiture of Benefits. Benefits payable under this certificate will not be less than the minimum required as of the Date of Issue by any statute of the State in which this certificate is delivered. Any benefits purchased cannot be forfeited under this certificate. EX-6.(C)(I) 15 UNIT-ANNUITY CONTRACT COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017 GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CONTRACT GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CONTRACT NO.: [CGSRA-0001] CONTRACTHOLDER: [ABC UNIVERSITY] DATE OF ISSUE: [April 1, 1991] [STATE OF DELIVERY: NEW YORK] [ This contract ("the Contract") was made and delivered in the State of New York. The validity and effect of all rights and duties under this Contract are governed by the laws there in force.] This contract [("the Contract")] is issued in consideration of the payment of Premiums by the Contractholder to the College Retirement Equities Fund ("CREF"). CREF will issue to each Participant a certificate ("Certificate") setting forth the benefits under the Contract to be derived from Premiums paid on behalf of such Participant. The Contract may be amended by agreement of CREF and the Contractholder without the consent of any other person, provided that such change does not reduce the then current Accumulation of any Participant, or any benefit purchased under the Contract up to that time. CREF may stop accepting Premiums under the Contract at any time. The provisions contained on the following pages (the Certificate) are part of the Contract. /s/John H. Biggs ----------------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER 30 DAY FREE LOOK TO YOUR CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNNUITIY CERTIFICATE - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 NOTICE OF 30-DAY RIGHT TO CANCEL THIS CERTIFICATE It is our wish that you fully understand the provisions of your Certificate and be entirely satisfied with it. Please read it carefully. You may cancel this Certificate by taking all of the following actions within 30 days from the date you receive it: 1. Delivering or mailing the Certificate to us, and 2. Sending us the "Notice of Cancellation" below or a telegram or other written notification similarly worded. The Certificate and notification should be delivered or mailed to: CREF, 730 Third Avenue, New York, NY 10017-3206. - ------------------------------------------------------------------------------ NOTICE OF CANCELLATION I am the owner of CREF Certificate No._____________________ which I received within the last 30 days. I hereby cancel this Certificate. I request that all premiums paid for it be refunded to the remitter of the premiums. I understand that if this Certificate was issued as a result of a transfer from another CREF unit annuity certificate or a certificate or contract issued by Teachers Insurance and Annuity Association of America, the premium refund will be reinstated in such certificate or contract. I understand that upon delivering or mailing this notice and the Certificate to CREF, the Certificate is void as of the date of issue and no benefits will be provided under it. Dated:___________________ Signature:__________________________________________ --------------------------------------------- NAME (PLEASE PRINT) 30 DAY FREE LOOK TO YOUR CREF RETIREMENT UNIT-ANNNUITIY CERTIFICATE - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 NOTICE OF 30-DAY RIGHT TO CANCEL THIS CERTIFICATE It is our wish that you fully understand the provisions of your Certificate and be entirely satisfied with it. Please read it carefully. You may cancel this Certificate by taking all of the following actions within 30 days from the date you receive it: 1. Delivering or mailing the Certificate to us, and 2. Sending us the "Notice of Cancellation" below or a telegram or other written notification similarly worded. The Certificate and notification should be delivered or mailed to: CREF, 730 Third Avenue, New York, NY 10017-3206. CAUTION: IMPORTANT! If this Certificate has been issued in accordance with the requirements of your employer's retirement plan, keeping the Certificate may be required as a condition of your employment. If you have any questions, please review the provisions of your employer's retirement plan or consult with your employer to determine your rights and obligations with respect to the plan and this Certificate. - -------------------------------------------------------------------------------- NOTICE OF CANCELLATION I am the owner of CREF Certificate No._____________________ . I hereby cancel this Certificate. I request that the accumulated value of all premiums paid for it be refunded to the remitter of the premiums. I understand that if this Certificate was issued as a result of a transfer from another CREF unit-annuity certificate or a certificate or a contract issued by Teachers Insurance and Annuity Association of America, the premium refund will be reinstated in such certificate or contract. I understand that upon delivering or mailing this notice and the Certificate to CREF, the Certificate is void as of the date of issue and no benefits will be provided under it. Dated:___________________ Signature:__________________________________________ --------------------------------------------- NAME (PLEASE PRINT) - -------------------------------------------------------------------------------- 30 DAY FREE LOOK TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNNUITIY CERTIFICATE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 30 DAY FREE LOOK TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNNUITIY CERTIFICATE - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 NOTICE OF 30-DAY RIGHT TO CANCEL THIS CERTIFICATE It is our wish that you fully understand the provisions of your Certificate and be entirely satisfied with it. Please read it carefully. You may cancel this Certificate by taking all of the following actions within 30 days from the date you receive it: 1. Delivering or mailing the Certificate to us, and 2. Sending us the "Notice of Cancellation" below or a telegram or other written notification similarly worded. The Certificate and notification should be delivered or mailed to: CREF, 730 Third Avenue, New York, NY 10017-3206. - -------------------------------------------------------------------------------- NOTICE OF CANCELLATION I am the owner of CREF Certificate No._____________________ which I received within the last 30 days. I hereby cancel this Certificate. I request that the accumulated value, as of the end of the Business Day in which this notice is received by CREF, of all premiums paid for it be refunded to the remitter of the premiums. I understand that upon delivering or mailing this notice and the Certificate to CREF, the Certificate is void as of the date of issue and no benefits will be provided under it. Dated:___________________ Signature:__________________________________________ --------------------------------------------- NAME (PLEASE PRINT) - -------------------------------------------------------------------------------- EX-6.(C)(II) 16 GROUP SUPPLEMENTAL CERTIFICATE CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE Annuity Certificate Date of Date of Starting Number Issue Birth Date +------------------------------------------------+ | B-300000-0 03 01 1991 12 20 1952 01 01 2018 | | | Participant| DOE, JOHN J | | | Contractholder| ABC UNIVERSITY CGSRA-0001 |Contract +------------------------------------------------+Number This Certificate states that you, the Participant, are entitled to share in the benefits of College Retirement Equities Fund ("CREF" or "Fund") under the provisions of a Group Supplemental Retirement Annuity Contract ("the Contract") issued to your Employer, as Contractholder. The Contract may be amended by agreement of CREF and the Contractholder, provided that such change does not reduce the number of your Accumulation Units or the number of Annuity Units purchased for you under the Contract up to that time. CREF may stop accepting Premiums under the Contract at any time. This page refers briefly to some of the Contract's features described in your Certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the Contract. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION All Premiums on your behalf must be remitted under the terms of your Employer's Tax Deferred Annuity Plan. Each Premium paid to CREF purchases a number of Accumulation Units representing your share in CREF. You may convert these into an income of Annuity Units. When you are ready to start receiving your income, you choose the Income Option you want from among those described in your Certificate. All options provide an income for you, and all but one also have some provision for another person, to be named by you. If you die before starting to receive annuity income, your Accumulation Units will provide a benefit for your Beneficiary under one of the methods described in your Certificate. Once each year we will report to you on the current value of your Accumulation Units. You may choose to withdraw, as a Lump-sum Benefit, all or part of your Accumulation before starting to receive a lifetime income. Federal tax law may restrict distributions before age 59 1/2, as outlined in Section 47. You, or your Beneficiary at your death, may have CREF pay the value of some or all of your Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed-dollar contract or certificate, as explained in your Certificate. THIS CERTIFICATE CANNOT BE ASSIGNED, NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED-DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX ON NEXT PAGE INDEX OF PROVISIONS Section Accounts Definition..........................................1 Deletion 2 Accumulation Definition..........................................4 Accumulation Units Definition..........................................3 Number of...........................................5 Annuity Benefit Annuity Unit........................................7 Unit Annuity.......................................22 Annuity Starting Date Change of..........................................27 Definition..........................................6 Assignment Void and of no effect..............................44 Benefits Based on Incorrect Data............................52 Business Day.................................................9 Claims of Creditors Protection against.................................46 Commuted Value Definition.........................................10 Contract Consists of........................................24 Correspondence with us......................................55 Death Benefit Beneficiary.........................................8 Changing the Beneficiary...........................34 Definition.........................................11 Methods of Payment.................................35 Naming Your Beneficiary............................33 Number of Annuity Units............................37 Payment of.........................................32 Payments after death of Beneficiary................36 Elections and Changes Procedure..........................................49 Elective Deferrals Restrictions on Distribution.......................47 Employer Definition.........................................12 Section ERISA Definition.........................................13 Funding Vehicle Definition.........................................14 Income Benefit Definition.........................................15 Number of Annuity Units............................31 Options ...........................................29 Payments during guaranteed or fixed periods........30 Starting payments..................................28 IRC Definition.........................................16 Lapse or Forfeiture Protection against.................................26 Laws and Regulations Compliance with....................................54 Loans No Provision for...................................45 Lump-sum Benefit Availability of....................................39 Definition.........................................17 Payment of.........................................40 Non-Forfeiture of Benefits..................................48 Payment to an Estate, Trustee, etc..........................50 Premiums....................................................25 Proof of Survival...........................................53 Report of Accumulation......................................43 Rules of the Fund Definition.........................................18 Second Participant..........................................19 Service of Process upon CREF................................51 Spouse's Rights.............................................41 Definition.........................................20 Waiver of..........................................42 Tax Deferred Annuity Plan Definition.........................................21 Transfer....................................................38 Valuation Day Definition.........................................23 COLLEGE RETIREMENT EQUITIES FUND ANNUITY CERTIFICATE DATE OF DATE OF STARTING NUMBER ISSUE BIRTH DATE [B-300000-0 03 01 1991 12 20 1952 01 01 2018] PARTICIPANT [DOE, JOHN J ] CONTRACTHOLDER [ABC UNIVERSITY ] GROUP SUPPLEMENTAL RETIREMENT ANNUITY CONTRACT NO: [ CGSRA-0001 ] SOCIAL SECURITY NUMBER: 999-99-9999 THE CONTRACT UNDER WHICH THIS CERTIFICATE WAS ISSUED WAS MADE AND DELIVERED IN THE [STATE OF NEW YORK]. THE VALIDITY AND EFFECT OF ALL RIGHTS AND DUTIES UNDER THE CONTRACT ARE GOVERNED BY THE LAWS THERE IN FORCE. PART A: TERMS USED IN THIS CERTIFICATE 1. ACCOUNTS. CREF maintains the following four investment Accounts, each with its own distinct investment portfolio: The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of short-term debt securities. The CREF BOND MARKET ACCOUNT maintains a portfolio consisting primarily of investment grade bonds. The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. Your right to allocate Premiums or transfer any part of your Accumulation to the CREF Bond Market Account, the CREF Social Choice Account, and any future CREF Account may be limited under the terms of your Employer's Tax Deferred Annuity Plan. 2. DELETION OF A CREF ACCOUNT. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer your Accumulation Units, if any, in such Account to the CREF Money Market Account. 3. ACCUMULATION UNITS. Each CREF Account maintains a separate Accumulation Unit value. The current value of each Account's Accumulation Unit is based on the market value of that Account's investments, and will be determined in accordance with the Rules of the Fund. 4. Your ACCUMULATION is the sum of the value of all of your Accumulation Units in all of the Accounts under this Certificate. It will provide the benefits described in this Certificate. 5. NUMBER OF ACCUMULATION UNITS. Each of the Premiums paid on your behalf under this Certificate will purchase a number of Accumulation Units determined in accordance with the Rules of the Fund. The Premiums will be allocated among the CREF Accounts under your certificate in accordance with your most recent instructions received by CREF, as detailed in Section 25. The number of your Accumulation Units in any Account under your Certificate will be increased by: A) any Premiums paid to that Account under your Certificate; and B) any transfers to that Account under your Certificate from another CREF Account; and will be reduced by: C) the application of Accumulation Units from that Account to provide an Income Benefit; D) any Lump-sum Benefits paid from that Account; and E) any transfers from that Account to TIAA, another CREF Account, or another Funding Vehicle. 6. The ANNUITY STARTING DATE shown on Page 3 is the date your Income Benefit is scheduled to begin. The Date may be changed as explained in Sections 27 and 28. 7. An ANNUITY UNIT is the unit of payment for all unit-annuity benefits. The CREF Stock and CREF Money Market Accounts maintain separate Annuity Units. All CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are available from the CREF Stock Account and the CREF Money Market Account. The current value of an Annuity Unit will change from time to time to reflect changes in CREF's investment, mortality, and expense experience. The dollar value of any Unit-Annuity payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. 8. BENEFICIARIES are persons you name, in a form satisfactory to CREF, to receive the Death Benefit if you die before the Annuity Starting Date. 9. A BUSINESS DAY is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. 10. COMMUTED VALUE. The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments. The Commuted Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund, in which it is referred to as the Present Value. 11. The DEATH BENEFIT is the current value of your Accumulation. It will be used to pay your Beneficiary an income under one of the methods set forth in Part D if you die before the Annuity Starting Date. 12. EMPLOYER. As used in this Certificate, your Employer is the organization named as Contractholder on Page 3, even if you separate from the service of such Employer after the Date of Issue. 13. ERISA is the Employee Retirement Income Security Act of 1974, as amended. 14. A FUNDING VEHICLE is an annuity contract or a custodial account established to provide retirement benefits under IRC Section 403(b). 15. The INCOME BENEFIT is the monthly amount payable to you under one of the options set forth in Part C. The monthly amount will first be payable on the Annuity Starting Date. 16. The IRC is the Internal Revenue Code of 1986, as amended. 17. A LUMP-SUM BENEFIT is a withdrawal in a single sum of all or part of your Accumulation. Federal tax law may restrict distributions before age 59 1/2, as outlined in Section 47. The provisions concerning Lump-sum Benefits are set forth in Part F. 18. The RULES OF THE FUND govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this Certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the Fund was furnished to you when this Certificate was issued; you will be notified of all amendments to such Rules. 19. The SECOND PARTICIPANT is the person you name, when starting to receive your income under a Survivor Unit-Annuity Option, to receive a life income if he or she survives you. You may name your spouse, or any other person eligible under CREF's practices then in effect, to be a Second Participant, subject to the rights of your spouse, if any, as described in Part G. 20. SPOUSE'S RIGHTS. If your Accumulation is subject to ERISA, your spouse may have rights to a Survivor Retirement Benefit or a Survivor Death Benefit, as explained in Part G. Your spouse's right to these benefits may limit your choice of Income Option, Beneficiary, Lump-sum Benefit, or Transfer. 21. A TAX DEFERRED ANNUITY PLAN is an employee benefit plan established by your Employer under IRC Section 403(b), under which you may make salary reduction contributions to an annuity contract. 22. A UNIT-ANNUITY is a series of payments of the then current value of a fixed number of Annuity Units. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund using actuarial methods. A Unit-Annuity Benefit may be elected as described in Part C. 23. A VALUATION DAY is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. PART B: CONTRACT AND PREMIUMS 24. THE CONTRACT. The Contract (including this Certificate) constitutes the entire contract between CREF and the Contractholder, and the provisions therein alone will govern with respect to the rights and obligations of CREF, the Contractholder, and you. The payment of Premiums by the Contractholder to CREF is the consideration for the Contract. The Contract may be amended by agreement of CREF and the Contractholder without the consent of you or any other person, provided that such change does not reduce the number of your Accumulation Units or the number of Annuity Units purchased for you under the Contract up to that time. Any endorsement or amendment of this Certificate, or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. All Premiums and Benefits are payable at CREF's home office in New York, NY. Nothing in the Contract invalidates or impairs any right granted to you by law or under this Certificate. 25. PREMIUMS. All Premiums on your behalf must be remitted under the terms of your Employer's Tax Deferred Annuity Plan. We have issued this Certificate in consideration of Premiums paid on your behalf. Premiums may be paid in any amount and at any frequency, in accordance with your Employer's Tax Deferred Annuity Plan. Premiums will be credited to your Certificate as of the date on which they are received. CREF will accept Premiums on your behalf any time before the Annuity Starting Date or your prior death; however CREF may stop accepting Premiums under the Contract at any time. You may allocate any whole number percentage of a Premium to a CREF Account. CREF will credit your Premiums among the Accounts according to the most recent instructions CREF has received from you. Your right to allocate such Premiums to the Bond Market Account, to the Social Choice Account, and to any future CREF Account may be limited under the terms of your Employer's Tax Deferred Annuity Plan. If no allocation instructions have been received, all Premiums will be allocated to the Money Market Account. 26. UNCONDITIONAL PROTECTION AGAINST LAPSE OR FORFEITURE. Your rights under the Contract will not lapse after the first Premium has been paid. If Premiums cease, you will continue to own all benefits to be derived from the Accumulation. PART C: YOUR INCOME BENEFIT 27. CHANGING YOUR ANNUITY STARTING DATE. You may change the Annuity Starting Date at any time before you start to receive your Income Benefit, by written notice to CREF as explained in Section 49. You may change the Annuity Starting Date, subject to the Federal tax law restrictions described in Section 47, to the first of any month after the change, but not to a month later than the April first of the calendar year following the calendar year in which you attain age 70 1/2. If you have not chosen an Annuity Starting Date prior to your sixty-fifth birthday, you will be deemed to have chosen the first of the month following that birthday. 28. STARTING YOUR INCOME BENEFIT. Payment of your Income Benefit will begin as of the Annuity Starting Date you have chosen, if you are then living and: A) you have chosen one of the Income Options set forth in Section 29; B) if you choose an Income Option that pays a lifetime income, we have received due proof of your age and, if you choose a Survivor Unit-Annuity Option, the age of your Second Participant; and C) if your Accumulation is subject to the ERISA requirements described in Part G, and (1) you are married and have not chosen a Survivor Unit-Annuity Option with your spouse as Second Participant, we have received a Waiver of Spouse's Rights; or (2) we have received proof that you are not married. If the requirements of this Section have not been completed by the Annuity Starting Date you have chosen, the Annuity Starting Date will be deferred to the first of the month after the requirements have been completed, or if earlier, to the April first of the calendar year following the calendar year in which you attain age 70 1/2. 29. INCOME OPTIONS are the ways in which you may have your Income Benefit paid to you. Any time before the Annuity Starting Date you may choose the Option you want. You may change your choice any time before payments begin, but once they have begun no change can be made. Any choice of Option or change of such choice must be made by written notice to CREF as explained in Section 49. Your right to elect an option or change such election may be limited in accordance with Section 54. The value of your Accumulation will be the consideration for a CREF individual pay-out annuity certificate providing benefits under the Income Option you choose. If your Accumulation is subject to ERISA, then your choice of Income Option is subject to the right of your spouse, if any, to benefits as explained in Part G. The following are the Income Options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a Second Participant and some provide that payments will continue in any event during a guaranteed or fixed period as explained in Section 30. The monthly amount paid to you or a surviving Second Participant depends on which of these Options you choose: SINGLE LIFE UNIT-ANNUITY. A payment will be made to you each month as long as you live. All payments will cease at your death. This Option provides nothing for anyone after your death. LIFE UNIT-ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to you each month as long as you live. If you die before the end of the guaranteed period you have chosen, the monthly payments will continue to the end of that period. UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to you each month for a fixed period of not less than five nor more than thirty years, as chosen. At the end of the period chosen no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period. SURVIVOR UNIT-ANNUITY OPTIONS. Under each of the following Options a payment will be made to you each month for as long as you live, and will be continued for life to the Second Participant you have named if he or she survives you. After payments begin, you cannot change your choice of Second Participant. FULL BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. At the death of either you or your Second Participant the monthly payments that continue to the survivor will be based on the full number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the monthly payments will be based on the full number of Annuity Units that would have been paid if both had lived, and will continue to be paid to the end of that period. If you do not choose a guaranteed period all payments will cease at the death of the last survivor of you and the Second Participant. TWO-THIRDS BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. At the death of either you or your Second Participant the monthly payments that continue to the survivor will be based on two-thirds of the number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the monthly payments will be based on two-thirds of the number of Annuity Units that would have been paid if both had lived, and will continue to be paid to the end of that period. If you do not choose a guaranteed period all payments will cease at the death of the last survivor of you and the Second Participant. HALF BENEFIT TO SECOND PARTICIPANT WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. Monthly income equal to the full number of Annuity Units will continue as long as you live. If your Second Participant survives you, the monthly payments that continue will be based on one-half the number of Annuity Units that you would have received if you had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the monthly payments will be based on one-half of the number of Annuity Units that would have been paid if you had lived, and will continue to be paid to the end of that period. If you do not choose a guaranteed period all payments will cease at the death of the last survivor of you and the Second Participant. AUTOMATIC ELECTION PROVISION. If on the Annuity Starting Date determined in accordance with Sections 27 and 28, you have not chosen an Income Option, you will be deemed to have chosen the "Life Unit-Annuity with 10-Year Guaranteed Period" Option if you are then single, or the "Half Benefit to Second Participant with 10-Year Guaranteed Period" Survivor Unit-Annuity Option with your spouse as Second Participant if you are then married. 30. PAYMENTS TO THE END OF A GUARANTEED OR FIXED PERIOD. At the time you choose an Income Option, you name the person or persons to receive these payments, as explained in Section 49. You may later change the named persons and, if you choose a Survivor Unit-Annuity, your surviving Second Participant may change the named persons after your death unless you direct otherwise. At the death of the last survivor of you and your Second Participant before the end of a guaranteed period under one of the Survivor Unit-Annuity Options, or at your death before the end of a guaranteed or fixed period under one of the other Income Options, the monthly payments due for the remainder of the guaranteed or fixed period will continue to the surviving person or persons named to receive them. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is then living, the Commuted Value will be paid to your estate or, if you chose a Survivor Unit-Annuity Option, to the estate of the last survivor of you and your Second Participant. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other surviving person or persons named to receive it. If no one so named is then living, the Commuted Value will be paid to the estate of the last person who was receiving these payments. 31. The NUMBER OF ANNUITY UNITS in each Account under your certificate will be determined as of the Annuity Starting Date, in accordance with the Rules of the Fund, on the basis of: A) the value of your Accumulation Units in that Account under your Certificate at that time; B) the Income Option you choose; C) if you choose an Income Option that pays a lifetime income, your age; D) if you choose a Survivor Unit-Annuity Option, your Second Participant's age; and E) the value of that Account's Annuity Unit at that time. If your initial Income Benefit would be less than $25 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in an initial payment of $25 or more and the shortest interval between payments. PART D: DEATH BENEFIT 32. PAYMENT OF THE DEATH BENEFIT. If you die before the Annuity Starting Date, CREF will pay the Death Benefit to your Beneficiary under one of the Methods of Payment set forth in Section 35. You may choose the Method during your lifetime by written notice to CREF, as explained in Section 49. If you do not so choose, your Beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your Beneficiary may change the Method chosen by you, if you so provide. Any choice of Method or change of such choice must be made by written notice to CREF, as explained in Section 49. Payment of the Death Benefit under one of the Methods set forth in Section 35 will start as of the first day of the month after we have received: A) due proof of your death; B) the choice of a Method of Payment set forth in Section 35; and C) due proof of the Beneficiary's age if the Method chosen pays a lifetime income. 33. NAMING YOUR BENEFICIARY. Beneficiaries are persons you name, by written notice to CREF as explained in Section 49, to receive the Death Benefit if you die before the Annuity Starting Date. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, the Death Benefit will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die before the Annuity Starting Date, having named your spouse as primary Beneficiary and "children" as equal contingent Beneficiaries, your spouse would receive the Death Benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the Death Benefit in equal shares. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, child, brother or sister. If you name your estate as Beneficiary, or if none of the Beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If your Accumulation is subject to ERISA, then your right to name a Beneficiary for the Death Benefit is subject to the right of your spouse, if any, to benefits as described in Part G. If you die prior to the Annuity Starting Date never having named a Beneficiary, your estate and your surviving spouse, if any, become the Beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive a benefit, payable under one of the Methods of Payment, which is the actuarial equivalent as of the date Death Benefit payments are paid or begin of one-half of your Accumulation, with the remainder of your Accumulation being paid to your estate in one sum. 34. CHANGING YOUR BENEFICIARY. At any time before the Annuity Starting Date you may change your Beneficiary or add or delete Beneficiaries, by written notice to CREF as explained in Section 49, subject to the rights of your spouse, if any, as described in Part G. 35. METHODS OF PAYMENT. The Death Benefit will be paid to your Beneficiary under one of the Methods shown below. For all Methods except Single-sum and Transfer to a TIAA Pay-out Contract, the Death Benefit will be the consideration for a CREF individual pay-out certificate providing benefits under the Method of Payment chosen. Each of the Methods of Payment, other than the Single-sum and Transfer to a TIAA Pay-out Contract, is available in either the Stock Account or the Money Market Account. The distribution of the Death Benefit under any Method of Payment must be made over the lifetime of your Beneficiary or over a period not to exceed your Beneficiary's life expectancy. The Death Benefit must be applied under a chosen Method of Payment within one year of the date of your death; otherwise payments will be made to your Beneficiary beginning on the first day of the month in which the first anniversary of your date of death occurs, under the Unit- Annuity for a Fixed Period Method for a period of five years with payments made annually. SINGLE-SUM PAYMENT. The Death Benefit will be paid to your Beneficiary in one sum. SINGLE LIFE UNIT-ANNUITY. A payment will be made to your Beneficiary each month for life. All payments will cease at his or her death. This Method provides nothing for anyone after the death of your Beneficiary. LIFE UNIT-ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to your Beneficiary each month for life. If he or she dies before the end of the guaranteed period chosen, the monthly payments will continue to the end of that period as explained in Section 36. UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to your Beneficiary each month for a fixed period of not less than five nor more than thirty years, as chosen. At the end of the period chosen the entire Death Benefit will have been paid out and no further payments will be made. If your Beneficiary dies before the end of the period chosen, the monthly payments will continue to the end of that period as explained in Section 36. UNIT DEPOSIT. CREF will hold your Beneficiary's Accumulation Units on deposit for a chosen period of not less than two nor more than thirty years. No periodic payments will be made under this Method. At the end of the period chosen, CREF will make a one-sum payment to your Beneficiary. This one-sum payment will be the then-current value of all Accumulation Units held by CREF for your Beneficiary. If your Beneficiary dies while any part of the Death Benefit is held by CREF, that amount will be payable as explained in Section 36. The value of the Death Benefit placed under this Method must be at least $5,000. TRANSFER TO A TIAA PAY-OUT CONTRACT. CREF will pay to TIAA the Death Benefit for the purchase of a pay-out annuity on the life of the Beneficiary, or a pay-out annuity for a fixed period of not less than two nor more than thirty years, or an Interest Payments contract for a chosen period of not less than two nor more than thirty years. The Premium and pay-out rates for the TIAA contract will be the rates applying to such transfers at that time; the contract will give the Beneficiary the same rights as any person then being issued a similar TIAA contract. The value of a Death Benefit transferred under this Method must be at least $5,000. If any Method chosen, except Unit Deposit, would result in an initial payment of less than $25 a month, CREF will have the right to require a change in choice that will result in an initial payment of not less than $25 a month. 36. PAYMENTS AFTER THE DEATH OF A BENEFICIARY. Any monthly payments still due at the death of your Beneficiary during a guaranteed or fixed period will be continued to the person or persons named by you or your Beneficiary to receive them, by written notice to CREF as explained in Section 49. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is living at the death of your Beneficiary, the Commuted Value will be paid in one sum to your Beneficiary's estate. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other person or persons named to receive it. If no one has been so named, the Commuted Value will be paid to the estate of the last person who was receiving these payments. If your Beneficiary dies while any Accumulation Units are held by CREF under the Unit Deposit Method, then their current value will be paid in one sum to the person or persons you or your Beneficiary have named to receive it. If no such person survives your Beneficiary, the then-current value of all Accumulation Units held on deposit will be paid in one sum to your Beneficiary's estate. 37. The NUMBER OF ANNUITY UNITS FOR A BENEFICIARY in each Account under your Beneficiary's certificate will be determined as of the date the Unit-Annuity begins, in accordance with the Rules of the Fund, on the basis of: A) the value of your Accumulation Units in that Account under your Certificate at that time; B) the Method of Payment chosen for the Death Benefit; C) if the Method chosen pays a lifetime income, the age of your Beneficiary; and D) the value of that Account's Annuity Unit at that time. PART E: TRANSFERS 38. You may TRANSFER some or all of your Accumulation Units from a CREF Account under your Certificate: (a) to purchase Accumulation Units in one of the other CREF Accounts under your Certificate, (b) to a fixed-dollar TIAA annuity, or (c) to a Funding Vehicle not offered by CREF or TIAA. Your right to transfer to the Bond Market Account, to the Social Choice Account, to any future CREF Account, and/or to a Funding Vehicle not offered by TIAA or CREF, may be limited under the terms of your Employer's Tax Deferred Annuity Plan. If you choose to Transfer, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF:A) your request for a Transfer; and B) when required by law, if your Accumulation is subject to the ERISA requirements described in Part G, a Waiver of Spouse's Rights or proof that you are not married. You may choose to defer the effective date of the Transfer until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Transfer cannot be revoked after the effective date of such Transfer. If you Transfer to a TIAA annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract. If all of your Accumulation Units under your Certificate are withdrawn as a Transfer, all obligations of CREF to you under the contract are fulfilled. CREF may limit Transfers to not more than twice in any calendar year. PART F: LUMP-SUM BENEFITS 39. AVAILABILITY OF LUMP-SUM BENEFIT. Before the Annuity Starting Date, you may choose to receive a Lump-sum Benefit from some or all of a specified Account's Accumulation Units. Any choice of Lump-sum Benefit must be made by written notice to CREF as explained in Section 49. If your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse, if any, as described in Part G. Federal tax law may restrict distributions before age 59 1/2, as outlined in Section 47. A tax-free rollover of your Lump-sum Benefit may be available to you under the IRC and the rulings and regulations issued thereunder. 40. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; and B) if your Accumulation is subject to the ERISA requirements described in Part G, a Waiver of Spouse's Rights or proof that you are not married. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under your Certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under the contract are fulfilled. PART G: SPOUSE'S RIGHTS TO BENEFITS 41. SPOUSE'S RIGHT TO BENEFITS. If A) you are married, and B) all or part of your Accumulation is attributable to contributions made under a Tax Deferred Annuity Plan subject to ERISA, and C) a plan contribution has been paid on your behalf after August 22, 1984, then, only to the extent required by the IRC or ERISA, your rights to choose an Income Option, name a Beneficiary for the Death Benefit, receive a Lump-sum Benefit, or Transfer are restricted by the rights of your spouse to benefits as follows: SPOUSE'S SURVIVOR RETIREMENT BENEFIT. If you are married on the Annuity Starting Date, your Income Benefit must be paid under a Survivor Unit-Annuity Option with your spouse as Second Participant. SPOUSE'S SURVIVOR DEATH BENEFIT. If you die before the Annuity Starting Date and your spouse survives you, the payment of the Death Benefit to your named Beneficiary is subject to your spouse's right to receive a Death Benefit of a Unit-Annuity which is the actuarial equivalent as of the date such Unit-Annuity begins of one-half of your Accumulation, if any, attributable to contributions made under a plan subject to ERISA. Your spouse may consent to a waiver of his or her rights to these benefits, as explained in Section 42. 42. WAIVER OF SPOUSE'S RIGHTS. Your spouse must consent to a waiver of his or her right to survivor benefits before you can choose: A) an Income Option other than a Survivor Unit-Annuity with your spouse as Second Participant; B) Beneficiaries who are not your spouse for more than half of the Death Benefit; C) a Lump-sum Benefit; or D) to the extent required by law, a Transfer. In order to waive the right to spousal survivor benefits we must receive, in form satisfactory to CREF, your spouse's written consent, or verification that your spouse cannot be located. A waiver of rights with respect to an Income Option may be made by you and consented to by your spouse no earlier than 90 days before the Annuity Starting Date. A waiver of the Survivor Death Benefit may not be effective if it is made prior to the plan year in which you attain age 35, or, if earlier, your separation from service of your Employer. Generally, a waiver of rights with respect to the portion of the Accumulation to be used for a Lump-sum Benefit or Transfer may be made no earlier than 90 days before the effective date of such Lump-sum Benefit or Transfer. Verification of your marital status may be required, in form satisfactory to CREF, for purposes of establishing your spouse's right to benefits or a waiver of these rights. You may revoke a waiver of your spouse's rights to benefits at any time during your lifetime. Your spouse may not revoke a consent after the consent has been given. PART H: GENERAL PROVISIONS 43. REPORT OF ACCUMULATION. Once each year until the Annuity Starting Date, we will mail you a report for the calendar year just ended. It will show the value of your Accumulation as of the end of the year. 44. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this Certificate or any benefits, nor transfer any of your duties, under the terms of the Contract. Any such action will be void and of no effect. 45. NO LOANS. The Contract does not provide for loans. You may, however, transfer your Accumulation to TIAA, where loans may be available, subject to the terms of your Employer's Tax Deferred Annuity Plan. 46. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under the Contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 47. RESTRICTIONS ON ELECTIVE DEFERRALS. This Certificate is designed to be part of a tax-deferred group annuity contract as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution of the portion, if any, of a participant's accumulation equal to: A) amounts attributable to funds transferred from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b) (1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11) ); less C) the value, if any, of the amounts described in B) determined as of December 31, 1988; until the participant: (1) attains age 59 1/2; (2) separates from service of the employer under whose plan the aforementioned portion is attributable; (3) dies; (4) becomes disabled within the meaning of IRC Section 72(m)(7); or (5) encounters financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, IRC Section 403(b) requires that any earnings credited after December 31, 1988 and, in addition any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) that are not elective deferrals under a salary reduction agreement, will not be available for distribution. Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to CREF and not inconsistent with applicable law. 48. NON-FORFEITURE OF BENEFITS. Amounts payable under the Contract will not be less than the minimum required as of the Date of Issue by any statute of the State or other jurisdiction in which the Contract is issued. Your Accumulation and any benefits purchased cannot be forfeited under the Contract. 49. PROCEDURE FOR ELECTIONS AND CHANGES. An election or change may be made, in accordance with the terms of your Certificate, by written notice satisfactory to CREF. No such notice will take effect unless it is received by CREF at its home office in New York, NY. Any notice of change in Beneficiary or other person named to receive payments will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any other notice will take effect as of the date it is received. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability even though our acts were contrary to what was stated in the notice. 50. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. CREF may pay in one sum the Commuted Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts of or any neglect by any executor, trustee, guardian, or other third party to whom payment is made. 51. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on the Contract in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 52. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age or any other factor that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 53. PROOF OF SURVIVAL. CREF may require satisfactory proof that anyone named to receive benefits under the terms of the Contract is alive on the date any benefit payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit-Annuity Option CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 54. COMPLIANCE WITH LAWS AND REGULATIONS. CREF will administer the Contract and this Certificate to comply with all laws and regulations pertaining to the terms and conditions of the Contract and this Certificate. If the Contract and/or this Certificate conflict as of the Date of Issue with any applicable state law or regulation, such law or regulation will prevail. The choice of Income Option, Annuity Starting Date, Beneficiary or Second Participant, Method of Payment of the Death Benefit, and the availability of Lump-sum Benefits and Transfers as set forth in the Certificate are subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of ERISA and the IRC, and any rulings and regulations issued under ERISA and the IRC. 55. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form, Premium payment or request for benefits will be deemed to be received by us unless it is received at our home office in New York, NY. All Premiums and benefits are payable at our home office in New York, NY. Any questions about the Contract or this Certificate, or inquiries about our service should be directed to us at our home office address: CREF 730 Third Avenue New York, NY 10017. EX-6.(D)(I) 17 GROUP RETIREMENT ANNUITY CONTRACT ELECTION TO PARTICIPATE IN THE TIAA AND CREF GROUP RETIREMENT TRUSTS ___________________________, pursuant to its Retirement Plan as amended or adopted by its Board of Trustees on_______, a copy of which plan will be forwarded when approved, does hereby elect to participate in the TIAA and CREF Group Retirement Trusts and, further, does agree to the following: Contributions for the Retirement Plan, commencing on _________________, will be remitted by us to TIAA and CREF, which shall apply them as premiums to Group Retirement Annuities issued by TIAA and CREF to the Trusts. We will remit only Retirement Plan premium contributions for application to the Group Retirement Annuities. Benefits will be provided by the Group Retirement Annuities to participating employees and their beneficiaries. This election is made in accordance with the terms of the TIAA and CREF Group Retirement Trust agreements and is subject to their provisions. Our Retirement Plan qualifies under Section 403(a), 401(a), or 403(b) of the Internal Revenue Code. Our Retirement Plan provides that the Lump Sum Benefit available to a terminating employee is ___% of the Accumulation attributable to all contributions made on the employee's behalf. Dated: ------- ----------------------------------- (Name of Institution) By: ------------------------------- (Name) ------------------------------- (Title) TIAA-CREF hereby consents to the participation of ____________________ in the TIAA and CREF Group Retirement Trusts, this _____________day of ________, 19__. - ------------------------- (Name) - ------------------------- (Title) CREF GROUP RETIREMENT TRUST AGREEMENT, by and between College Retirement Equities Fund (hereinafter referred to as "CREF") and United States Trust Company of New York (hereinafter the "Trustee") establishing the CREF Group Retirement Trust. This agreement is effective as of the date of execution herein. (Section)PURPOSE. The purpose of the Trust is to aid and strengthen nonproprietary and nonprofit-making colleges, universities and other institutions engaged primarily in education or research by providing retirement annuities suited to the needs of such institutions and of the teachers and other persons employed by them for the benefit of, and on terms as advantageous to, such institutions and their employees as shall be practicable, without profit to CREF or its stockholders. (Section)2. DEFINITIONS. a) "Eligible Institution." An institution is eligible to participate in this trust only if it is eligible to participate in the TIAA-CREF system. Eligibility for TIAA-CREF is subject to the eligibility rules of TIAA-CREF then in effect. Generally, these rules require that an institution be: 1.) organized or incorporated in the United States, 2.) nonproprietary and nonprofit-making, whether publicly or privately supported, 3.) if privately supported, has received a ruling from the Internal Revenue Service that it is exempt from federal income taxes as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954 or any predecessor of this section under prior law [an institution will be provisionally eligible if it has pending a valid application for 501(c)(3) status] and 4.) either offers a regular course of instruction as its primary purpose or conducts research or serves or supports education or research as its primary purpose or is ancillary to an institution with such primary purposes. The foregoing shall include, but not be limited to, colleges, universities, independent schools, research organizations, libraries, museums and educational associations. It shall not, however, include an institution which is either a public school below the college level or a private foundation as defined in Section 509 of the Internal Revenue Code. b) "Employer." An Eligible Institution participating in this Trust in accordance with Section 4 of this trust agreement. c) "Participant." An employee of an Employer on whose behalf Contributions are remitted by such Employer under its Retirement Plan in accordance with Section 5 of this trust agreement. d) "Retirement Plan." A defined contribution retirement plan qualifying under Section 403(a) of the Internal Revenue Code or providing for the purchase of annuity contracts that qualify under Section 403(b) of such Code. The plan must require periodic contributions by an Employer and may require contributions by Participants through payroll withholding or, for a Section 403(b) plan, through a Salary Reduction Agreement. e) "Salary Reduction Agreement." An agreement between an Employer and a Participant whereby the Participant reduces his or her salary -2- or forgoes an increase in salary as described in S1.403(b)-l(b)(3) of the Federal Income Tax Regulations. f) "Contributor." A payment to be applied to the Contract as a premium remitted by an Employer under a Retirement Plan in accordance with (Section)5 of this trust agreement. (Section)3. THE CONTRACT. CREF will issue to the Trustee a Group Retirement Annuity contract (The "Contract") to provide annuity benefits for enrolled Participants. The provisions of the Contract and the certificates issued thereunder will govern the rights, responsibilities and obligations of CREF and participants. (Section)4. PARTICIPATION IN THE TRUST. To participate in this Trust an eligible institution must: a) obtain the written consent of CREF to do so; b) submit documents required by CREF for participation and c) remit Contributions as required by (Section)5 of this trust agreement. (Section)5. CONTRIBUTIONS. An Employer shall remit Retirement Plan Contributions to CREF, which shall apply such Contributions to the Contract as premiums. Such Contributions shall be remitted in the form and manner specified by CREF. (Section)6. PROTECTION AGAINST CLAIMS OF CREDITORS AND PROHIBITION OF ASSIGNMENT. The interest, rights and benefits of any person which may be derived from this Trust are exempt from claims of creditors and all legal process. Such interest, rights and benefits may not be assigned, pledged or transferred and any attempt to do so will be void and of no effect. -3- (Section)7. POWERS, RIGHTS AND DUTIES OF TRUSTEE. Subject to the provisions of (Section)8, the Trustee shall have the following powers and rights with respect to the Trust in addition to those vested in it elsewhere in this trust agreement or by law: a) To enter into a Group Retirement Annuity Contract and amendments thereof with CREF and to exercise any rights that exist for the Contract Holder thereof. b) To institute, maintain or defend any litigation appropriate or necessary in connection with the Trust, except that the Trustee shall not be obligated or required to do so unless it has been or shall be indemnified by CREF to its satisfaction against all expenses and liabilities sustained or anticipated by reason thereof. c) To pay any taxes or fees incurred or assessed with respect to the Trust, subject to the provisions of (Section)9. d) To delegate powers in connection with the administration of the Trust to CREF. e) To settle, compromise or abandon any claims or demands in favor of or against the Trust, but only with the prior written consent of CREF. f) To perform any and all other acts as may in its judgment be necessary or appropriate to fulfill its responsibilities under this trust agreement. g) To deal with CREF in accordance with the terms of the Contract issued to it and in such manner as the Trustee and CREF shall agree, without the consent of any other person or persons interested in the Trust. (Section)8. RESPONSIBILITY OF TRUSTEE. The Trustee shall have no responsibility for the validity or effect of the Contract issued to it by CREF, for the eligibility of any institution or Participant to participate -4- in the Trust, for the validity or acceptability of any Contributions or for the compliance of any Retirement Plan or Salary Reduction Agreement with any applicable provision of law. The Trustee shall have no responsibility for the administration of any Retirement Plan or Salary Reduction Agreement and its sole responsibility to Participants shall be to act as Contract Holder of the Contract. The Trustee shall not be liable for any Contributions. CREF shall be solely responsible for providing benefits to participants and their beneficiaries. The Trustee shall not be liable for any payment made to or benefit claimed by any Participant or for the acts or omissions of CREF with respect to the administration of the contract. The Trustee shall not be liable with respect to any act or acts which it may perform on the express written instructions of CREF, and CREF shall indemnify and save the Trustee harmless with respect to all claims that may arise as a result of its compliance with such instructions. (Section)9. COMPENSATION OF TRUSTEE AND REIMBURSEMENT OF EXPENSES. CREF shall pay the Trustee the compensation from time to time agreed upon by the Trustee and CREF, and shall reimburse the Trustee for all reasonable expenses (including taxes and fees) incurred in connection with the administration and operation of the Trust. (Section)10. PRESUMPTION OF PROPRIETY OF TRUSTEE'S ACTS. Any party dealing with the Trustee may conclusively presume that the Trustee is acting in accordance with the provisions of this Trust and shall not be obliged to take cognizance of such provisions or to inquire into the propriety of any act of the Trustee. (Section)11. SUCCESSOR TRUSTEES. The Trustee may resign on 60 days' advance written notice to CREF and CREF may remove the Trustee with or -5- without cause on 60 days' advance written notice to the Trustee. In any such event, CREF may appoint a successor Trustee and, upon such appointment and the acceptance thereof by the successor Trustee, the predecessor Trustee shall promptly assign the Contract to the successor Trustee, establishing it as the Contract Holder thereof, and furnish to the successor Trustee an account of its administration. The predecessor Trustee shall execute any documents and do any acts necessary to record the appointment of the successor Trustee. Each successor Trustee shall have all the powers, rights and duties conferred by this trust agreement as if originally named Trustee. No successor Trustee shall be liable for any act or failure to act of a predecessor Trustee. (Section)12. SUCCESSORS IN INTEREST OF TRUSTEE. This trust agreement shall be binding upon the successors and assigns of the Trustee. Any corporation which shall, by merger, consolidation, purchase or otherwise, succeed to substantially all of the trust business of a corporation acting as Trustee shall, upon such succession, and without appointment or other action by any person, be and become a successor Trustee hereunder. (Section)13. TRUST CREATED FOR EXCLUSIVE BENEFIT OF PARTICIPANTS. This Trust is intended to implement the Retirement Plans of Employers. No part of the Trust may be used for or diverted to purposes other than for the exclusive benefit of Participants covered by such plans and their beneficiaries. Benefits purchased under the Contract cannot be forfeited. (Section)14. PARTIES. No person other than CREF and the Trustee or their lawful successors shall be or be considered a party to this trust agreement. (Section)15. ENTIRE AGREEMENT. This trust agreement shall constitute the entire agreement between the parties, which shall not be deemed to be -6- varied, altered or amended nor shall any provision thereof be waived except by signed, written agreement of the parties. (Section)16. SITUS. This trust agreement is created and made in the State of New York and all questions pertaining to its validity, construction and administration shall be determined in accordance with the laws of said State. (Section)17. TERMINATION OF CONTRIBUTIONS. Termination of Contributions shall not cause benefits purchased under the Contract prior thereto to be forfeited. (Section)18. AMENDMENT OF THE TRUST. The trust agreement may be amended from time to time by a signed, written supplemental agreement between CREF and the Trustee. No amendment shall reduce benefits purchased prior thereto. (Section)19. TERMINATION OF THE TRUST. CREF may in its sole discretion voluntarily terminate this Trust in any manner and for any reason upon giving three months' prior written notice to Employers, Participants and the Trustee by mail directed to their addresses then appearing on CREF's records. The Trustee, if so directed by CREF, will assign the Trust corpus to CREF on the effective date of termination. Termination of the Trust shall not cause any benefits purchased under the Contract to be forfeited nor any part of the Trust to be used for or diverted to purposes other than for the exclusive benefit of Participants and their beneficiaries. IN WITNESS WHEREOF, CREF and the Trustee have caused this -7- Trust Agreement to be executed by their respective duly authorized officers on this ___ day of September, 1984 COLLEGE RETIREMENT EQUITIES FUND (Seal) By: RUSSELL E. BONE -------------------------- (Name) Executive Vice President ------------------------------ (Title) STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 28th day of August, 1984, before me personally came Russell E. Bone, to me known, who, being by me duly sworn, did depose and say that he resides at Colonia, New Jersey, and is Executive Vice President of College Retirement Equities Fund, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; and the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. MICHELLE WARREN MICHELLE WARREN NOTARY PUBLIC, State of New York ------------------------------- No. 60-2937525 Notary Public Qualified in Westchester County Certificate filed in New York County Commission Expires March 30, 1985 UNITED STATES TRUST COMPANY OF NEW YORK (Seal) By ---------------------------- (Name) ----------------------------- (Title) STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On the ___th day of August, 1984, before me personally -8- came ___________________, to me known, who, being by me duly sworn, did depose and say that he resides at No. __________________; that he is a Vice President of UNITED STATES TRUST COMPANY OF NEW YORK, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. Preston F. Flores ----------------------- Notary Public PRESTON F. FLORES Notary Public, State of New York (Sealed) No. 43-8392125 Qual. in Richmond County Commission Expires march 30, 1986 -9- AMENDMENT TO CREF GROUP RETIREMENT TRUST AGREEMENT, by and between College Retirement Equities Fund (hereinafter, "CREF") and United States Trust Company of New York (hereinafter, "The Trustee") amending the CREF Group Retirement Trust. This agreement is effective as of the date of execution herein. WHEREAS, CREF and The Trustee entered into a trust agreement, known as the CREF Group Retirement Trust, effective September 1, 1984, AND WHEREAS, said Trust provides that it may be amended from time to time, AND WHEREAS, CREF and The Trustee wish to amend said Trust, NOW THEREFORE, CREF and The Trustee agree that Sections 2(d) and (e) of said Trust are hereby amended to read as follows: d) "Retirement Plan." A defined contribution retirement plan qualifying under Sections 401(a), 401(k) or 403(a) of the Internal Revenue Code, or providing for the purchase of annuity contracts that qualify under Sec. 403(b) of such Code. Except for Sec. 401(k) plans, the plan must require periodic contributions by an Employer and may require contributions by Participants through payroll withholding or, Page 2 for a Sec. 403(b) plan, through a Salary Reduction Agreement. For Sec. 401(k) plans, a Participant may elect to make contributions through a Salary Reduction Agreement. e) "Salary Reduction Agreement." An agreement between an Employer and a Participant whereby the Participant reduces his or her salary or forgoes an increase in salary as provided for in the Federal income Tax Regulations governing Sec. 401(k) plans and Sec. 403(b) annuities. IN WITNESS WHEREOF, CREF and the Trustee have caused this Trust Agreement to be executed by their respective duly authorized officers on this ______________ day of March, 1985. By Russell E. Bone (Seal) ---------------------------- (Name) Executive Vice President ----------------------------- (Title) UNITED STATES TRUST COMPANY OF NEW YORK By ----------------------------- (Seal) (Name) ----------------------------- (Title) Page 3 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 18th day of March, 1985, before me personally came Russell E. Bone, to me known, who, being by me duly sworn, did depose and say that he resides at Skyline Ridge, Bridgetown, CT 06752, and is Executive Vice President of College Retirement Equities Fund Association, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; and the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. Michelle Warren -------------------------- Notary Public MICHELLE WARREN NOTARY PUBLIC, State of New York No. 60293762 (Notarial Seal) Qualified in Westchester County Certificate filed in New York County Commission Expires March 30, 1985 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) on the 21st day of March, 1985, before me personally came Jack _________________________, to me known, who, being by me duly sworn, did depose and say that he resides at 1918 Miller Place No. ______________ Merrick, N.Y. 11566; that he is a Vice President of United States Trust Company of New York, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. Judith M. Trepanowski -------------------------- Notary Public JUDITH M. TREPANOWSKI NOTARY PUBLIC, State of New York No. __________ (Notarial Seal) Qualified in Westchester County Certified in New York County Commission Expires March 30, 1986 AMENDMENT NO. 1 TO CREF GROUP RETIREMENT TRUST AGREEMENT, by and between College Retirement Equities Fund (hereinafter referred to as "CREF") and United States Trust Company of New York (hereinafter the "Trustee") amending the CREF Group Retirement Trust entered into between CREF and the Trustee on September 1, 1984. The following amendments are hereby made to Section 2, Definitions: Paragraph (a), "Eligible Institution" is amended by the addition of the phrase "or Canada" at the end of clause (1) of the third sentence. Paragraph (d), "Retirement Plan" is deleted and replaced by: (d) "Retirement Plan" A defined contribution retirement plan qualifying under sections 403(a) or 401(a) of the Internal Revenue Code or providing for the purchase of annuity contracts that qualify under section 403(b) of such Code or a registered pension plan within the meaning of Section 248(1) of the Canadian Income Tax Act. IN WITNESS WHEREOF, CREF and the Trustee have caused this Amendment to be executed by their respective duly authorized officer on this 1st day of May, 1989. COLLEGE RETIREMENT EQUITIES FUND By John J. McCormack ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 1st day of May, 1989, before me personally came John J. McCormack, to me known, who, being by me duly sworn, did depose and say that he resides at _________________________ and is Executive Vice President of College Retirement Equities Fund, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. Michelle Warren -------------------------- Notary Public MICHELLE WARREN NOTARY PUBLIC, State of New York No. 602937625 (Notarial Seal) Qualified in Westchester County Certificate filed in New York County Commission Expires March 30, 1985 UNITED STATES TRUST COMPANY OF NEW YORK By Joseph L. D'Addeuio ----------------------------- (Name) Vice President ----------------------------- (Title) STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On the 30th day of May, 1989, before me personally came Joseph L. D'Addeuio , to me known, who, being by me duly sworn, did depose and say that he resides at 68-47 Hollow St., Forest Hills, NY that he is a Vice President of UNITED STATES TRUST COMPANY OF NEW YORK, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. Judith M. Trepanowski -------------------------- Notary Public JUDITH M. TREPANOWSKI NOTARY PUBLIC, State of New York No. 9377693 Qualified in Westchester County Certified in New York County Commission Expires June 30, 1990 AMENDMENT NO. 2 TO CREF GROUP RETIREMENT TRUST AGREEMENT, by and between College Retirement Equities Fund (hereinafter referred to as "CREF") and Chase Manhattan Bank, N.A. successor to the United States Trust Company of New York, (hereinafter the "Trustee") amending the CREF Group Retirement Trust entered into between CREF and the Trustee on September 1, 1984. The following amendments are hereby made to Section 2, Definitions: Paragraph (a), "Eligible Institution" is amended by the deletion of the phrase "or Canada" at the end of clause (1) of the third sentence. Paragraph (d), "Retirement Plan" is amended by the deletion of the phrase "or a registered pension plan within the meaning of Section 248(a) of the Canadian Income Tax Act" at the end of the first sentence. IN WITNESS WHEREOF, CREF and the Trustee have caused this Amendment to be executed by their respective duly authorized officers on this 26th day of December, 1995. COLLEGE RETIREMENT EQUITIES FUND By C. H. Stamm ------------------------------------------- (Name) Executive Vice President & General Counsel ------------------------------------------ (Title) STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 26th day of December, 1995, before me personally came C. H. Stamm, to me known, who, being by me duly sworn, did depose and say that he resides at 12 Runkenhage Drive, Darien, CT, and is Executive V.P & General Counsel of College Retirement Equities Fund, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. JONAH J. APPLEBAUM Jonah J. Applebaum Notary Public, State of New York ----------------------------- No 02AP5040660 (Notary Public) My Commission Expires March 20, 1997 CHASE MANHATTAN BANK, N.A. By Otis A. Sinnott, Jr. ----------------------------- (Name) Vice President ----------------------------- (Title) STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On the 28th day of December, 1995, before me personally came Otis A. Sinnott, Jr., to me known, who, being by me duly sworn, did depose and say that he resides at N.Y, N.Y., and is Vice President of Chase Manhattan Bank, N.A., the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; and the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order. Lorraine M. Mazzie -------------------------- Notary Public LORRAINE M. MAZZIE Notary Public, State of New York No. 31-4768768 Qualified in New York County Commission Expires May 31, 1996 TEACHERS INSURANCE AND ANNUITY ASSOCIATION NEW YORK, N.Y. GROUP RETIREMENT ANNUITY CERTIFICATE CERTIFICATE DATE OF ISSUE DATE OF BIRTH ANNUITY STARTING DATE NUMBER MO. DAY YR. MO. DAY YR. MO. DAY YR. ----------- ------------- ------------- --------------------- ANNUITANT This certificate states the rights that you, the Annuitant, have under a Group Retirement Annuity Contract ("the Contract") issued by TEACHERS INSURANCE AND ANNUITY ASSOCIATION ("TIAA") to the United States Trust Company of New York ("the Contract Holder") under a trust agreement. This page refers briefly to some of the Contract's features described in your certificate. The next pages set forth in detail the rights and obligations of both TIAA and you under the Contract. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION All premiums on your behalf must be remitted under the terms of your Employer's Retirement Plan. Each premium paid to TIAA for your annuity buys a definite amount of lifetime income for you. If you die before starting to receive this income, the accumulated funds will provide a benefit for your beneficiary under one of the methods described in your certificate. The benefit amounts purchased by each premium are determined by the Rate Schedule in effect for the Contract at the time the premium is paid. Benefits over and above those guaranteed under the Contract may be bought by Additional Amounts, which may be credited to you under the Contract by TLAA from time to time. Once each year we will report to you on the current value of your Accumulation. When you are ready to start receiving your income, you choose the income option you want from among those described in your certificate. The Payments for a Fixed Period option is only available after Termination of Employment, and may be limited under the terms of your Employer's Retirement Plan. All options provide an income for you, and all but one also have some provision for another person to be named by you. You may also be permitted to choose a Lump-sum Benefit payment in accordance with your Employer's Retirement Plan, but only within 120 days after Termination of Employment with your Employer. THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES # PROVIDE FOR LOANS. /s/ JOHN H. BIGGS ------------------------- John H. Biggs Chairman and Chief Executive Officer - -------------------------------------------------------------------------------- G-1000.4 INDEX ON NEXT PAGE ED. 3-93 TIAA GRA YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE INDEX ================================================================================ INDEX OF PROVISIONS SECTION Accumulation Definition .......................................... 1 Additional Amounts Definition .......................................... 2 Annuity Starting Date Change of ........................................... 16 Definition .......................................... 3 Assignment Void and of no effect ............................... 33 Benefits Based on Incorrect Data ........................ 40 Cash Surrender Limited benefit ..................................... 35 Claims of Creditors Protection against .................................. 36 Commuted Value Definition .......................................... 9 Consideration ........................................... 13 Contract Consists of ......................................... 13 Correspondence with TIAA ................................ 42 Death Benefit ........................................... 21 Amount of Payments .................................. 27 Beneficiary ......................................... 22 Changing the Beneficiary ............................ 23 Definition .......................................... 6 Methods of Payment .................................. 25 Payments after death of Beneficiary ...................................... 26 Starting payments ................................... 24 Elections and Changes Procedure ........................................... 37 Employer Definition .......................................... 10 Income Benefit Amount of payments .................................. 20 Definition .......................................... 4 Options ............................................. 18 Payments during guaranteed period ................................... 19 Starting payments ................................... 17 Lapse or Forfeiture Protection against .................................. 15 Laws and Regulations Compliance with ..................................... 44 Loans No provision for .................................... 34 Lump-sum Benefit Availability ........................................ 28 Definition .......................................... 7 Payment of .......................................... 29 Payment to an Estate, Trustee, etc ...................... 38 Premiums ................................................ 14 Overpayment of ...................................... 43 Proof of Survival ....................................... 41 Rate Schedule ........................................... 46 Change of ........................................... 45 Definition .......................................... 8 Report of Accumulation .................................. 32 Request for Benefits .................................... 42 Retirement Plan ......................................... 12 Second Annuitant ........................................ 5 Service of Process upon TIAA ............................ 39 Spouse's Right to Benefits .............................. 30 Liability of TIAA ................................... 31 Termination of Employment ............................... 11 - -------------------------------------------------------------------------------- G-1000.4 TIAA GRA ED. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE ================================================================================ TEACHERS INSURANCE AND ANNIJllY ASSOCLAlION CERTIFICATE DATE OF DATE OF ANNUITY STARTING NUMBER Issue Birth Date ----------- ------- ------- ---------------- ANNUITANT GROUP RETIREMENT ANNUITY CONTRACT NO. - GRA-01 Social Security Number Employer National Academy Of Sciences The Contract under which this Certificate was issued was made and delivered in the State of New York. The validity and effect of all rights and duties under the Contract are governed by the laws there in force. - -------------------------------------------------------------------------------- G-1000.4 Page 3 TIAA GRA ENDORSEMENT TO YOUR TIAA GROUP RETIREMENT ANNUITY CONTRACT ================================================================================ TEACHERS INSURANCE AND ANNUITY ASSOCIATION (TIAA) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO TIAA GROUP RETIREMENT ANNUITY CERTIFICATES ISSUED ON FORM G1000.4 This endorsement is part of your agreement with TIAA. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement in conjunction with your certificate. The following is added to the ADDITIONAL AMOUNTS provision: Additional Amounts, if any, will be credited under a schedule of Additional Amount rates declared by TIAA. For an Accumulation in force as of the effective date of such a schedule, the Additional Amount rates will not be modified for a period of twelve-months following the schedule's effective date. For any premiums received, any Additional Amounts credited, and any Transfers from CREF credited during the twelve-month period described in the preceding sentence, TIAA may declare Additional Amounts at rates which are effective for less than twelve months, but which remain in effect through the end of such twelve-month period. Thereafter, any Additional Amount rates declared for such premiums, Additional Amounts, and Transfers from CREF will remain in effect for periods of twelve months or more. The ANNUITY STARTING DATE provision is modified by the following: The Annuity Starting Date is the date your Income Benefit or your Transfer Payout Annuity begins. You may not start your Income Benefit any earlier than the earliest date allowed under your Employer's Retirement Plan, nor any later than the April first following the calendar year in which you reach age 70*. At any time before you begin to receive your Income Benefit or your Transfer Payout Annuity, you may change your Annuity Starting Date to the first of any month after the change, as described in your certificate, as long as the new date satisifies the preceding conditions. A new option is added to the INCOME OPTIONS provision: MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the - -------------------------------------------------------------------------------- G-1000.4 Page E1 TIAA GRA ED. 7-94 ENDORSEMENT TO YOUR TIAA GROUP RETIREMENT ANNUITY CONTRACT ================================================================================ calendar year in which you reach age 704. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. The INTEREST PAYMENT AND RETIREMENT ANNUITY INCOME OPTION is replaced with the following: INTEREST PAYMENT AND RETIREMENT ANNUITY. A payment will be made to you each month until you die or convert to another Income Option. The amount of the payment will be equal to the interest that TIAA would otherwise credit to your Accumulation. You must convert to another Income Option no later than the April first following the calendar year in which you reach age 70 1/2. If you die before converting, a Death Benefit equal to your Accumulation plus any accrued interest since the last payment will be paid to the Beneficiary you name when - electing this option. This option is only available if you are at least age 55, but not older than age 69 1/2. The value of the Accumulation placed under this option must be at least $10,000. One new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision: MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining Accumulation will be paid in one sum to the payee named to receive it. A provision on TRANSFERS is added: TRANSFERS. You may choose to transfer your Accumulation to CREF under a Transfer Payout Annuity. Annuity payments will be made over a ten year period to your CREF Group Retirement Unit-Annuity certificate. The amount of each annuity payment will be determined as of the Annuity Starting Date by: A) the amount of your Accumulation; and B) the interest rate(s) in the Rate Schedule(s) under which premiums, any Additional Amounts, and any Transfers from CREF were credited. - -------------------------------------------------------------------------------- G-994 Page E2 TIAA GRA ED. 7-94 ENDORSEMENT TO YOUR TIAA GROUP RETIREMENT ANNUITY CONTRACT ================================================================================ Each payment to CREF is subject to the terms of your CREF certificate and CREF's Rules of the Fund. Your request for a Transfer Payout Annuity must be made by written notice to TIAA. If you die before all annuity payments have been made, any remaining payments will continue to the Beneficiary you name when electing this option. Alternatively, a death benefit equal to the commuted value of any remaining annuity payments may be elected. The following is added to the CHANGE OF RATE SCHEDULE provision: Any change in the interest rate credited before the Annuity Starting Date or your prior death is subject to the minimum rate specified in the applicable state nonforfeiture law, if any, or if none, the applicable National Association of Insurance Commissioners model nonforfeiture law. Any change in the charge for expenses or contingencies must comply with any applicable state nonforfeiture law. The RATE SCHEDULE provision is modified by the following: Transfers from CREF are credited to your certificate as of the day TIAA receives the funds, which is the day following the date the funds are transferred out of CREF. /s/ JOHN H. BIGGS ------------------------------- John H. Biggs CHAIRMAN and CHIEF EXECUTIVE OF OFFICER - -------------------------------------------------------------------------------- G-994 Page E3 TIAA GRA ED. 7-94 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTIONS 1-8 ================================================================================ PART A: TERMS USED IN THIS CERTIFICATE 1. The Accumulation is equal to: A) all premiums paid on your behalf; plus B) any Additional Amounts credited to you under the Contract before the Annuity Starting Date or your prior death; plus C) any transfers from CREF; less D) any charge for expenses and contingencies set forth in the Rate Schedule; less E) the amount of any Lump-sum Benefit paid, plus any Surrender Charge; plus F) interest credited under the terms of the Contract. Your Accumulation will provide the benefits described in this certificate. 2. ADDITIONAL AMOUNTS may be credited to you under the Contract by TIAA. Those credited before the Annuity Starting Date or your prior death buy benefits for you, above the benefits bought by premiums, based on the Rate Schedule in effect when the Additional Amount is credited. Any Additional Amounts credited after the Annuity Starting Date or your death will be paid in addition to the Income or Death Benefit then payable. TIAA does not guarantee that there will be Additional Amounts. 3. The ANNUITY STARTING DATE shown on Page 3 is the date your income is to begin. The date may be changed as explained in Sections 16 and 17. 4. The INCOME BENEFIT is the monthly amount payable to you under one of the options set forth in Part C. These payments will first be payable on the Annuity Starting Date. 5. The SECOND ANNUITANT is the person you name, when starting to receive your income under a Survivor Annuity Option, to receive a life income if he or she survives you. You may name your spouse, or any other person eligible under TIAA's practices then in effect, to be a Second Annuitant. 6. The DEATH BENEFIT is the current value of your Accumulation. It will be used to pay your beneficiary an income under one of the methods set forth in Part D if you die before the Annuity Starting Date. 7. A LUMP-SUM BENEFIT may be available to you before the Annuity Starting Date and within 120 days after Termination of Employment. The provisions concerning this benefit are detailed in Part E and may be limited under the terms of your Employer's Retirement Plan. . 8. The RATE SCHEDULE is the part of the Contract that sets forth the bases for computing the Accumulation, the Income and Death Benefits and Lump-sum Benefits. TIAA may change the Rate Schedule, after three months' notice to your Employer, for premiums - -------------------------------------------------------------------------------- G-994 Page 5 TIAA GRA ED. 3-93 paid, Additional Amounts credited, and transfers from CREF made after the change. No change of Rate Schedule will affect benefits bought by premiums paid, Additional Amounts credited, or transfers from CREF made prior to the change. 9. COMMUTED VALUE. The commuted (discounted) value is a one-sum payment made in lieu of a series of payments. It is less than the total of those payments, because future interest, included when computing the series of pay ments, will not be earned if payment is to be made in one sum. The commuted value of future payments is therefore the sum of those payments less the interest from the date of commutation to the date each payment would have been made. The same interest rate or rates used in computing the benefit payments will be used to determine the commuted value. 10. Your EMPLOYER is the organization named on Page 3. 11. TERMINATION OF EMPLOYMENT for the purpose of determining the availability of the Lump-sum Benefit and the Payments for a Fixed Period Option is a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations; or other events not in fact a termination of employment will not be considered a Termination of Employment. 12. A RETIREMENT PLAN is an employer's plan, qualifying under Section 401(a), 403(a), or 403(b) of the Internal Revenue Code of 1986 ("IRC"), as amended, for providing retirement benefits for employees. PART B: CONTRACT AND PREMIUMS 13. THE CONTRACT. The Contract is the entire contract between the parties, and its provisions alone will govern with respect to the rights and obligations of TIAA. The sole responsibility of the Contract Holder is to serve as a party to the Contract. Any Employer paying premiums under the Contract shall be deemed to accept its terms and those of the trust agreement under which it has been issued. The payment of premiums is the consideration for the Contract. The Contract may be amended by agreement of TIAA and the Contract Holder without the consent of any other person, provided that such change does not reduce any benefit purchased under the Contract up to that time. Any endorsement or amendment of this certificate, waiver of any of its provisions, or change in the Rate Schedule will be valid only if in writing and signed by an Executive Officer or Registrar of TIAA. 14. PREMIUMS. All premiums on your behalf must be remitted under the terms of your Employer's Retirement Plan. We have issued this certificate in consideration of - -------------------------------------------------------------------------------- G-994 Page 6 TIAA GRA ED. 3-93 premiums paid on your behalf. All premiums and benefits are payable at TIAA's home office in New York, NY. Premiums may be paid in any amount and at any frequency, in accordance with your Employer's Retirement Plan. TIAA will accept premiums on your behalf only if they are remitted before the Annuity Starting Date or your prior death. TIAA reserves the right to stop accepting premiums under the Contract at any time. 15. UNCONDITIONAL PROTECTION AGAINST LAPSE OR FORFEITURe. The benefits described in your certificate will not lapse after the first premium has been paid. If premiums cease, you continue to own all benefits bought by premiums paid, any Additional Amounts credited, and any transfers from CREF. PART C: YOUR INCOME BENEFIT 16. CHANGING YOUR ANNUITY STARTING DATE. Any time before you start to receive your Income Benefit, you may change the Annuity Starting Date to the first of any month after the date of the change, but not to a month later than April of the calendar year following the calendar year in which you attain age 70*. If prior to your sixty-fifth birthday you have not chosen an Annuity Starting Date, you will be deemed to have chosen the first of the month following that birthday. The portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to your certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of lRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; will not be available to provide Income Benefits until you: (1) attain age 59 1/2 (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; (4) become disabled within the meaning of IRC Section 72(m)(7); or (5) encounter financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, any earnings credited after December 31, 1988, and in addition, any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) other than elective deferrals under a salary reduction agreement, will not be available for distribution. - -------------------------------------------------------------------------------- G-1000.4 Page 7 TIAA GRA ED. 3-93 YOUR TIAA GROUP RETIREMENT ANNULTY CERTIFICATE SECTIONS 16-18 ================================================================================ Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to TIAA and not inconsistent with applicable law. 17. STARTING YOUR INCOME BENEFIT. Payment of your Income Benefit will begin as of the Annuity Starting Date you have chosen, if you are then living and: A) you have sent us this certificate; B) you have chosen, as provided in Section 37, one of the Income Options set forth in Section 18; C) if you choose an Income Option that pays a lifetime income, we have received due proof of your age and, if you choose a Survivor Annuity Option, the age of your Second Annuitant; D) if you choose the Payments for a Fixed Period Option, we have received written certification from your Employer of Termination of Employment and of your eligibility for this Income Option; and E) if your Accumulation is subject to the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, that are described in Part F, and you are married and have not chosen a Survivor Annuity Option, we have received a certified waiver of your spouse's right to a survivor annuity. If the requirements of this Section have not been completed by the Annuity Starting Date you have chosen, the Annuity Starting Date will be deferred to the first of the month after the requirements have been completed or to the April first of the calendar year following the calendar year in which you attain age 70*, whichever comes first. 18. INCOME OPTIONS are the ways in which you may have your Income Benefit paid to you. Any time before the Annuity Starting Date, you may choose the Option you want. You may change your choice any time before payments begin, but once they have begun no change can be made. The Payments for a Fixed Period Option is available only after Termination of Employment, and may be limited under the terms of your Employer's Retirement Plan. The value of your Accumulation will be the consideration for a TIAA individual pay-out annuity contract providing for the Income Option you choose. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA, then, only to the extent required by the IRC or ERISA, your rights to choose an Income Option are subject to the right of your spouse, if any, to benefits as explained in Part F. ================================================================================ G-1000.4 Page 8 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 18-19 ================================================================================ These are the Income Options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a Second Annuitant and some provide that payments will continue in any event during a guaranteed or fixed period as explained in Section 19: Single Life Annuity. A payment will be made to you each month as long as you live. All payments cease at your death. This Option provides nothing for anyone after your death. LIFE ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to you each month as long as you live. If you die before the end of the guaranteed = period you have chosen, the monthly payments will continue to the end of that I period. PAYMENTS FOR A FIXED PERIOD. A payment of principal and interest will be made to you each month for a fixed period of not less than five nor more than thirty years, as chosen. At the end of the period chosen, all the principal and interest credited will have been paid out. If you die before the end of the period chosen, the monthly payments will continue to the end of that period. Your right to receive Payments for a Fixed Period may be limited by the terms of your Employer's Retirement Plan. This Option is only available after Termination of Employment. INTEREST PAYMENT AND RETIREMENT ANNUITY. A payment of interest will be made to you each month until a conversion date. On the conversion date you will begin to receive benefits in accordance with an Income Option you choose from among those described in this section. The conversion date may be no earlier than one year from the date of the first payment, and no later than April 1 of the calendar year following the calendar year in which you attain age 70 1/2. If, as of the latter date, you have not elected another Income Option, you will receive income under the option specified in the Automatic Election Provision. If you die before the conversion date, your beneficiary will receive the value of the Accumulation as a death benefit under one of the Methods of Payment described in Part D. This Option is only available after you attain age 55, and before you attain age 69 1/2. SURVIVOR ANNUITY OPTIONS. Under each of these Options, a payment will be made to you each month as long as you live, and will be continued for life to the Second Annuitant you have named if he or she survives you. After payments begin, you cannot change your choice of Second Annuitant. The monthly amount paid to you or a surviving Second Annuitant depends on which of these Options you choose. FULL BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- or 20-Year Guaranteed PERIOD. At the death of either you or your Second Annuitant, the monthly benefits that continue to the survivor will be the full amount that would have been ================================================================================ G-1000.4 Page 9 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 18-19 ================================================================================ paid if both had lived. If you choose a guaranteed period and you and your Second Annuitant both die before the end of the period chosen, the Full Benefit monthly payments will continue to the end of that period; otherwise, all payments - will cease at the death of the last survivor of you and the Second Annuitant. Two-thirds Benefit to Survivor with or without a 10-, 15- or 20-Year Guaranteed Period. At the death of either you or your Second Annuitant, the monthly payments that continue to the survivor will be two-thirds of the amount that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Annuitant both die before the end of the period chosen, the Two-thirds Benefit monthly payments will continue to the end of that period; otherwise, all payments will cease at the death of the last survivor of you and the Second Annuitant. . HALF BENEFIT TO SECOND ANNUITANT WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. The full monthly income will continue as long as you live. If your Second Annuitant survives you, he or she will receive payments each month of one-half the amount you would have received if you had lived. If you choose a guaranteed period and you and your Second Annuitant both die before the end of the period chosen, the Half Benefit monthly payments will continue to the end of that period; otherwise, all payments will cease at the death of the last survivor of you and the Second Annuitant. AUTOMATIC ELECTION PROVISION. If on the Annuity Starting Date determined in accordance with Sections 16 and 17, you have not chosen an Income Option, you will be deemed to have chosen the 'Life Annuity with 10-Year Guaranteed Period Option if you are then not married, or the Half Benefit to Second Annuitant with 10-Year Guaranteed Period Option if you are then married. 19. PAYMENTS TO THE END OF A GUARANTEED OR FIXED PERIOD. At the time you choose an Income Option, you name the person or persons to receive these payments. You may later change the named persons and, if you choose a Survivor Annuity, after your death your surviving Second Annuitant may change the named persons unless you direct otherwise. Any monthly payments due after your death and, if you have chosen a Survivor Annuity Option, the death of your Second Annuitant, will continue to the surviving person or persons named to receive them for the remainder of the guaranteed or fixed period you have chosen. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is then living, the Commuted Value will be paid in one sum to your estate or, if you chose a Survivor Annuity Option, to the estate of the last survivor of you and your Second Annuitant. ================================================================================ G-1000.4 Page 10 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 19-22 ================================================================================ If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other surviving person or persons named to receive it. If no one so named is then living, the Commuted Value will be paid to the estate of the last person who was receiving these payments. 20. The AMOUNT OF YOUR MONTHLY INCOME BENEFIT will be determined as of the Annuity Starting Date by: A) the amount of your Accumulation at that time; B) the Rate Schedule or Schedules under which premiums, any Additional Amounts and any transfers from CREF have been credited; C) the Income Option you choose; D) if you choose an Income Option that pays a lifetime income, your age; and E) if you choose one of the Survivor Annuity Options, your Second Annuitant's age. If your Income Benefit would be less than $25 a month, TIAA will have the right to change to quarterly, semi-annual or annual payments, whichever will result in payments of $25 or more and the shortest interval between payments. PART D: DEATH BENEFIT 21. PAYMENT OF THE DEATH BENEFIT. If you die before the Annuity Starting Date, TIAA will pay the Death Benefit to your beneficiary under one of the Methods of Payment set forth in Section 25. You may choose the Method during your lifetime as explained in Section 37. If you do not so choose, your beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your beneficiary may change the Method chosen by you, if you so provide. Any choice of Method or change of such choice must be made in writing as explained in Section 37. ' 22. NAMING YOUR BENEFICIARY. Beneficiaries are persons you name, in form satisfactory to TIAA, to receive the Death Benefit if you die before the Annuity Starting Date. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, the Death Benefit will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die before the Annuity Starting Date, having named your spouse as primary beneficiary and ^"children" as equal contingent beneficiaries, your spouse would receive the Death Benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the Death Benefit in equal shares. ================================================================================ G-1000.4 Page 11 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 22-25 ================================================================================ The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA; then, only to the extent required by the IRC or ERISA, your rights to name a beneficiary for the Death Benefit are subject to the right of your spouse, if any, to benefits as explained in Part F. If you name your estate as beneficiary, or if none of the beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die prior to the Annuity Starting Date never having named a beneficiary, your estate and your surviving spouse, if any, become the beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive a Death Benefit, payable under one of the Methods of Payment of the Death Benefit, which is the actuarial equivalent of one-half of the Accumulation, with the remainder of the Accumulation being paid to your estate in one sum. 23. CHANGING YOUR BENEFICIARY. At any time before the Annuity Starting Date you may change your beneficiary or add or delete beneficiaries, as explained in Section 37, subject to the rights, if any, of your spouse as described in Part F. 24. Starting Payment of the Death Benefit. Payment of the Death Benefit under one of the Methods set forth in Section 25 will start as of the first day of the month after we have received: A) this certificate; B) due proof of your death; C) the choice, as provided in Section 37, of a Method of Payment set forth in Section 25; and D) due proof of the beneficiary's age, if the Method chosen pays a lifetime income. 25. METHODS OF PAYMENT. The Death Benefit will be paid to your beneficiary under one of the Methods shown below. For all Methods except Single-sum, the Death Benefit will be the consideration for a TIAA individual pay-out contract providing for the Method of Payment chosen. The distribution of the Death Benefit under any Method of Payment must be made over the lifetime of your beneficiary or over a period not exceeding your beneficiary's life expectancy. The Death Benefit must be applied under a chosen Method of Payment within one year of the date of your death; otherwise payments will be made to your beneficiary beginning on the first day of the month in which the first anniversary ================================================================================ G-1000.4 Page 12 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 25-26 ================================================================================ of your date of death occurs, under the Payments for a Fixed Period Method for a period of five years with payments made annually. SINGLE-SUM. The Death Benefit will be paid to your beneficiary in one sum. Single Life Annuity. A payment will be made to your beneficiary each month for life. All payments will cease at his or her death. This Method provides nothing for anyone after the death of your beneficiary. LIFE ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to your beneficiary each month for life. If he or she dies before the end of the guaranteed period chosen, the monthly payments will continue to the end of that period as explained in Section 26. PAYMENTS FOR A FIXED PERIOD. A payment of principal and interest will be made to your beneficiary each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen, all the principal and interest credited will have been paid out. If your beneficiary dies before the end of the period chosen, the monthly payments will continue to the end of that period as explained in Section 26. INTEREST PAYMENTS. A payment of interest on the Death Benefit will be made to your beneficiary each month for a chosen period of not less than two nor more than thirty years. At the end of the period chosen, TIAA will pay the Death Benefit to your beneficiary. If your beneficiary dies while any part of the Death Benefit is held by TIAA, that amount will be payable as explained in Section 26. Instead of a chosen period, interest payments may be made for "the lifetime of the beneficiary," with payment of the Death Benefit made after the death of your beneficiary as explained in Section 26. The value of the Death Benefit placed under this Method must be at least $5,000. If any Method chosen, except Interest Payments, would result in payments of less than $25 a month, TIAA will have the right to require a change in choice that will result in payments of not less than $25 a month. 26. PAYMENTS AFTER THE DEATH OF A BENEFICIARY. Any monthly payments still due at the death of your beneficiary during a guaranteed or fixed period will be continued to the person or persons named by you or your beneficiary to receive them. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is living at the death of your beneficiary, the Commuted Value will be paid in one sum to your beneficiary's estate. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any ================================================================================ G-1000.4 Page 13 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 26-29 ================================================================================ other surviving person or persons named to receive it. If no one so named is then living, the Commuted Value will be paid to the estate of the last person who was receiving these payments. If your beneficiary dies while all or part of the Death Benefit is held by TIAA under the Interest Payments Method, that amount will be paid in one sum to the person or persons you or your beneficiary have named to receive it. If no such person survives your beneficiary, the Death Benefit will be paid in one sum to your beneficiary's estate. 27. The AMOUNT OF DEATH BENEFIT PAYMENTS will be determined by: A) the amount of your Accumulation as of the date of your death; B) the Rate Schedule or Schedules under which your premiums, any Additional ~ Amounts and any transfers from CREF were credited; C) the Method of Payment chosen for the Death Benefit; and D) if the Method chosen pays a lifetime income, the age of your beneficiary. PART E: LUMP-SUM BENEFITS 28. AVAILABILITY OF LUMP-SUM BENEFIT. Within 120 days after Termination of Employment and before the Annuity Starting Date, you may choose to receive a Lump-sum Benefit if provided for under your Employer's Retirement Plan. After the 120-day period expires, the election of a Lump-sum Benefit wi11 never again be available. The portion of the Accumulation available to you as a Lump-sum Benefit may be limited by your Employer's Retirement Plan. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA; then, only to the extent required by the IRC or ERISA, your rights to receive a Lump-sum Benefit are subject to the right of your spouse, if any, to benefits as explained in Part F. 29. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, we will pay the portion of the Accumulation available to you, or any part thereof not less than $1,000, less any surrender charge in accordance with the applicable Rate Schedule or Schedules. Payment will be made as of the day we receive: A) your request for a Lump-sum Benefit; B) written certification from your Employer of Termination of Employment and of your eligibility for a Lump-sum Benefit; C) all premium payments to be made for your benefit under your Employer's Retirement Plan; and D) if your Accumulation is subject to the ERISA requirements described in Part F, and you are married, your spouse's written consent to the payment of the Lump-sum Benefit. ================================================================================ G-1000.4 Page 14 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 29-30 ================================================================================ You may choose to defer the effective date of the Lump-sum Benefit until the first day of the month following the month in which we receive (A), (B), (C) and (D) above. In no event, however, will payment of the Lump-sum Benefit be made prior to the date of Termination of Employment. The Accumulation will be reduced by the amount of any Lump-sum Benefit paid, plus any Surrender Charge. When different Rate Schedules apply to different parts of the Accumulation, the reduction will be allocated among the parts. The reduction made to each part will be in proportion to that part's share of the available Accumulation. If the entire Accumulation is paid as a Lump-sum Benefit, all obligations of TIAA to you under the Contract are fulfilled. PART F: SPOUSE'S RIGHT TO BENEFITS 30. SPOUSE'S RIGHT TO BENEFITS. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA; then, only to the extent required by the IRC or ERISA, your rights to receive a Lump-sum Benefit, choose an Income Option, and name a beneficiary for the Death Benefit are subject to the right of your spouse, if any, to benefits as follows: SPOUSE'S SURVIVOR ANNUITY INCOME. If YOU ARE married on the Annuity Starting Date, your Income Benefit must be paid under a Survivor Annuity Option with your spouse as Second Annuitant unless we receive, in form satisfactory to TIAA, a waiver of your spouse's right to a Survivor Annuity Income with your spouse's written consent or verification that your spouse cannot be located! SPOUSE'S SURVIVOR DEATH BENEFIT. If you die before the Annuity Starting Date and you are then married, the payment of the Death Benefit to your named beneficiary is subject to your spouse's right to receive a Death Benefit of an annuity which is the actuarial equivalent of one-half of the portion of the Accumulation, if any, attributable to contributions made under a plan subject to ERISA. Your spouse's right to a Survivor Death Benefit may be waived, in form satisfactory to TIAA, with your spouse's written consent or verification that your spouse cannot be located. A waiver of the Survivor Death Benefit may not be made prior to the year in which you attain age 35, or, if earlier, your termination of employment with the institution then remitting premiums for this certificate. YOUR LUMP-SUM BENEFIT. If you are married on the date you request a Lump-sum Benefit, we must receive, in form satisfactory to TIAA, your spouse's written consent to the payment of the Lump-sum Benefit or verification that your spouse cannot be located. ================================================================================ G-1000.4 Page 15 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 30-37 ================================================================================ Verification of your marital status may be required, in form satisfactory to TIAA, for purposes of establishing your spouse's right to benefits or a waiver of these rights. You may revoke a waiver of your spouse's right to benefits at any time during your lifetime and before the Annuity Starting Date. Your spouse may not revoke a consent after the consent has been given. 31. LIABILITY OF TIAA. Any action taken by TIAA in good faith before receiving written notice of a waiver of rights included in this certificate, or of revocation of such waiver, will not subject TIAA to liability because our acts were contrary to what was stated in such waiver or revocation. PART G: GENERAL PROVISIONS 32. REPORT OF ACCUMULATION. Once each year until the Annuity Starting Date, we will mail you a report for the calendar year just ended. It will show the value of your Accumulation (Death Benefit) as of the end of the year. 33. No ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of the certificate or any benefits under the terms of the Contract. Any such action will be void and of no effect. 34. NO LOANS. The Contract does not provide for loans. 35. LIMITED CASH SURRENDER BENEFITS. The only provision for cash surrender under the Contract is the Lump-sum Benefit. There is no other cash surrender available under the terms of the Contract. 36. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under the Contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law. 37. PROCEDURE FOR ELECTIONS AND CHANGES. You, or your Second Annuitant or beneficiary having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to TIAA, sent to its home office in New York, NY: A) the Annuity Starting Date; B) an Income Option; C) a Lump-sum Benefit; D) a Method of Payment for the Death Benefit; or E) a beneficiary or any person named to receive payments remaining due. ================================================================================ G-1000.4 Page 16 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 37-42 ================================================================================ No such notice will take effect unless it is received by TIAA. When received, it will take effect as of the date it was signed, whether or not the, signer is living at the time we receive it. Any action taken by TIAA in good faith before receiving such notice will not subject TIAA to liability because our acts were contrary to what was stated in the notice. 38. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. TIAA reserves the right to pay in one sum, the Commuted Value of any benefits due an estate, corporation, partnership, trustee, or other entity not a natural person. TIAA will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 39. SERVICE OF PROCESS UPON TIAA. We will accept service of process in any action or suit against us on the Contract in any court of competent jurisdiction in the United States, Puerto Rico or Canada, provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 40. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age and if that data is incorrect, benefits will be recalculated on the basis of the correct data. Any amounts underpaid by TIAA on the basis of the incorrect data will be paid at the time the correction is made. Any amounts overpaid by TIAA on the basis of the incorrect data will be charged against the payments due after correction is made. Any amounts so paid or charged will include compound interest at the effective rate of 6% per year. 41. PROOF OF SURVIVAL. TIAA reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of the Contract is alive on the date any benefit payment is due. If this proof is not received after requested in writing, TIAA will have the right to make reduced payments or to withhold payments entirety until such proof is received. If under a Survivor Annuity Option, TIAA has overpaid benefits because of a death, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 42. CORRESPONDENCE and REQUESTS FOR BENEFITS. No notice, application, form, premium payment, or request for benefits will be deemed to be received by us unless it is received at our home office. All benefits are payable at our home office. Any questions about the Contract or this certificate or inquiries about our service should be directed to us at our address: TIAA 730 Third Avenue New York, NY 10017-3206. ================================================================================ G-1000.4 Page 17 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 43-45 ================================================================================ 43. OVERPAYMENTS OF PREMIUMS. Any payments of premiums made in error by the Employer in excess of those required by the Retirement Plan will be refunded to the Employer if requested in writing by the Employer prior to the Annuity Starting Date, subject however, to prior transfers or Lump-sum Benefits made from such funds. TIAA is entitled -to rely on information provided by the Employer. The Employer shall indemnify TIAA and hold TIAA harmless for any action taken in reliance on such - information. 44. COMPLIANCE WITH LAWS AND REGULATIONS. TIAA will administer the Contract and this certificate to comply with all laws and regulations pertaining to the terms and conditions of the Contract and this certificate. If the Contract and/or this certificate conflict with any applicable law or regulation, such law or regulation will prevail. The choice of Income Option, Method of Payment of a Death Benefit, Annuity Starting Date, Beneficiary or Second Annuitant and the availability of the Lump-sum Benefit as set forth in the certificate are subject to the applicable restrictions, distribution requirements and incidental benefit requirements of the Internal Revenue Code of 1986, as amended, and the rulings and regulations issued thereunder, and the Employee Retirement Income Security Act of 1974, as amended, and the rulings and regulations issued thereunder. 45. CHANGE OF RATE SCHEDULE. We may, at any time and from time to time, substitute a new Rate Schedule for the one in Section 46. A new Rate Schedule will apply only to benefits arising from premiums paid, any Additional Amounts credited and any transfers from CREF made while that Schedule is in effect. A change in the Rate Schedule will be made only after we have given your Employer three months' written notice of the change. If premiums have been paid for you during the twelve-month period before such notice we will also notify you three months in advance. Any such change will not affect the amount of benefits purchased prior to the change by premiums, Additional Amounts and transfers from CREF. Any new Rate Schedule will specify the charges for expenses and - contingencies, the interest rates and the mortality bases used for determining benefits, and any applicable Surrender Charge on lump-sum Benefits arising from premiums paid, Additional Amounts credited, and any transfers from CREF made while such Rate Schedule is in effect. ================================================================================ G-1000.4 Page 18 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 46 ================================================================================ 46. RATE SCHEDULE. The benefits bought by premiums paid while this Rate Schedule is in effect will be computed on this basis: (1) no deduction for expenses or contingencies; (2) interest at the effective annual rate of 3 % from the first day of the month in which the premium is paid to the Annuity Starting Date or your prior death, and at the effective annual rate of 2.5% thereafter; and (3) mortality according to the 1983 Table a (Merged Gender Mod A). THE BENEFITS BOUGHT BY ADDITIONAL AMOUNTS credited while this Rate Schedule is in effect will be computed on the same basis as for premiums. THE BENEFITS BOUGHT BY TRANSFERS from CREF made while this Rate Schedule is in effect will be computed on the same basis as for premiums except that interest will be credited from the day TIAA receives the funds transferred. When payments start to you, or to your beneficiary under an income method involving life contingencies, we will compute any benefits provided by the portion of the Accumulation resulting from premiums paid, Additional Amounts credited and transfers from CREF made while this Rate Schedule is in effect, on whichever of these bases produces the largest payments: (1) the applicable interest rate and mortality tables, as stated above; or (2) the interest rate and mortality table in use by TIAA for any individual single premium immediate annuities being offered when the payments start. A SURRENDER CHARGE OF 2.5 % will be deducted from any Lump-sum Benefit arising from premiums, any Additional Amounts and any transfers from CREF credited while this Rate Schedule is in effect. ================================================================================ G-1000.4 Page 19 TIAA GRA Ed. 3-93 YOUR TIAA GROUP RETIREMENT ANNUITY CERTIFICATE SECTION 46 ================================================================================ ================================================================================ Amount of Yearly Iife Annuity with 10-Year Guarantee Purchasable by a Single Premium of $100 One-twelfth of the snount shown is payable each month.
AGE AGE AGE ATTAINED ATTAINED ATTAINED WHEN ANNUITY BEGINNING AT WHEN ANNUITY BEGINNING AT WHEN ANNUITY BEGINNING AT PREMIUM PREMIUM PREMIUM IS DUE AGE 60 AGE 65 AGE 70 IS DUE AGE 60 AGE 65 AGE 70 IS DUE AGE 60 AGE 65 AGE 70 - ---------------------------------------------------------------------------------------------------------- 20 $15.01 $19.17 $24.87 37 $9.08 $11.60 $15.05 54 $5.49 $7.01 $9.10 21 14.58 18.61 24.15 38 8.82 11.26 14.61 55 5.33 6.81 8.84 22 14.15 18.07 23.44 39 8.56 10.93 14.18 56 5.18 6.61 8.58 23 13.74 17.54 22.76 40 8.31 10.61 13.77 57 5.03 6.42 8.33 24 13.34 17.03 22.10 41 8.07 10.30 13.37 58 4.88 6.23 8.09 25 12 95 16.54 21.45 42 7.83 10.00 12.98 59 4.74 6.05 7.85 26 12.57 16.05 20.83 43 7.60 9.71 12.60 60 4.60 5.87 7.62 27 12.21 15.59 20.22 44 7.38 9.43 12.23 61 5.70 7.40 28 11.85 15.13 19.63 45 7.17 9.15 11.88 62 5.54 7.18 29 11.51 14.69 19.06 46 6.96 8.89 11.53 63 5.37 6.97 30 11.17 14.26 18.50 47 6.76 8.63 11.19 64 5.22 6.77 31 10.84 13.85 17.97 48 6.56 8.38 10.87 65 5.07 6.57 32 10.53 13.44 17.44 49 6.37 8.13 10.55 66 6.38 33 10.22 13.05 16.93 50 6.18 7.90 10.24 67 6.20 34 9.92 12.67 16.44 51 6.00 7.67 9.94 68 6.01 35 9.63 12.30 15.96 52 5.83 7.44 9.66 69 5.84 36 9.35 11.95 15.50 53 5.66 7.22 9.37 70 5.67 - ----------------------------------------------------------------------------------------------------------
The yearly payments shown above are those that result from a premium of $100 paid or credited when you have reached an age shown in the"Age Attained ' column, but have not passed that birthday by as much as one month. All ages used in computing benefits are calculated in completed years and months. Payments at ages other than those shown, and under other income methods, are computed on the basis stated in the Rate Schedule for benefits bought by premiums. For premiums other than $100, payments will be proportionate. ================================================================================ G-1000.4 Page 20 TIAA GRA Ed. 3-93 EX-6.(D)(II) 18 FORM OF ELECTION AGREEMENT ================================================================================ COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, NY 10017 GROUP RETIREMENT UNIT-ANNUITY CONTRACT GROUP RETIREMENT UNIT-ANNUITY CONTRACT NO.: CONTRACTHOLDER: DATE OF ISSUE: This contract ("the Contract") was made and delivered in the State of Oregon. The validity and effect of all rights and duties under this Contract are governed by the laws there in force. This contract is issued in consideration of the payment of Premiums by the Contractholder to College Retirement Equities Fund ("CREF"). CREF will issue to each Annuitant a certificate ("the Certificate") setting forth the benefits under the Contract to be derived from Premiums paid on behalf of such Annuitant. The Contract may be amended by agreement of CREF and the Contractholder without the consent of any other person, provided that such change does not reduce the then current Accumulation of any Annuitant, or any benefit purchased under the Contract up to that time. CREF may stop accepting Premiums under the Contract at any time. The provisions contained on the following pages (the Certificate) are part of the Contract. Chairman and Chief Executive Officer EX-6.(D)(III) 19 GROUP RETIREMENT UNIT-ANNUITY CONTRACT COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017 GROUP RETIREMENT UNIT-ANNUITY CONTRACT (for use in Oregon) GROUP RETIREMENT UNIT-ANNUITY CONTRACT NO.: [GRA-0010] CONTRACTHOLDER: [ABC UNIVERSITY] DATE OF ISSUE: [April 1, 1991] This contract ("the Contract") was made and delivered in the State of Oregon. The validity and effect of all rights and duties under this Contract are governed by the laws there in force. This contract is issued in consideration of the payment of Premiums by the Contractholder to the College Retirement Equities Fund ("CREF"). CREF will issue to each Annuitant a certificate ("the Certificate") setting forth the benefits under the Contract to be derived from Premiums paid on behalf of such Annuitant. The Contract may be amended by agreement of CREF and the Contractholder without the consent of any other person, provided that such change does not reduce the then current Accumulation of any Annuitant, or any benefit purchased under the Contract up to that time. CREF may stop accepting Premiums under the Contract at any time. The provisions contained on the following pages (the Certificate) are part of the Contract. EX-6.(D)(IV) 20 GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE (for use in Oregon) Annuity Certificate Date of Date of Starting Number Issue Birth Date +------------------------------------------------+ | 1-300000-0 06 1 90 12 20 49 01 1 15 | | | Participant| DOE, JOHN J | | | +------------------------------------------------+ This is to certify that you, the Participant, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF") under the provisions of a Group Retirement Unit-Annuity Contract ("the Contract") issued to the United States Trust Company of New York ("the Contract Holder") under a trust agreement. This page refers briefly to some of the Contract's features described in your certificate. The next pages set forth in detail the Rights and obligations of both CREF and you under the Contract. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION All premiums on your behalf must be remitted under the terms of your Employer's Retirement Plan. Each premium paid to CREF purchases a number of Accumulation Units representing your share in CREF. You may convert these into an income of Annuity Units. If you die before starting to receive this income, the Accumulation Units will provide a benefit for your beneficiary under one of the methods described in your certificate. Once each year we will report to you on the current value of your Accumulation Units. When you are ready to start receiving your income, you choose the income option you want from among those described in your certificate. The Unit Annuity for a Fixed Period option is only available after Termination of Employment, and may be limited under the terms of your Employer's Retirement Plan. All options provide an income for you, and all but one also have some provision for another person to be named by you. You, or your beneficiary at your death, may have CREF pay the value of some or all of your Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed-dollar contract or certificate, as explained in your certificate. You may also be permitted to choose a Lump-sum Benefit payment after Termination of Employment in accordance with your Employer's Retirement Plan. You may also have CREF pay the value of some or all of your Accumulation Units to other Funding Vehicles offered under your Employer's Retirement Plan. THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED-DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Accounts......................................................1 Accumulation Definition..........................................3 Accumulation Units...........................................2 Annuity Starting Date Change of..........................................22 Definition..........................................4 Annuity Unit Definition..........................................5 Assignment Void and of no effect..............................40 Benefits Based on Incorrect Data............................47 Business Day................................................12 Cash Surrender Limited benefit....................................42 Claims of Creditors Protection against.................................43 Consideration...............................................19 Contract Consists of........................................19 Correspondence with CREF....................................50 Death Benefit...............................................27 Beneficiary........................................28 Changing the Beneficiary...........................29 Definition..........................................8 Methods of Payment.................................31 Number of Annuity Units............................33 Payments after death of Beneficiary................32 Starting payment...................................30 Elections and Changes Procedure..........................................44 Employer Definition.........................................15 Funding Vehicle.............................................18 Lapse Protection against.................................21 Laws and Regulations Compliance with....................................52 Loans No provision for...................................41 Lump-sum Benefit Availability.......................................35 Definition.........................................10 Payment of.........................................36 Non-Forfeiture of benefits..................................49 Payment to an Estate, Trustee, etc..........................45 Premiums....................................................20 Refund of Overpayments.............................51 Present Value Definition.........................................14 Proof of Survival...........................................48 Report of Accumulation......................................39 Request for Benefits........................................50 Retirement Plan.............................................17 Rules for Determining Benefits Definition.........................................13 Second Participant...........................................7 Service of Process upon CREF................................46 Spouse's Right to Benefits..................................37 Liability of CREF..................................38 Termination of Employment...................................16 Transfers...................................................34 Definition..........................................9 Unit Annuity Definition..........................................6 Unit Annuity Income Number of Annuity Units............................26 Options 24 Payments during guaranteed periods.................25 Starting payments..................................23 Valuation Day...............................................11 PART A: TERMS USED IN THIS CERTIFICATE 1. ACCOUNTS. CREF maintains the following four investment Accounts, each with its own distinct investment portfolio: The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of short-term debt securities. The CREF BOND MARKET ACCOUNT maintains a portfolio consisting primarily of investment grade bonds. The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. CREF reserves the right to delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. As of the date of such deletion, CREF will transfer your Accumulation, if any, in such Account, to the CREF Money Market Account unless you notify CREF otherwise. 2. ACCUMULATION UNITS. Each premium paid on your behalf will purchase a number of Accumulation Units determined in accordance with the Rules of the Fund. The premiums will be allocated among CREF's accounts in accordance with your most recent instructions received by CREF, as detailed in Section 20. The current value of each Account's Accumulation Unit is based on the market value of that Account's investments and will be determined in accordance with the Rules of the Fund. 3. Your ACCUMULATION is the value of all of your Accumulation Units. It will provide the benefits described in this certificate. 4. The ANNUITY STARTING DATE shown on Page 3 is the date your income is to begin. The Date may be changed as explained in Sections 22 and 23. 5. An ANNUITY UNIT is the unit of payment for all periodic benefits. The CREF Stock and CREF Money Market Accounts each maintain separate Annuity Units and values. The current value of an Annuity Unit will change from time to time to reflect changes in that Account's investment, mortality and expense experience. The dollar value of any payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the CREF Stock Account and from the CREF Money Market Account. 6. A UNIT ANNUITY is a series of payments of the then current value of a fixed number of Annuity Units. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund, using actuarial methods. The Options under which you may receive your Unit Annuity Income are described in Part C. 7. The SECOND PARTICIPANT is the person you name, when starting to receive your income under a Survivor Unit Annuity Option, to receive a lifetime income if he or she survives you. You may name your spouse, or any other person eligible under CREF's practices then in effect, to be a Second Participant. 8. The DEATH BENEFIT is the value of your Accumulation. It will be used to pay your beneficiary an income under one of the methods set forth in Part D if you die before the Annuity Starting Date. 9. A TRANSFER is the use of the value of some or all of your Accumulation Units to purchase fixed dollar benefits under a TIAA annuity contract, to purchase Accumulation Units in another CREF Account, or to purchase benefits through a Funding Vehicle not offered by CREF or TIAA. The conditions applying to Transfers are set forth in Part E. 10. A LUMP-SUM BENEFIT may be available to you before the Annuity Starting Date and after Termination of Employment. The provisions concerning this benefit are detailed in Part F and may be limited under the terms of your Employer's Retirement Plan. 11. A VALUATION DAY is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. 12. A BUSINESS DAY is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. 13. The RULES OF THE FUND govern all matters affecting the interest of anyone in CREF to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in CREF. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 14. The PRESENT VALUE is a one-sum payment made in lieu of a series of payments. The Present Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund. 15. Your EMPLOYER is the organization named on Page 3. 16. TERMINATION OF EMPLOYMENT for the purpose of determining the availability of the Lump-sum Benefit and the Unit Annuity for a Fixed Period Option is a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations; or other events not in fact a termination of employment will not be considered a Termination of Employment. 17. A RETIREMENT PLAN is an employer's plan, qualifying under Section 401(a), 403(a), or 403(b) of the Internal Revenue Code of 1986 ("IRC"), as amended, for providing retirement benefits for employees. 18. A FUNDING VEHICLE is an annuity or an investment account established to provide retirement benefits from monies remitted under a Retirement Plan. PART B: CONTRACT AND PREMIUMS 19. THE CONTRACT. The Contract is the entire contract between the parties and its provisions alone will govern with respect to the rights and obligations of CREF. The sole responsibility of the Contract Holder is to serve as a party to the Contract. Any Employer paying premiums under the Contract shall be deemed to accept its terms and those of the trust agreement under which it has been issued. The payment of premiums is the consideration for the Contract. The Contract may be amended by agreement of CREF and the Contract Holder without the consent of any other person, provided that such change does not reduce any benefit purchased under this certificate up to that time. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. 20. PREMIUMS. All premiums on your behalf must be remitted under the terms of your Employer's Retirement Plan. We have issued this certificate in consideration of premiums paid on your behalf. All premiums and benefits are payable at CREF's home office in New York, NY. Premiums may be paid in any amount and at any frequency, in accordance with your Employer's Retirement Plan. CREF will accept premiums on your behalf if they are remitted before the Annuity Starting Date or your prior death. CREF reserves the right to stop accepting premiums under the Contract at any time. You may allocate any whole number percentage of a premium to a CREF Account. CREF will credit your premiums among the Accounts according to the most recent instructions CREF has received from you. Your right to allocate such premiums to the Bond Market Account, to the Social Choice Account, and to any future CREF Account may be limited under the terms of your Employer's Retirement Plan. If no allocation instructions have been received, all premiums will be allocated to the Money Market Account. 21. UNCONDITIONAL PROTECTION AGAINST LAPSE OR FORFEITURE. The benefits described in your certificate will not lapse after the first premium has been paid. If premiums cease, you continue to own all benefits to be derived from the Accumulation Units already purchased. PART C: YOUR UNIT ANNUITY INCOME 22. CHANGING YOUR ANNUITY STARTING DATE. Any time before you start to receive your Unit Annuity Income, you may change the Annuity Starting Date to the first of any month after the date of the change, but not to a month later than April of the calendar year following the calendar year in which you attain age 70 1/2. If prior to your sixty-fifth birthday you have not chosen an Annuity Starting Date, you will be deemed to have chosen the first of the month following that birthday. The portion, if any, of your Accumulation equal to: (a) amounts attributable to funds transferred to your certificate from a custodial account established under IRC Section 403(b)(7); plus (b) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less (c) the value, if any, of the amounts described in (b) determined as of December 31, 1988; will not be available to provide Income Benefits until you: (1) attain age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; (4) become disabled within the meaning of IRC Section 72(m)(7); or (5) encounter financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, any earnings credited after December 31, 1988, and in addition, any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) other than elective deferrals under a salary reduction agreement, will not be available for distribution. Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to TIAA and not inconsistent with applicable law. 23. STARTING YOUR UNIT ANNUITY INCOME. Payment of your Unit Annuity Income will begin as of the Annuity Starting Date you have chosen, if you are then living and: A) you have sent us this certificate; B) you have chosen, as provided in Section 44, one of the Income Options set forth in Section 24. C) if you choose an Income Option that pays a lifetime income, we have received due proof of your age and, if you choose a Survivor Unit Annuity Option, the age of your Second Participant; D) if you choose a Unit Annuity for a Fixed Period, we have received written certification from your Employer of Termination of Employment and of your eligibility for this Income Option; and E) if your Accumulation is subject to the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, that are described in Part G, and you are married and have not chosen a Survivor Unit Annuity Option, we have received a certified waiver of your spouse's right to a survivor annuity. If the requirements of this Section have not been completed by the Annuity Starting Date you have chosen, the Annuity Starting Date will be deferred to the first of the month after the requirements have been completed or to the April first of the calendar year following the calendar year in which you attain age 70 1/2, whichever comes first. 24. INCOME OPTIONS are the ways in which you may have your Unit Annuity Income paid to you. Any time before the Annuity Starting Date, you may choose the Option you want. You may change your choice any time before payments begin, but once they have begun no change can be made. The Unit Annuity for a Fixed Period is available only after Termination of Employment, and may be limited under the terms of your Employer's Retirement Plan. Your Accumulation will be the consideration for a CREF individual pay-out unit-annuity certificate providing for the Income Option you choose. Each of the Income Options is available in either the Stock Account or the Money Market Account. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA, then, only to the extent required by the IRC or ERISA, your rights to choose an Income Option are subject to the right of your spouse, if any, to benefits as explained in Part G. These are the Income Options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a Second Participant and some provide that payments will continue in any event during a guaranteed or fixed period as explained in Section 25: SINGLE LIFE UNIT ANNUITY. A payment will be made to you each month as long as you live. All payments cease at your death.This Option provides nothing for anyone after your death. UNIT ANNUITY FOR A FIXED PERIOD. A payment will be made to you each month for a fixed period of not less than five nor more than thirty years, as chosen. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period. Your right to receive a Unit Annuity for a Fixed Period may be limited by the terms of your Employer's Retirement Plan. This Option is only available after Termination of Employment. LIFE UNIT ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to you each month as long as you live. If you die before the end of the guaranteed period you have chosen, monthly payments will continue to the end of that period. SURVIVOR UNIT ANNUITY OPTIONS. Under each of these Options, a payment will be made to you each month as long as you live, and payments will be continued for life to the Second Participant you have named if he or she survives you. After payments begin, you cannot change your choice of Second Participant. The number of Annuity Units paid to you or a surviving Second Participant each month depends on which of these Options you choose: FULL BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. At the death of either you or your Second Participant, the monthly payments that continue to the survivor will be the full number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the same number of Annuity Units will continue to be paid to the end of that period; otherwise, all payments will cease at the death of the last survivor of you and the Second Participant. TWO-THIRDS BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. At the death of either you or your Second Participant, the monthly payments that continue to the survivor will be two-thirds the number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the two-thirds number of Annuity Units will continue to be paid to the end of that period; otherwise, all payments will cease at the death of the last survivor of you and the Second Participant. HALF BENEFIT TO SECOND PARTICIPANT WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. The full monthly number of Annuity Units will not change as long as you live. If your Second Participant survives you, he or she will receive payments each month of one-half the number of Annuity Units you would have received if you had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the one-half number of Annuity Units will continue to be paid to the end of that period; otherwise, all payments will cease at the death of the last survivor of you and the Second Participant. AUTOMATIC ELECTION PROVISION. If on the Annuity Starting Date determined in accordance with Sections 22 and 23, you have not chosen an Income Option, you will be deemed to have chosen the "Life Unit Annuity with 10-Year Guaranteed Period" Option if you are then not married, or the "Half Benefit to Second Participant with 10-Year Guaranteed Period" Option if you are then married. 25. PAYMENTS TO THE END OF A GUARANTEED OR FIXED PERIOD. At the time you choose an Income Option, you name the person or persons to receive these payments. You may later change the named persons and, if you choose a Survivor Unit Annuity, after your death your surviving Second Participant may change the named persons unless you direct otherwise. Any monthly payments due after your death and, if you have chosen a Survivor Unit Annuity Option, the death of your Second Participant, will continue to the surviving person or persons named to receive them for the remainder of the guaranteed or fixed period you have chosen. The Present Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is then living, the Present Value will be paid in one sum to your estate or, if you chose a Survivor Unit Annuity Option, to the estate of the last survivor of you and your Second Participant. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Present Value of any payments still due that person will be paid to any other surviving person or persons named to receive it. If no one has been so named, the Present Value will be paid to the estate of the last person who was receiving these payments. 26. The NUMBER OF ANNUITY UNITS in each Account will be determined as of the Annuity Starting Date, in accordance with the Rules of the Fund, by: A) the value of your Accumulation Units in the Account at that time; B) the Income Option you choose; C) if you choose an Income Option that pays a lifetime income, your age; D) if you choose one of the Survivor Unit Annuity Options, your Second Participant's age; and E) the value of the Account's Annuity Unit at that time. If your initial Unit Annuity payment would be less than $25, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever would result in an initial payment of $25 or more and the shortest interval between payments. PART D: DEATH BENEFIT 27. THE DEATH BENEFIT. If you die before the Annuity Starting Date, CREF will pay the Death Benefit to your beneficiary under one of the Methods of Payment set forth in Section 31. You may choose the Method during your lifetime as explained in Section 44. If you do not so choose, your beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your beneficiary may also change the Method chosen by you, if you so provide. Any choice of Method or change of such choice must be made in writing as explained in Section 44. 28. NAMING YOUR BENEFICIARY. Beneficiaries are persons you name, in form satisfactory to CREF, to receive the Death Benefit if you die before the Annuity Starting Date. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, the Death Benefit will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die before the Annuity Starting Date, having named your spouse as primary beneficiary and "children" as equal contingent beneficiaries, your spouse would receive the Death Benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the Death Benefit in equal shares. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA; then, only to the extent required by the IRC or ERISA, your rights to name a beneficiary for the Death Benefit are subject to the right of your spouse, if any, to benefits as explained in Part G. If you name your estate as beneficiary, or if none of the beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die prior to the Annuity Starting Date never having named a beneficiary, your estate and your surviving spouse, if any, become the beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive a Death Benefit, payable under one of the Methods of Payment of the Death Benefit, which is the actuarial equivalent of one-half of the Accumulation with the remainder of the Accumulation being paid to your estate in one sum. 29. CHANGING YOUR BENEFICIARY. At any time before the Annuity Starting Date, you may change your beneficiary or add or delete beneficiaries as explained in Section 44, subject to the rights, if any, of your spouse as described in Part G. 30. PAYMENT OF THE DEATH BENEFIT. Payment of the Death Benefit under one of the Methods set forth in Section 31 will start as of the first day of the month after we have received: A) this certificate; B) due proof of your death; C) the choice, as provided in Section 44, of a Method of Payment set forth in Section 31; and D) due proof of the beneficiary's age, if the Method chosen pays a lifetime income. The amount to be paid under the Single-sum Method will be determined as of the end of the Business Day in which all the above requirements are met. 31. METHODS OF PAYMENT. The Death Benefit will be paid to your beneficiary under one of the Methods shown below. For all Methods except Single-sum and Transfer to a TIAA Pay-out Contract, the Death Benefit will be the consideration for a CREF individual pay-out certificate providing for the Method of Payment chosen. Each of the Methods of Payment, other than the Single-sum and the Transfer to a TIAA Pay-out Contract, is available in either the Stock Account or the Money Market Account. The distribution of the Death Benefit under any Method of Payment must be made over the lifetime of your beneficiary or over a period not exceeding your beneficiary's life expectancy. The Death Benefit must be applied under a chosen Method of Payment within one year of the date of your death; otherwise payments will be made to your beneficiary beginning on the first day of the month in which the first anniversary of your date of death occurs, under the Unit Annuity for a Fixed Period Method for a period of five years with payments made annually. SINGLE-SUM. The Death Benefit will be paid to your beneficiary in one sum. SINGLE LIFE UNIT ANNUITY. A payment will be made to your beneficiary each month for life. All payments will cease at his or her death. This Method provides nothing for anyone after the death of your beneficiary. LIFE UNIT ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to your beneficiary each month for life. If he or she dies before the end of the guaranteed period chosen, the monthly payments will continue to the end of that period as explained in Section 32. UNIT ANNUITY FOR A FIXED PERIOD. A payment will be made to your beneficiary each month for a fixed period of not less than two or more than thirty years, as chosen. At the end of the period chosen, the entire Death Benefit will have been paid out and no further payments will be made. If your beneficiary dies before the end of the period chosen, monthly payments will continue to the end of that period as explained in Section 32. UNIT DEPOSIT. CREF will hold your beneficiary's Accumulation Units on deposit for a chosen period of not less than two nor more than thirty years. No periodic payments will be made under this Method. At the end of the period chosen, CREF will make a one-sum payment to your beneficiary. This one-sum payment will be the then current value of all Accumulation Units held by CREF for your beneficiary. If your beneficiary dies while any part of the Death Benefit is held by CREF, that amount will be payable as explained in Section 32. Instead of a chosen period, the Accumulation Units may be held on deposit for "the lifetime of the beneficiary," with the one-sum payment made after the death of your beneficiary as explained in Section 32. The value of the Death Benefit placed under this Method must be at least $5,000. TRANSFER TO A TIAA PAY-OUT CONTRACT. CREF will pay to TIAA the Death Benefit for the purchase of a pay-out annuity on the life of the beneficiary, or a pay-out annuity for a fixed period of not less than two nor more than thirty years, or an Interest Payments contract for A) the lifetime of the beneficiary or B) a chosen period of not less than two nor more than thirty years. The premium and pay-out rates for the TIAA contract will be the rates applying to such transfers at that time; the contract will give the beneficiary the same rights as any person then being issued a similar TIAA contract. The value of a Death Benefit transferred under this Method must be at least $1,000; however, if an Interest Payments contract is chosen, the value of a Death Benefit transferred must be at least $5,000. If any Method chosen, except Unit Deposit, would result in an initial payment of less than $25, CREF will have the right to require a change in choice that will result in an initial payment of not less than $25 a month. 32. PAYMENTS AFTER THE DEATH OF A BENEFICIARY. Any monthly payments still due at the death of your beneficiary during a guaranteed or fixed period will be continued to the person or persons named by you or your beneficiary to receive them. The Present Value of these payments may be paid in one sum unless we are directed otherwise. If no one has been named to receive these payments, or if no one so named is living at the death of your beneficiary, the Present Value will be paid in one sum to your beneficiary's estate. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Present Value of any payments still due that person will be paid to any other surviving person or persons named to receive it. If no one has been so named, the Present Value will be paid to the estate of the last person who was receiving these payments. If your beneficiary dies while any Accumulation Units are held by CREF under the Unit Deposit Method, their then current value will be paid in one sum to the surviving person or persons named to receive it. If no such person survives your beneficiary, the then current value of all Accumulation Units held on deposit will be paid in one sum to your beneficiary's estate. 33. The NUMBER OF ANNUITY UNITS FOR A BENEFICIARY in an Account will be determined, in accordance with the Rules of the Fund, by: A) the value of your Accumulation Units in the Account as of the date of your death; B) the Method of Payment chosen for the Death Benefit; C) if the Method chosen pays a lifetime income, the age of your beneficiary; and D) the value of the Account's Annuity Unit. PART E: TRANSFERS 34. You may TRANSFER some or all of your Accumulation Units from a CREF Account (a) to purchase Accumulation Units in one of the other CREF Accounts, (b) to purchase a TIAA fixed-dollar annuity, or (c) to transfer to a Funding Vehicle not offered by CREF or TIAA, if provided for under your Employer's Retirement Plan. Your request for a Transfer must be made before the Annuity Starting Date and is subject to the following conditions: A) the Transfer will take effect and all values will be determined as of the end of the Business Day in which CREF receives your request for Transfer, or if you choose, the last day of the current month or of a specified future month; B) the request for a Transfer cannot be revoked after the effective date of such Transfer; C) if less than the full Accumulation in an Account is being Transferred, the amount Transferred must be at least $1,000; and D) for a Transfer to a TIAA fixed-dollar annuity you will have the same rights under the TIAA contract as any person then being issued a similar contract. The number of your Accumulation Units will be reduced by the number of units Transferred. CREF reserves the right to limit Transfers to not more than twice in any calendar year. Your right to Transfer to the Bond Market Account, to the Social Choice Account, to any future CREF Account and/or to a Funding Vehicle not offered by CREF or TIAA, may be limited under the terms of your Employer's Retirement Plan. PART F: LUMP-SUM BENEFITS 35. AVAILABILITY OF LUMP-SUM BENEFIT. After Termination of Employment, you may choose to receive a Lump-sum Benefit from some or all of a specified Account's Accumulation Units, if provided for under your Employer's Retirement Plan. The portion of the Accumulation available to you as a Lump-sum Benefit, as well as the timing and frequency of such payments, may be limited by your Employer's Retirement Plan. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA; then, only to the extent required by the IRC or ERISA, your rights to receive a Lump-sum Benefit are subject to the right of your spouse, if any, to benefits as explained in Part G. 36. PAYMENT OF THE LUMP-SUM BENEFIT. Your request for a Lump-sum Benefit must be made before the Annuity Starting Date, and is subject to the following conditions: A) all values will be determined as of the end of the Business Day in which CREF has received: (1) your request for a Lump-sum Benefit; (2) written certification from your Employer of Termination of Employment and of your eligibility for a Lump-sum Benefit; (3) all premiums to be paid to your certificate under your Retirement Plan; and (4) if your Accumulation is subject to the ERISA requirements described in Part G, and you are married, your spouse's written consent to the payment of the Lump-sum Benefit; or, if you choose, the last day of the then-current month or of a specified future month; B) the request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit; and C) if the Lump-sum Benefit is less than the full Accumulation in an Account, the Lump-sum Benefit must be at least $1,000. PART G: SPOUSE'S RIGHT TO BENEFITS 37. SPOUSE'S RIGHT TO BENEFITS. If all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA; then, only to the extent required by the IRC or ERISA, your rights to receive a Lump Sum Benefit, to choose an Income Option, and to name a beneficiary for the Death Benefit are subject to the right of your spouse, if any, to benefits as follows: SPOUSE'S SURVIVOR UNIT ANNUITY INCOME. If you are married on the Annuity Starting Date, your Income Benefit must be paid under a Survivor Unit Annuity Option with your spouse as Second Participant unless we receive, in form satisfactory to CREF, a waiver of your spouse's right to a Survivor Unit Annuity Income with your spouse's written consent or verification that your spouse cannot be located. SPOUSE'S SURVIVOR DEATH BENEFIT. If you die before the Annuity Starting Date and you are then married, the payment of the Death Benefit to your named beneficiary is subject to your spouse's right to receive a Death Benefit of a unit-annuity which is the actuarial equivalent of one-half of the portion of the Accumulation, if any, attributable to contributions made under a plan subject to ERISA. Your spouse's right to a Survivor Death Benefit may be waived, in form satisfactory to CREF, with your spouse's written consent or verification that your spouse cannot be located. A waiver of the Survivor Death Benefit may not be made prior to the year in which you attain age 35, or, if earlier, your termination of employment with the institution then remitting premiums for this certificate. YOUR LUMP-SUM BENEFIT. If you are married on the date you request a Lump-sum Benefit, we must receive, in form satisfactory to CREF, your spouse's written consent to the payment of the Lump-sum Benefit or verification that your spouse cannot be located. Verification of your marital status may be required, in form satisfactory to CREF, for purposes of establishing your spouse's right to benefits or a waiver of these rights. You may revoke a waiver of your spouse's right to benefits at any time during your lifetime and before the Annuity Starting Date. Your spouse may not revoke a consent after the consent has been given. 38. LIABILITY OF CREF. Any action taken by CREF in good faith before receiving written notice of a waiver of rights included in this certificate, or of revocation of such waiver, will not subject CREF to liability because our acts were contrary to what was stated in such waiver or revocation. PART H: GENERAL PROVISIONS 39. REPORT OF ACCUMULATION. Once each year until the Annuity Starting Date, we will mail you a report for the calendar year just ended. It will show the value of your Accumulation (Death Benefit) as of the end of the year. 40. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under the terms of the Contract. Any such action will be void and of no effect. 41. NO LOANS. The Contract does not provide for loans. 42. LIMITED CASH SURRENDER BENEFITS. The only provision for cash surrender under the Contract is the Lump-sum Benefit. There is no other cash surrender available under the terms of the Contract. 43. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under the Contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 44. PROCEDURE FOR ELECTIONS AND CHANGES. You, or your Second Participant or beneficiary having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the Annuity Starting Date; B) an Income Option; C) a Transfer; D) a Lump-sum Benefit; E) a Method of Payment for the Death Benefit; F) a beneficiary or any person named to receive payments remaining due; or G) the allocation of future premiums among the CREF Accounts. No such notice will take effect unless it is received by CREF. When received it will be considered operative as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability because our acts were contrary to what was stated in the notice. 45. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. CREF reserves the right to pay in one sum the Present Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 46. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on the Contract in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 47. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age and if that data is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 48. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of the Contract is alive on the date any benefit payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit Annuity Option, CREF has overpaid benefits because of a death, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 49. NON-FORFEITURE OF BENEFITS. Benefits payable under the Contract will not be less than the minimum required as of the Date of Issue by any statute of the State of New York. Any benefits purchased cannot be forfeited under the Contract. 50. CORRESPONDENCE AND REQUEST FOR BENEFITS. No notice, application, form, premium payment, or request for benefits will be deemed to be received by us unless it is received at our home office. All benefits are payable at our home office. Any questions about the Contract or this certificate or inquiries about our service should be directed to us at our address: CREF 730 Third Avenue New York, NY 10017. 51. OVERPAYMENTS OF PREMIUMS. Any payments of premiums made in error by the Employer in excess of those required by the Retirement Plan will be refunded to the Employer if requested in writing by the Employer prior to the Annuity Starting Date subject, however, to prior Transfers or Lump-sum Benefits made from such funds. CREF is entitled to rely on information provided by the Employer. The Employer shall indemnify CREF and hold CREF harmless for any action taken in reliance on such request. 52. COMPLIANCE WITH LAWS AND REGULATIONS. CREF will administer the Contract and this certificate to comply with all laws and regulations pertaining to the terms and conditions of the Contract and this certificate. If the Contract and/or this certificate conflict with any applicable law or regulation, such law or regulation will prevail. The choice of Income Option, Method of Payment of a Death Benefit, Lump-sum Benefit, Annuity Starting Date, Beneficiary or Second Participant as set forth in the certificate is subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of the Internal Revenue Code of 1986, as amended, and the rulings and regulations issued thereunder, and the Employee Retirement Income Security Act of 1974, as amended, and the rulings and regulations issued thereunder. EX-6.(E) 21 ROLLOVER INDIVIDUAL CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND NEW YORK, N.Y. ROLLOVER INDIVIDUAL RETIREMENT UNIT-ANNUITY CERTIFICATE Certificate Date of Issue Date of Birth Annuity Starting Date Number Mo. Day Yr. Mo. Day Yr. Mo. Day Yr. B-300000-0 03 01 1992 12 20 1952 01 01 2018 Participant DOE, JOHN J This is to certify that you, as the owner (Participant), of this certificate are entitled to share in the benefits of College Retirement Equities Fund ("CREF" or "Fund"). This page refers briefly to some of the features described in your certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION All premiums must be Rollover Amounts that meet the requirements of the Internal Revenue Code. Each premium paid to CREF purchases a number of Accumulation Units representing your share in CREF. You may convert these into an income of Annuity Units. When you are ready to start receiving your income, you choose the Income Option you want from among those described in your certificate. All options provide an income for you, and all but one also have some provision for another person, to be named by you. If you die before starting to receive annuity income, your Accumulation Units will provide a benefit for your Beneficiary under one of the methods described in your certificate. At least once each year we will report to you on any premiums paid and the current value of your Accumulation Units. You may choose to withdraw, as a Lump-sum Benefit, all or part of your Accumulation before starting to receive an income. You, or your Beneficiary at your death, may have CREF pay the value of some or all of your Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed-dollar contract, as explained in your certificate. 30 DAY RIGHT TO EXAMINE YOUR CERTIFICATE. You have 30 days from the day you receive this certificate to examine and to cancel it if you decide not to keep it. To cancel the certificate, simply send us your written request to cancel at the address below. As of the end of the Business Day in which we have received your request, CREF will refund to the remitter the accumulated value of all premiums paid. As of that date, the certificate will be void as of the date of issue and no benefits will be provided under it. If this certificate was issued as a result of a transfer from another contract or certificate issued by TIAA or CREF, the accumulated value of the premium will be reinstated in such contract or certificate as of the date of cancellation. THIS CERTIFICATE CANNOT BE ASSIGNED, NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED-DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Accounts - Definition....................................1 - Deletion.....................................49 Accumulation - Definition....................................3 Accumulation Units - Definition....................................2 - Number of.....................................4 Amendment, Right to Amend...................................56 Annuity Benefit - Annuity Unit..................................6 - Unit Annuity.................................18 Annuity Starting Date - Change of....................................23 - Definition....................................5 Assignment - Void and of no effect..........................45 Benefits - Based on Incorrect Data......................53 - Requests for.................................58 Business Day.................................................8 Certificate - Changes to....................................20 Claims of Creditors - Protection against....................47 Commuted Value - Definition................................. 9 Correspondence with us......................................58 Death Benefit - Beneficiary...................................7 - Changing the Beneficiary.....................30 - Definition...................................10 - Methods of Payment...........................31 - Naming Your Beneficiary......................29 - Number of Annuity Units......................33 - Payment of...................................28 - Payments after death of Beneficiary..........................32 Distribution, amount required to be distributed.............39 Distribution Periods, requirements - Distribution beginning after death...........41 - Distribution beginning before death................................40 - Limits on Distribution Periods...............38 - Required Beginning Date......................37 Distribution Requirements - Definitions.....................42 Elections and Changes - Procedure...........................50 Errors, premium received in error...........................57 Exclusive Benefit...........................................46 Income Benefit - Definition...................................11 - Number of Annuity Units......................27 - Options......................................25 - Guaranteed or fixed periods..................26 - Starting payments............................24 Lump-sum Benefit - Availability of..............................35 - Definition...................................14 - Payment of...................................36 IRA - Definition............................................12 IRC - Definition............................................13 Lapse or Forfeiture - Protection against....................22 Laws and Regulations - Compliance with......................55 Loans - Loans not available.................................45 Non-Forfeiture of Benefits..................................48 Ownership...................................................44 Payment to an Estate, Trustee, etc..........................51 Premiums....................................................21 Proof of Survival...........................................54 Report of Premiums and Accumulation.........................43 Rollover Amount - Definition of................................15 - - Premiums must be Rollover Amounts..............................21 Rules of the Fund - Definition..............................16 Second Participant..........................................17 Service of Process upon CREF................................52 Transfer....................................................34 Valuation Day - Definition..................................19 COLLEGE RETIREMENT EQUITIES FUND CERTIFICATE DATE OF DATE OF ANNUITY STARTING NUMBER ISSUE BIRTH DATE [B-300000-0 03 01 1992 12 20 1952 01 01 2018] PARTICIPANT [DOE, JOHN J] SOCIAL SECURITY NUMBER: [999-99-9999] [THIS CERTIFICATE WAS MADE AND DELIVERED IN THE STATE OF NEW YORK. THE VALIDITY AND EFFECT OF ALL RIGHTS AND DUTIES UNDER THIS CERTIFICATE ARE GOVERNED BY THE LAWS THERE IN FORCE.] PART A: TERMS USED IN THIS CERTIFICATE 1. ACCOUNTS. CREF maintains the following four investment Accounts, each with its own distinct investment portfolio: The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of short-term debt securities. The CREF BOND MARKET ACCOUNT maintains a portfolio consisting primarily of investment grade bonds. The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. 2. ACCUMULATION UNITS. Each CREF Account maintains a separate Accumulation Unit value. The current value of each Account's Accumulation Unit is based on the market value of that Account's investments, and will be determined in accordance with the Rules of the Fund. 3. Your ACCUMULATION is the sum of the value of all of your Accumulation Units in all of the Accounts under this certificate. It will provide the benefits described in this certificate. 4. NUMBER OF ACCUMULATION UNITS. Each premium paid under this certificate will purchase a number of Accumulation Units determined in accordance with the Rules of the Fund. The premiums will be allocated among the CREF Accounts under your certificate in accordance with your most recent instructions received by CREF, as detailed in Section 21. The number of your Accumulation Units in any Account under your certificate will be increased by: A) any premiums paid to that Account under your certificate; and B) any Transfers to that Account under your certificate from another CREF Account; And will be reduced by: C) the application of Accumulation Units from that Account to provide an Income Benefit; D) any Lump-sum Benefits paid from that Account; and E) any Transfers from that Account to TIAA or another CREF Account. 5. The ANNUITY STARTING DATE shown on Page 3 is the date your Income Benefit is scheduled to begin. The Date may be changed as explained in Sections 23 and 24. 6. An ANNUITY UNIT is the unit of payment for all Unit-Annuity benefits. The CREF Stock Account, the CREF Money Market Account, and the CREF Social Choice Account each maintain separate Annuity Units. The current value of an Annuity Unit will change from time to time to reflect changes in CREF's investment, mortality, and expense experience. The dollar value of any Unit-Annuity payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. 7. BENEFICIARIES are persons you name, in a form satisfactory to CREF, to receive the Death Benefit if you die before the Annuity Starting Date. 8. A BUSINESS DAY is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. 9. COMMUTED VALUE. The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments. The Commuted Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund, in which it is referred to as the Present Value. 10. The DEATH BENEFIT is the current value of your Accumulation. It will be paid to your Beneficiary under one of the Methods of Payment set forth in Part D if you die before the Annuity Starting Date. 11. The INCOME BENEFIT is the periodic amount payable to you under one of the options set forth in Part C. The first payment will be payable on the Annuity Starting Date. 12. An IRA is an Individual Retirement Annuity as described in IRC Section 408. 13. The IRC is the Internal Revenue Code of 1986, as amended. 14. A LUMP-SUM BENEFIT is a withdrawal in a single sum of all or part of your Accumulation. The provisions concerning Lump-sum Benefits are set forth in Part F. 15. A ROLLOVER AMOUNT is a rollover contribution as described in IRC Sections 402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), and 408(d)(3). It also includes a transfer from another IRA where the source of funds in such IRA is a rollover contribution. 16. The RULES OF THE FUND govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the Fund was furnished to you when this certificate was issued; you will be notified of all amendments to such Rules. 17. The SECOND PARTICIPANT is the person you name, when starting to receive your income under a Survivor Unit-Annuity Option, to receive a life income if he or she survives you. You may name your spouse, or any other person eligible under CREF's practices then in effect, to be a Second Participant. 18. A UNIT-ANNUITY is a series of payments of the then current value of a fixed number of Annuity Units. A Unit-Annuity may be paid only from the CREF Stock Account, the CREF Money Market Account, or the CREF Social Choice Account. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund using actuarial methods. A Unit-Annuity Benefit may be elected as described in Part C and D. 19. A VALUATION DAY is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. PART B: CERTIFICATE AND PREMIUMS 20. THE CERTIFICATE. We have issued this certificate in return for your completed application. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. All premiums and benefits are payable at CREF's home office in New York, NY. 21. PREMIUMS. All premiums must be Rollover Amounts. CREF may accept premiums at any time before the Annuity Starting Date or your prior death. Premiums will be credited to your certificate as of the end of the Business Day on which they are received by CREF at its home office in New York, NY. You may allocate any whole number percentage of a premium to a CREF Account. CREF will credit your premiums among the Accounts according to the most recent instructions CREF has received from you. If no allocation instructions have been received, all premiums will be allocated to the Money Market Account. 22. UNCONDITIONAL PROTECTION AGAINST LAPSE OR FORFEITURE. Your rights under the certificate will not lapse after the first premium has been paid. No additional premiums are required. You own all benefits to be derived from the Accumulation. PART C: YOUR INCOME BENEFIT 23. CHANGING YOUR ANNUITY STARTING DATE. You may change the Annuity Starting Date at any time before you start to receive your Income Benefit, by written notice to CREF as explained in Section 50. You may change the Annuity Starting Date to the first of any month after the change, but not to a month later than the April first of the calendar year following the calendar year in which you attain age 70 1/2, or to a date otherwise permitted by federal tax law. If you have not chosen an Annuity Starting Date prior to your sixty-fifth birthday, you will be deemed to have chosen the first of the month following that birthday. 24. STARTING YOUR INCOME BENEFIT. Payment of your Income Benefit will begin as of the Annuity Starting Date you have chosen, if you are then living and: A) you have chosen one of the Income Options set forth in Section 25; B) if you choose an Income Option that pays a lifetime income, we have received due proof of your age and, if you choose a Survivor Unit-Annuity Option, the age of your Second Participant; and C) if you choose the Minimum Distribution Annuity, we have received due proof of your age and the age of the oldest primary beneficiary you name under the Minimum Distribution Annuity, if any. If the requirements of this Section have not been completed by the Annuity Starting Date you have chosen, the Annuity Starting Date will be deferred to the first of the month after the requirements have been completed, or if earlier, to the April first of the calendar year following the calendar year in which you attain age 70 1/2. 25. INCOME OPTIONS are the ways in which you may have your Income Benefit paid to you. Any time before the Annuity Starting Date you may choose the Option you want. You may change your choice any time before payments begin, but once they have begun no change can be made. Any choice of Option or change of such choice must be made by written notice to CREF as explained in Section 50. The following are the Income Options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a Second Participant and some provide that payments will continue in any event during a guaranteed or fixed period as explained in Section 26. The periodic amount paid to you or a surviving Second Participant depends on which of these Options you choose: SINGLE LIFE UNIT-ANNUITY. A payment will be made to you each month as long as you live. All payments will cease at your death. This Option provides nothing for anyone after your death. LIFE UNIT-ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to you each month as long as you live. If you die before the end of the guaranteed period you have chosen, the monthly payments will continue to the end of that period. UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to you each month for a fixed period of not less than five nor more than thirty years, as chosen. At the end of the period chosen no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period. SURVIVOR UNIT-ANNUITY OPTIONS. Under each of the following Options a payment will be made to you each month as long as you live, and will be continued for life to the Second Participant you have named if he or she survives you. After payments begin, you cannot change your choice of Second Participant. FULL BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. At the death of either you or your Second Participant, the monthly payments that continue to the survivor will be based on the full number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the monthly payments will be based on the full number of Annuity Units that would have been paid if both had lived, and will continue to be paid to the end of that period. If you do not choose a guaranteed period, all payments will cease at the death of the last survivor of you and the Second Participant. TWO-THIRDS BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. At the death of either you or your Second Participant, the monthly payments that continue to the survivor will be based on two-thirds of the number of Annuity Units that would have been paid if both had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the monthly payments will be based on two-thirds of the number of Annuity Units that would have been paid if both had lived, and will continue to be paid to the end of that period. If you do not choose a guaranteed period all payments will cease at the death of the last survivor of you and the Second Participant. HALF BENEFIT TO SECOND PARTICIPANT WITH OR WITHOUT A 10-, 15- OR 20-YEAR GUARANTEED PERIOD. Monthly income equal to the full number of Annuity Units will continue as long as you live. If your Second Participant survives you, the monthly payments that continue will be based on one-half the number of Annuity Units that you would have received if you had lived. If you choose a guaranteed period and you and your Second Participant both die before the end of the period chosen, the monthly payments will be based on one-half of the number of Annuity Units that would have been paid if you had lived, and will continue to be paid to the end of that period. If you do not choose a guaranteed period all payments will cease at the death of the last survivor of you and the Second Participant. MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements of federal tax law. Annual payments reducing your Accumulation will be made to you each December 1 until your Accumulation is entirely paid out, or until your prior death. An initial payment may be made as of the April first of the year following the year in which you attain age 70 1/2, if required to meet the minimum distribution requirements. This option may not provide a lifetime income for you. If you die before the entire accumulation has been paid out, a death benefit will be paid to the beneficiary or beneficiaries you named when you chose this Option. The death benefit will be paid under one of the Methods of Payment of the death benefit set forth in the Minimum Distribution Annuity, subject to any limitations imposed by federal tax law. The amount of the death benefit will be the remaining accumulation. This option is only available when you must begin receiving income in order to comply with federal tax law. AUTOMATIC ELECTION PROVISION. If on the Annuity Starting Date determined in accordance with Sections 23 and 24, you have not chosen an Income Option, you will be deemed to have chosen the Minimum Distribution Annuity. 26. PAYMENTS TO THE END OF A GUARANTEED OR FIXED PERIOD. At the time you choose an Income Option, you name the person or persons to receive these payments, as explained in Section 50. You may later change the named persons and, if you choose a Survivor Unit-Annuity, your surviving Second Participant may change the named persons after your death unless you direct otherwise. At the death of the last survivor of you and your Second Participant before the end of a guaranteed period under one of the Survivor Unit-Annuity Options, or at your death before the end of a guaranteed or fixed period under one of the other Income Options, the monthly payments due for the remainder of the guaranteed or fixed period will continue to the surviving person or persons named to receive them. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no person has been named to receive these payments, or if no person so named is then living, the Commuted Value will be paid to your estate or, if you chose a Survivor Unit-Annuity Option, to the estate of the last survivor of you and your Second Participant. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other surviving person or persons named to receive it. If no person so named is then living, the Commuted Value will be paid to the estate of the last person who was receiving these payments. 27. The NUMBER OF ANNUITY UNITS in each Account under your certificate will be determined as of the Annuity Starting Date, in accordance with the Rules of the Fund, on the basis of: A) the value of your Accumulation Units in that Account under your certificate at that time; B) the Income Option you choose; C) if you choose an Income Option that pays a lifetime income, your age; D) if you choose a Survivor Unit-Annuity Option, your Second Participant's age; and E) the value of that Account's Annuity Unit at that time. If your initial Income Benefit would be less than $25 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in an initial payment of $25 or more and the shortest interval between payments. PART D: DEATH BENEFIT 28. PAYMENT OF THE DEATH BENEFIT. If you die before the Annuity Starting Date, CREF will pay the Death Benefit to your Beneficiary under one of the Methods of Payment set forth in Section 31. You may choose the Method during your lifetime by written notice to CREF, as explained in Section 50. If you do not so choose, your Beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your Beneficiary may change the Method chosen by you, if you so provide. Any choice of Method or change of such choice must be made by written notice to CREF, as explained in Section 50. Payment of the Death Benefit under one of the Methods set forth in Section 31 will start as of the first day of the month after we have received: A) due proof of your death; B) the choice of a Method of Payment set forth in Section 31; C) due proof of the Beneficiary's age if the Method of Payment chosen is the Minimum Distribution Annuity or the Method of Payment pays a lifetime income. 29. NAMING YOUR BENEFICIARY. Beneficiaries are persons you name, by written notice to CREF as explained in Section 50, to receive the Death Benefit if you die before the Annuity Starting Date. You may designate different classes of Beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, the Death Benefit will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die before the Annuity Starting Date, having named your spouse as primary Beneficiary and "children" as equal contingent Beneficiaries, your spouse would receive the Death Benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the Death Benefit in equal shares. The terms "children" or "my children" may be used to name a class of Beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as Beneficiaries the children of your spouse, child, brother or sister. If you name your estate as Beneficiary, or if none of the Beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die prior to the Annuity Starting Date never having named a Beneficiary, the Death Benefit will be paid to your estate in one sum. 30. CHANGING YOUR BENEFICIARY. At any time before the Annuity Starting Date you may change your Beneficiary or add or delete Beneficiaries, by written notice to CREF as explained in Section 50. 31. METHODS OF PAYMENT. The Death Benefit will be paid to your Beneficiary under one of the Methods shown below. As required by federal tax law, the distribution of the Death Benefit under any Method of Payment must be made over the lifetime of your Beneficiary or over a period not to exceed your Beneficiary's life expectancy. The Death Benefit, as permitted by federal tax law, must be applied under a chosen Method of Payment within one year of the date of your death; otherwise, beginning on the first day of the month in which the first anniversary of your date of death occurs, five annual payments will be made under the Unit-Annuity for a Fixed Period Method. However, if the Beneficiary is your spouse, the payment of the Death Benefit may be delayed until the December first of the year in which you would have attained age 70 1/2. SINGLE-SUM PAYMENT. The Death Benefit will be paid to your Beneficiary in one sum. SINGLE LIFE UNIT-ANNUITY. A payment will be made to your Beneficiary each month for life. All payments will cease at his or her death. This Method provides nothing for anyone after the death of your Beneficiary. LIFE UNIT-ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be made to your Beneficiary each month for life. If he or she dies before the end of the guaranteed period chosen, the monthly payments will continue to the end of that period as explained in Section 32. UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to your Beneficiary each month for a fixed period of not less than five nor more than thirty years, as chosen. At the end of the period chosen the entire Death Benefit will have been paid out and no further payments will be made. If your Beneficiary dies before the end of the period chosen, the monthly payments will continue to the end of that period as explained in Section 32. UNIT DEPOSIT. Subject to federal tax law, CREF will hold your Beneficiary's Accumulation Units on deposit for a chosen period of not less than two nor more than thirty years. No periodic payments will be made under this Method. At the end of the period chosen, CREF will make a one-sum payment to your Beneficiary. This one-sum payment will be the then-current value of all Accumulation Units held by CREF for your Beneficiary. If your Beneficiary dies while any part of the Death Benefit is held by CREF, that amount will be payable as explained in Section 32. The value of the Death Benefit placed under this Method must be at least $5,000. MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements of federal tax law. For each year that a distribution is required, annual payments reducing your Accumulation will be made on December 1 until your accumulation is entirely paid out, or until the prior death of your Beneficiary. This option may not provide a lifetime income for your Beneficiary. If your Beneficiary dies before the entire accumulation has been paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. TRANSFER TO A TIAA PAY-OUT CONTRACT. CREF will pay to TIAA the Death Benefit for the purchase of a pay-out annuity on the life of the Beneficiary, or a pay-out annuity for a fixed period of not less than five nor more than thirty years, or an Interest Payments contract for a chosen period of not less than two nor more than thirty years. The premium and pay-out rates for the TIAA contract will be the rates applying to such Transfers at that time; the contract will give the Beneficiary the same rights as any person then being issued a similar TIAA contract. The value of a Death Benefit transferred under this Method must be at least $5,000. If any Method chosen, except Unit Deposit, would result in an initial payment of less than $25 a month, CREF will have the right to require a change in choice that will result in an initial payment of not less than $25. 32. PAYMENTS AFTER THE DEATH OF A BENEFICIARY. Any monthly payments still due at the death of your Beneficiary during a guaranteed or fixed period will be continued to the person or persons named by you or your Beneficiary to receive them, by written notice to CREF as explained in Section 50. The Commuted Value of these payments may be paid in one sum unless we are directed otherwise. If no person has been named to receive these payments, or if no person so named is living at the death of your Beneficiary, the Commuted Value will be paid in one sum to your Beneficiary's estate. If a person receiving these payments dies before the end of the guaranteed or fixed period, the Commuted Value of any payments still due that person will be paid to any other person or persons named to receive it. If no person has been so named, the Commuted Value will be paid to the estate of the last person who was receiving these payments. If your Beneficiary dies while any Accumulation Units are held by CREF under the Unit Deposit Method or the Minimum Distribution Annuity, then their current value will be paid in one sum to the person or persons you or your Beneficiary have named to receive it. If no such person survives your Beneficiary, the then-current value of all Accumulation Units held on deposit will be paid in one sum to your Beneficiary's estate. 33. The NUMBER OF ANNUITY UNITS FOR A BENEFICIARY in each Account under your Beneficiary's certificate will be determined as of the date the Unit-Annuity begins, in accordance with the Rules of the Fund, on the basis of: A) the value of your Accumulation Units in that Account under your certificate at that time; B) the Method of Payment chosen for the Death Benefit; C) if the Method chosen pays a lifetime income, the age of your Beneficiary; D) the value of that Account's Annuity Unit at that time. PART E: TRANSFERS 34. You may TRANSFER some or all of your Accumulation Units from a CREF Account under your certificate to purchase Accumulation Units in one of the other CREF Accounts under your certificate or to a fixed-dollar TIAA annuity. All values will be determined as of the end of the Business Day in which CREF has received your request for a Transfer in a form acceptable to CREF. You may choose to defer the effective date of the Transfer until the last day of any month following the date on which we receive your request, and all values will be determined as of the end of such effective date. The request for a Transfer cannot be revoked after the effective date of such Transfer. If a new TIAA contract is issued when you Transfer to a TIAA annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract, except for the temporary right to cancel. If all of your Accumulation Units under your certificate are withdrawn as a Transfer, all obligations of CREF to you under this certificate are fulfilled. CREF may limit Transfers to not more than twice in any calendar year. The minimum amount you may Transfer from a CREF Account is $1,000, or if less, all Accumulation Units in an Account. PART F: LUMP-SUM BENEFITS 35. AVAILABILITY OF LUMP-SUM BENEFIT. Before the Annuity Starting Date, you may choose to withdraw, as a Lump-sum Benefit, all or part of a specified Account's Accumulation Units. Any choice of Lump-sum Benefit must be made by written notice to CREF as explained in Section 50. 36. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF, your request for a Lump-sum Benefit. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive your request, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under your certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this certificate are fulfilled. PART G: DISTRIBUTION REQUIREMENTS Notwithstanding any other provision to the contrary, all distributions (under this certificate) shall be determined and made in accordance with IRC 408(a)(6) and IRC 401(a)(9), including the incidental death benefit requirements of 401(a)(9)(G), and the proposed regulations thereunder, including the minimum distribution incidental benefits requirement of Section 1.401(a)(9)-2 of the proposed regulation, or any applicable successor provision to those regulations. The following are the minimum distribution requirements imposed by the IRC and the proposed regulations promulgated thereunder. 37. REQUIRED BEGINNING DATE. Your entire Accumulation must be distributed or begin to be distributed no later than April 1 of the calendar year following the calendar year in which you reach age 70 1/2. 38. LIMITS ON DISTRIBUTION PERIODS. Distributions, if not made in a single sum, may only be made over one of the following periods (or a combination thereof): (a) your life; (b) the life of you and a Designated Beneficiary; (c) a period certain not extending beyond your Life Expectancy; or (d) a period certain not extending beyond the Joint and Last Survivor Expectancy of you and a Designated Beneficiary. Distributions must be made no less frequently than annually. In addition, annuity distributions must be either nonincreasing or may increase only as provided in Q&A F-3 of Section 1.401(a)(9)-1 of the proposed regulation. 39. DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR. If your interest is to be distributed in other than a life annuity or a single sum, the following minimum distribution rules shall apply to the first calendar year for which distributions are required, and each year thereafter: (a) The amount to be distributed each year shall not be less than the quotient obtained by dividing your Accumulation as of the end of the prior calendar year by the lesser of: (1) the Applicable Life Expectancy, or (2) if your spouse is not the Designated Beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of the proposed regulations. Distributions after your death shall be distributed using the Applicable Life Expectancy as the relevant divisor without regard to Section 1.401(a)(9)-2 of the proposed regulations. (b) In no event shall the amount to be distributed exceed the Accumulation as of the date the distribution is made. 40. DISTRIBUTION BEGINNING BEFORE DEATH. If you die after distribution of your interest has begun, the remaining portion of such interest will continue to be distributed at least as rapidly as under the method of distribution being used prior to your death. 41. DISTRIBUTION BEGINNING AFTER DEATH. If you die before distribution of your interest begins, distribution of your entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of your death except to the extent that an election is made to receive distributions in accordance with (a), (b) or (c) below: (a) If any portion of your interest is payable to a Designated Beneficiary, distribution may be made over the life or over a period certain not greater than the Life Expectancy of the Designated Beneficiary commencing on or before December 31 of the calendar year immediately following the calendar year in which you die; (b) If the Designated Beneficiary is your surviving spouse, the date distributions are required to begin in accordance with (a) above shall not be earlier than the later of: (1) December 31 of the calendar year immediately following the calendar year in which you died, and (2) December 31 of the calendar year in which you would have attained age 70 1/2. (c) Alternatively, your surviving spouse may elect to treat the account as his/her own by making a rollover to or from such account or by failing to commence receiving distributions in accordance with Section 41 (b). If such an election is made, the distribution requirements of this Part G shall apply as if the spouse were the original owner of the IRA. 42. DEFINITIONS RELATING TO DISTRIBUTION REQUIREMENTS. a. LIFE EXPECTANCY AND JOINT AND LAST SURVIVOR EXPECTANCY. Life Expectancy and Joint and Last Survivor Expectancy are computed by use of the expected return multiples in Tables V and VI of Section 1.72-9 of the regulations, or any applicable successor provision to those regulations. b. APPLICABLE LIFE EXPECTANCY. (i) For purposes of Section 38, the Life Expectancy (or Joint and Last Survivor expectancy) calculated using your attained age (and that of the Designated Beneficiary) as of your (and the Designated Beneficiary's) birthday and (ii) for purposes of Section 41, the Life Expectancy calculated using your Designated Beneficiary's attained age as of your Designated Beneficiary's birthday, each in the applicable calendar year reduced by one for each calendar year which has elapsed since the date Life Expectancy was first calculated. If Life Expectancy is being recalculated, the Applicable Life Expectancy shall be the Life Expectancy as so recalculated. The applicable calendar year shall be the first distribution calendar year, and if Life Expectancy is being recalculated such succeeding calendar year. Unless otherwise elected by you (or your spouse, in the case of distributions described in Section 41 above) by the time distributions are required to begin, Life Expectancies shall be recalculated annually. Such election shall be irrevocable as to the participant (or spouse) and shall apply to all subsequent years. The Life Expectancy of a nonspouse beneficiary may not be recalculated. c. DESIGNATED BENEFICIARY. For purposes of this Part G, the Designated Beneficiary shall be the oldest primary Beneficiary, as determined in accordance with Section 1.401(a)(9)-1 of the proposed regulations. d. BEGINNING OF DISTRIBUTION. For purposes of Sections 40 and 41, distributions are considered to have begun if distributions are made on account of your reaching your required beginning date or if prior to your required beginning date distributions irrevocably commence to you over a period permitted and in an annuity form acceptable under Section 1.401(a)(9) of the proposed regulations. PART H: GENERAL PROVISIONS 43. REPORT OF PREMIUMS AND ACCUMULATION. At least once each year until the Annuity Starting Date, we will mail you a report for the calendar year just ended. It will show the amount of any premiums paid and the value of your Accumulation (Death Benefit). 44. OWNERSHIP. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 45. NO ASSIGNMENT, TRANSFER, OR LOANS. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits, nor transfer any of your duties, under the terms of this certificate. Any such action will be void and of no effect. This certificate does not provide for loans. 46. EXCLUSIVE BENEFIT. This certificate is established for the exclusive benefit of you or your Beneficiaries. 47. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 48. NON-FORFEITURE OF BENEFITS. Amounts payable under the certificate will not be less than the minimum required as of the Date of Issue by any statute of the State or other jurisdiction in which the certificate is issued. Your Accumulation and any benefits purchased cannot be forfeited under the certificate. 49. DELETION OF A CREF ACCOUNT. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account or in any future Account. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer your Accumulation Units, if any, in such Account to the CREF Money Market Account. If you have a Unit-Annuity in a CREF Account that is deleted or in a CREF Account in which CREF stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. 50. PROCEDURE FOR ELECTIONS AND CHANGES. An election or change may be made, in accordance with the terms of your certificate, by written notice satisfactory to CREF. No such notice will take effect unless it is received by CREF at its home office in New York, NY. Any notice of change in Beneficiary or other person named to receive payments will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any other notice will take effect as of the date it is received. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability even though our acts were contrary to what was stated in the notice. 51. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. CREF may pay in one sum the Commuted Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts of or any neglect by any executor, trustee, guardian, or other third party to whom payment is made. 52. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this contract in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 53. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age or any other factor that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 54. PROOF OF SURVIVAL. CREF may require satisfactory proof that anyone named to receive benefits under the terms of this certificate is alive on the date any benefit payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit-Annuity Option CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 55. COMPLIANCE WITH LAWS AND REGULATIONS. CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of the certificate. If the certificate conflicts as of the Date of Issue with any applicable law or regulation, such law or regulation will prevail. The choice of Income Option, Annuity Starting Date, Beneficiary or Second Participant, Method of Payment of the Death Benefit, and the availability of Lump-sum Benefits as set forth in this certificate are subject to the applicable restrictions and distribution requirements and incidental benefit requirements of the IRC, and any rulings and regulations issued under the IRC. 56. RIGHT TO AMEND. CREF reserves the right to change this certificate from time to time in order to comply with the IRC and the regulations relating to a prototype IRA. If you do not agree to such a change, this certificate may fail to be a qualified IRA under the prototype to which the Internal Revenue Service approval letter and serial number apply. When required by law, CREF will obtain the approval of any appropriate regulatory authority to such amendment. 57. PREMIUM RECEIVED IN ERROR, RELIANCE ON INFORMATION FROM YOU. CREF will refund the accumulated value of any premium received that is not a Rollover Amount. CREF is entitled to rely on information you provide regarding any premium you remit to this certificate. CREF shall be held harmless for any action taken in reliance on such information. 58. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form, premium payment or request for benefits will be deemed to be received by us unless it is received at our home office in New York, NY. All premiums and benefits are payable at our home office in New York, NY. Any questions about this certificate, or inquiries about our service should be directed to us at our home office address: CREF, 730 Third Avenue, New York, NY 10017-3206. EX-6.(F)(I) 22 LIFE UNIT-ANNUITY COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-842-2733 LIFE UNIT-ANNUITY CERTIFICATE DATE OF FIRST PAYMENT FREQUENCY OF NUMBER MO. DAY YR. PAYMENT IA00000-0 10 01 87 MONTHLY PARTICIPANT [DOE, JOHN] 1.256 $100.00 ----- ------- ANNUITY UNITS PAYABLE AMOUNT OF FIRST ANNUITY PAYMENT This is to certify that you, as the owner (Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations as between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate provides a lifetime income for you. Payments start as of the date shown above and end at your death. Payments are not provided for anyone after your death. You will be paid an income of a fixed number of annuity units. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. CHAIRMAN AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED------------------------------------ REGISTRAR THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH SURRENDER OR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Assignment -- Void and of no effect.................................... 9 Benefits Based on Incorrect Data...................................... 6 Cash Surrender -- No provision for..................................... 10 Certificate............................................................ 11 Claims of Creditors -- Protection against.............................. 13 Consideration.......................................................... 1 Correspondence with us.................................................. 15 Loans -- No provision for............................................... 10 Ownership.............................................................. 8 Payment to an Estate, Trustee, etc...................................... 14 Proof of Survival...................................................... 7 Requests for Benefits................................................... 15 Rules of the Fund...................................................... 3 Service of Process upon CREF........................................... 12 Unit Annuity Payments.................................................. 2 - Change of frequency.......................................... 4 - Termination of................................................ 5 COLLEGE RETIREMENT EQUITIES FUND DATE OF CERTIFICATE FIRST FREQUENCY DATE OF NUMBER PAYMENT OF PAYMENT BIRTH MO DA YR IA00000-0 10 01 87 MONTHLY PARTICIPANT JOHN DOE 09 23 22 1.269 STOCK ACCOUNT $63.07 ANNUITY UNITS AMOUNT OF PAYABLE FIRST ANNUITY PAYMENT DATE OF ISSUE MO DA YR 10 01 87 PROVISIONS 1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00] TO THIS CERTIFICATE. THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. This page is intentionally blank. 2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment if you are then alive. Payments will continue for the rest of your life. There are no payments provided for anyone after your death. The dollar amount of each payment will be the current value on the date of each payment of the number of Annuity Units stated on Page 3. The value of an Annuity Unit will change from time to time to reflect CREF's investment, mortality and expense experience and will be determined in accordance with the Rules of the Fund, using actuarial methods. The Date of First Payment, the Frequency of Payment and the number of Annuity Units payable are shown on Page 3. 3. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 4. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. You may request a change to equivalent payments made annually, semi-annually, quarterly or monthly. However, CREF may decline to make a change from one frequency to another of fewer payments per year. CREF will also have the right to decline any change that would result in an initial payment of less than $25. 5. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under this certificate will be the last payment due on or before the date of your death. The certificate will terminate at your death. 6. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to your age and if that data is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 7. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that you are alive on the date each payment is due. If this proof is not received by us after requested in writing, CREF has the right to withhold payments entirely until such proof is received. 8. OWNERSHIP. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 9. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 10. NO CASH SURRENDER OR LOANS. This certificate does not provide for cash surrender or loans. 11. THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any if its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF's home office in New York, NY. 12. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 13. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 14. PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 15. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. EX-6.(F)(II) 23 COLLEGE RETIREMENT EQUITIES FUND COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-442-2733 LIFE UNIT-ANNUITY WITH MINIMUM GUARANTEED PERIOD CERTIFICATE DATE OF FIRST PAYMENT FREQUENCY OF MINIMUM GUARANTEED NUMBER MO. DAY YR. PAYMENT PERIOD - ------------ --------------------- ------------ ------------------ IA00000-0 10 01 87 MONTHLY 10 YEARS PARTICIPANT [DOE, JOHN] ANNUITY UNITS PAYABLE AMOUNT OF FIRST ANNUITY PAYMENT This is to certify that you, as the owner (Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations as between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate provides a lifetime income for you starting as of the Date of First Payment. If you die before the end of the Minimum Guaranteed Period, payments will continue to the end of that period to the beneficiary; or the present value of these payments may be paid in one sum, unless other specified on Page 5. You, or your beneficiary, will be paid an income of a fixed number of annuity units. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. /s/ John H Biggs ------------------------ CHAIRMAN AND CHIEF EXECUTIVE OFFICER Countersigned ------------------------------------------------ Registrar THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. C1006.4 INDEX ON NEXT PAGE Ed. 1-93 LGP INDEX OF PROVISIONS Section Assignment -- Void and of no effect .................................. 12 Beneficiary .......................................................... 7 Benefits Based on Incorrect Data ..................................... 8 Certificate .......................................................... 14 Claims of Creditors -- Protection against ............................ 16 Consideration ........................................................ 16 Correspondence with us ............................................... 18 Loans -- No Provision for ............................................ 13 Ownership ............................................................ 11 Payment to an Estate, Trustee, ....................................... 17 Present Value ........................................................ 3 Procedure for Elections and Changes .................................. 10 Proof of Survival .................................................... 9 Requests for Benefits ................................................ 18 Rules of the Fund .................................................... 4 Service of Process upon CREF ......................................... 15 Unit Annuity Payments ................................................ 2 - Change of frequency ...................................... 5 - Termination of ........................................... 6 C1006.4 Page 2 LGP Ed. 1-93 COLLEGE RETIREMENT EQUITIES FUND DATE OF MINIMUM DATE OF CERTIFICATE FIRST FREQUENCY GUARANTEED BIRTH NUMBER PAYMENT OF PAYMENT PERIOD MO DA YR IA00000-0 10 01 87 MONTHLY 10 YEARS PARTICIPANT JOHN DOE 09 23 22 1.222 STOCK ACCOUNT $60.74 ANNUITY UNITS AMOUNT OF PAYABLE FIRST ANNUITY PAYMENT DATE OF' ISSUE MO DA YR 10 01 87 PROVISIONS 1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00] TO THIS CERTIFICATE. THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. C1006.4 PAGE 3 LGP This page is intentionally blank. BENEFICIARY DESIGNATION CLASS I BENEFICIARIES NAME RELATIONSHIP TO PARTICIPANT MARY DOE WIFE CLASS II BENEFICIARIES NAME RELATIONSHIP TO PARTICIPANT JANE DOE DAUGHTER C1006.4 PAGE 5 LGP 2. UNIT ANNUITY PAYMENTS. Your income begins as of the Date of First Payment if you are then alive. PAYMENTS WILL CONTINUE TO you for THE REST OF your life. If you die within THE Minimum Guaranteed Period which starts on the Date of Issue, payments will be continued to the beneficiary for the remainder of that Period. In lieu of such payments the Present Value of the payments due the beneficiary may be paid in one sum, unless otherwise specified on Page 5. The Date of First Payment, Minimum Guaranteed Period, Frequency of Payment, and the number of Annuity Units payable are shown on Page 3. If you outlive all beneficiaries, and die within the Minimum Guaranteed Period, we will pay to your estate the Present Value of any payments remaining due. If a beneficiary dies while entitled to receive payments, the Present Value of any payments remaining due him or her will be paid to any other surviving person or persons named to receive it. If no one so named is then living, the Present Value will be paid to the estate of such beneficiary. The dollar amount of each payment will be the current value on the date of each payment of the number of Annuity Units stated on Page 3. The value of an Annuity Unit will change from time to time to reflect CREF's investment, mortality and expense experience and will be determined in accordance with the Rules of the Fund, using actuarial methods. Payments are subject to any method of payment agreement or the provisions of any beneficiary designation in effect under this contract. 3. PRESENT VALUE. The Present (discounted) Value is a one-sum amount paid in lieu of a series of payments. The Present Value of future payments is computed in accordance with the Rules of the Fund. 4. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 5. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. You may request a change to equivalent payments made annually, semi-annually, quarterly or monthly. However, CREF may decline to make a change from one frequency to another of fewer payments per year. CREF will also have the right to decline any change that would result in an initial payment of less than $25. 6. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under this certificate will be the last payment due before your death, unless you die within the Minimum Guaranteed Period. In that case, the final payment will be the last payment due within that period. However, payments to a beneficiary will cease if the Present Value of the payments due him or her is paid in one sum. 7. YOUR BENEFICIARY. Beneficiaries are persons named, in form satisfactory to CREF, to receive any payments remaining due at your death. Different classes of beneficiaries, such as primary (first) and contingent (secondary), may be designated. These classes set the order of payment. If a class contains more than one person, any payments remaining due at your death will be paid to the then living persons in a class in equal shares, unless provided otherwise. For example, if you die during the Period of Annuity Payments with your spouse having been named C1006.4 Page 7 Ed. 10-87 LGP as primary beneficiary and "my children" as equal contingent beneficiaries, your spouse would receive any payments remaining due upon surviving you. But if your spouse did not survive you, then your surviving children would receive equal shares of any payments remaining due. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless otherwise specified, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. The beneficiary designation may be changed as explained below, unless otherwise specified on Page 5. 8. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age and if that data is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 9. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of your certificate is alive on the date any payment is due. If this proof is not received by us after requested in writing, CREF will have the right to withhold payments entirely until such proof is received. 10. PROCEDURE FOR ELECTIONS AND CHANGES. You or a beneficiary, when having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the method of payment to the beneficiary; B) the beneficiary; C) the frequency of payments; or D) the surrender of this certificate for its Present Value (only a beneficiary may have this right). No such notice will take effect unless it has been received by CREF. When received it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability that is due to our acts being contrary to what was stated in the notice. 11. OWNERSHIP. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 12. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 13. NO LOANS. This certificate does not provide for loans. 14. THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any if its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF's home office in New York, NY. C1006.4 Page 8 Ed. 10-87 LGP 15. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 16. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 17. PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF reserves the right to pay in one sum the Present Value of any benefits due an estate, corporation, partnership, trustee, or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. C1006.4 Page 9 Ed. 10-87 LGP EX-6.(F)(III) 24 LAST SURVIVOR LIFE UNIT-ANNUITY COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-842-2733 LAST SURVIVOR LIFE UNIT-ANNUITY CERTIFICATE DATE OF FIRST PAYMENT FREQUENCY OF NUMBER MO. DAY YR. PAYMENT IA00000-0 10 01 87 MONTHLY FIRST PARTICIPANT [DOE, JOHN] Second Participant [DOE, MARY] 1.138 0.569 $56.58 ANNUITY UNITS PAYABLE ANNUITY UNITS PAYABLE AMOUNT OF FIRST TO FIRST PARTICIPANT TO SECOND PARTICIPANT ANNUITY PAYMENT This is to certify that you, as the owner (First Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations as between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate will provide a lifetime income for you with payments to start as of the date shown above. It will also provide an income to the Second Participant as long as he or she survives you. No payments will be made after both Participants have died. You, or your Second Participant, will be paid an income of a fixed number of annuity units. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. CHAIRMaN AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED----------------------------------------- REGISTRAR THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH SURRENDER OR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Assignment -- Void and of no effect.................................. 9 Benefits Based on Incorrect Data.................................... 6 Cash Surrender -- No provision for................................... 10 Certificate.......................................................... 11 Claims of Creditors -- Protection against............................ 13 Consideration........................................................ 1 Correspondence with us................................................ 15 Loans -- No provision for............................................. 10 Ownership............................................................ 8 Payment to an Estate, Trustee, etc.................................... 14 Proof of Survival.................................................... 7 Requests for Benefits................................................. 15 Rules of the Fund.................................................... 3 Service of Process upon CREF......................................... 12 Unit Annuity Payments................................................ 2 - Change of frequency........................................ 4 - Termination of.............................................. 5 COLLEGE RETIREMENT EQUITIES FUND DATE OF CERTIFICATE FIRST FREQUENCY DATE OF NUMBER PAYMENT OF PAYMENT BIRTH MO DA YR IA00000-0 10 01 87 MONTHLY FIRST PARTICIPANT JOHN DOE 09 23 22 SECOND PARTICIPANT MARY DOE 09 15 25 1.138 0.569 STOCK ACCOUNT STOCK ACCOUNT $56.58 ANNUITY UNITS ANNUITY UNITS AMOUNT OF PAYABLE PAYABLE FIRST ANNUITY TO FIRST TO SECOND PAYMENT PARTICIPANT PARTICIPANT DATE OF ISSUE MO DA YR 10 01 87 PROVISIONS 1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00] TO THIS CERTIFICATE. THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. This page is intentionally blank. 2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment if both you and the Second Participant are then alive. Payments will continue for the rest of your life. Payments will be made to the Second Participant for as long as he or she survives you. The Date of First Payment, Frequency of Payment, and the number of Annuity Units payable to First and Second Participants are shown on Page 3. The dollar amount of each payment will be the current value on the date of each payment of the number of Annuity Units stated on Page 3. The value of an Annuity Unit will change from time to time to reflect CREF's investment, mortality and expense experience and will be determined in accordance with the Rules of the Fund, using actuarial methods. 3. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 4. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. At your request, CREF will change to equivalent payments made annually, semi-annually or quarterly. However, CREF will have the right to decline a change to less frequent payments. CREF will also have the right to decline any change that would result in payments of less than $25 each. After your death, the Second Participant will be able to request a change in frequency of payments. 5. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under this certificate will be the last payment due before the death of the last to die of you or Second Participant. The certificate will terminate at the time of such death. 6. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age and if that data is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 7. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that you or the Second Participant is alive on the date each payment is due. If this proof is not received after requested in writing, or if we receive notice of the death of either Participant after any payment in excess of those required under this contract has been made, CREF has the following rights: A) to make reduced payments of an amount determined by us until such excess is recovered; or B) to withhold payments until such excess is recovered. 8. OWNERSHIP. You own this certificate. If the Second Participant survives you, he or she becomes the owner of the certificate at your death. The owner may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 9. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 10. NO CASH SURRENDER OR LOANS. This certificate does not provide for cash surrender or loans. 11. THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF's home office in New York, NY. 12. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 13. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to either Participant under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 14. PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 15. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. EX-6.(F)(IV) 25 JOINT AND SURVIVOR ANNUITY COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-842-2733 JOINT AND SURVIVOR LIFE UNIT-ANNUITY CERTIFICATE DATE OF FIRST PAYMENT FREQUENCY OF NUMBER MO. DAY YR. PAYMENT IA00000-0 10 01 87 MONTHLY FIRST PARTICIPANT [DOE, JOHN] Second Participant [DOE, MARY] 1.150 0.767 $57.20 ANNUITY UNITS PAYABLE ANNUITY UNITS PAYABLE AMOUNT OF FIRST WHILE BOTH TO SURVIVING PARTICIPANT ANNUITY PAYMENT PARTICIPANTS ALIVE This is to certify that you, as the owner (First Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations as between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate provides a lifetime income for you with payments to start as of the date shown above. It will also provide an income to the Second Participant as long as he or she survives you. After the death of the first to die of the Second Participant or you, the number of annuity units payable will be reduced to two-thirds of the initial number of Annuity Units. No payments will be made after both Participants have died. You, or the Second Participant, will be paid an income of a fixed number of annuity units. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. CHAIRMaN AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED-------------------------------------- REGISTRAR THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH SURRENDER OR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Assignment -- Void and of no effect................................. 9 Benefits Based on Incorrect Data................................... 6 Cash Surrender -- No provision for.................................. 10 Certificate......................................................... 11 Claims of Creditors -- Protection against........................... 13 Consideration....................................................... 1 Correspondence with us............................................... 15 Loans -- No provision for............................................ 10 Ownership........................................................... 8 Payment to an Estate, Trustee, etc................................... 14 Proof of Survival................................................... 7 Requests for Benefits................................................ 15 Rules of the Fund................................................... 3 Service of Process upon CREF........................................ 12 Unit Annuity Payments............................................... 2 - Change of frequency....................................... 4 - Termination of............................................. 5 COLLEGE RETIREMENT EQUITIES FUND DATE OF CERTIFICATE FIRST FREQUENCY DATE OF NUMBER PAYMENT OF PAYMENT BIRTH MO DA YR IA00000-0 10 01 87 MONTHLY FIRST PARTICIPANT JOHN DOE 09 23 22 SECOND PARTICIPANT MARY DOE 09 15 25 1.150 0.767 STOCK ACCOUNT STOCK ACCOUNT $57.20 ANNUITY UNITS ANNUITY UNITS AMOUNT OF PAYABLE PAYABLE FIRST ANNUITY WHILE BOTH TO SURVIVING PAYMENT PARTICIPANT PARTICIPANT ALIVE DATE OF ISSUE MO DA YR 10 01 87 PROVISIONS 1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00] TO THIS CERTIFICATE. THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. This page is intentionally blank. 2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment if both you and the Second Participant are then alive. Payments will continue for the rest of your life. If the Second Participant dies before you, your payments will be reduced to two-thirds the number of Annuity Units. If the Second Participant survives you, payments of this reduced number of Annuity Units will be made to him or her for life. The Date of First Payment, Frequency of Payment, and the number of Annuity Units payable to First and Second Participants are shown on Page 3. The dollar amount of each payment will be the current value on the date of each payment of the number of Annuity Units stated on Page 3. The value of an Annuity Unit will change from time to time to reflect CREF's investment, mortality and expense experience and will be determined in accordance with the Rules of the Fund, using actuarial methods. 3. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 4. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. At your request, CREF will change to equivalent payments made annually, semi-annually or quarterly. However, CREF will have the right to decline a change to less frequent payments. CREF will also have the right to decline any change that would result in payments of less than $25 each. After your death, the Second Participant will be able to request a change in frequency of payments. 5. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under this certificate will be the last payment due before the death of the last to die of you and the Second Participant. The certificate will terminate at the time of such death. 6. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age and if that data is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 7. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that you or the Second Participant is alive on the date each payment is due. If this proof is not received after requested in writing, or if we receive notice of the death of either Participant after any payment in excess of those required under this contract has been made, CREF has the following rights: A) to make reduced payments of an amount determined by us until such excess is recovered; or B) to withhold payments until such excess is recovered. 8. OWNERSHIP. You own this certificate. If the Second Participant survives you, he or she becomes the owner of the certificate at your death. The owner may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 9. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 10. NO CASH SURRENDER OR LOANS. This certificate does not provide for cash surrender or loans. 11. THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF's home office in New York, NY. 12. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 13. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to either Participant under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 14. PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 15. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. EX-6.(F)(V) 26 LAST SURVIVOR LIFE UNITY-ANNUITY COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-842-2733 LAST SURVIVOR LIFE UNIT-ANNUITY WITH MINIMUM GUARANTEED PERIOD
CERTIFICATE DATE OF FIRST PAYMENT FREQUENCY OF MINIMUM GUARANTEED NUMBER MO. DAY YR. PAYMENT PERIOD IA00000-0 10 01 87 MONTHLY 10 YEARS FIRST PARTICIPANT [DOE, JOHN] Second Participant [DOE, MARY] ANNUITY UNITS PAYABLE ANNUITY UNITS PAYABLE AMOUNT OF FIRST TO FIRST PARTICIPANT TO SECOND PARTICIPANT ANNUITY PAYMENT OR TO BENEFICIARY
This is to certify that you, as the owner (First Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations as between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate provides a lifetime income for you. It will also provide an income to the Second Participant as long as he or she survives you. The number of annuity units payable to you, the Second Participant or the beneficiary is shown above. Payments start as of the date shown above. If both you and the Second Participant die within the Minimum Guaranteed Period, payments will continue to the end of the period to the beneficiary; or the present value of such payments may be paid in one sum, unless otherwise specified on Page 5. You, your Second Participant or your beneficiary, will be paid an income of a fixed number of annuity units. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. /s/ John H. Biggs ----------------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED ----------------------------------------------------- REGISTRAR THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Assignment -- Void and of no effect................................... 11 Beneficiary........................................................... 7 Benefits Based on Incorrect Data...................................... 8 Certificate........................................................... 13 Claims of Creditors -- Protection against............................. 16 Consideration......................................................... 1 Correspondence with us................................................ 18 Loans -- No provision for............................................. 12 Ownership............................................................. 10 Payment to an Estate, Trustee, etc.................................... 17 Present Value......................................................... 3 Procedure for Elections and Changes.................................... 14 Proof of Survival..................................................... 9 Requests for Benefits................................................. 18 Rules of the Fund..................................................... 4 Service of Process upon CREF.......................................... 15 Unit Annuity Payments................................................. 2 - Change of frequency......................................... 5 - Termination of.............................................. 6 COLLEGE RETIREMENT EQUITIES FUND
DATE OF MINIMUM CERTIFICATE FIRST FREQUENCY GUARANTEED DATE OF NUMBER PAYMENT OF PAYMENT PERIOD BIRTH MO DA YR [IA00000-0 10 01 87 MONTHLY 10 YEARS] PARTICIPANT [JOHN DOE] [09 23 22] SECOND PARTICIPANT [MARY DOE] [09 15 25] [1.137] [0.568] [STOCK ACCOUNT] [STOCK ACCOUNT] [$56.52] ANNUITY UNITS ANNUITY UNITS AMOUNT OF PAYABLE PAYABLE FIRST ANNUITY TO FIRST TO SECOND PAYMENT PARTICIPANT PARTICIPANT OR TO BENEFICIARY DATE OF ISSUE MO DA YR [10 01 87] PROVISIONS
1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR APPLYING [$10,000.00] FROM THE ACCUMULATION OF [CREF CERTIFICATE NUMBER P-000000-0] TO THIS CERTIFICATE. THIS FULFILLS ALL OBLIGATIONS UNDER CREF CERTIFICATE NUMBER [P-000000-0] AS TO THE AMOUNT OF THE ACCUMULATION THAT HAS BEEN APPLIED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. This page is intentionally blank. BENEFICIARY DESIGNATION (SEE PROVISION 3) CLASS I BENEFICIARY(IES) NAME RELATIONSHIP TO FIRST PARTICIPANT MARY DOE WIFE CLASS II BENEFICIARY(IES) NAME RELATIONSHIP TO FIRST PARTICIPANT JANE DOE DAUGHTER |_| Right to receive present value of unit-annuity payments in one sum. At the surviving participant's death, each beneficiary shall have the right to elect to receive in one sum the then present value of the share of any remaining unpaid unit-annuity payments apportioned to such beneficiary. [This provision is applicable only if the preceding box (|_|) is marked with an (x).] |_| Automatic one-sum payment of present value of unit-annuity payments. At the surviving participant's death, the present value of the share of any remaining unpaid unit-annuity payments apportioned to a beneficiary shall be paid in one sum. [This provision is applicable only if the preceding box (|_|) is marked with an (x).] ADDITIONAL PROVISIONS It is understood and agreed that if a testamentary trustee or an inter vivos trustee is designated as beneficiary: (A) CREF shall not be obliged to inquire into the terms of any will or of any trust affecting this certificate or its death benefits and shall not be charged with knowledge of terms thereof. (B) If benefits become payable to a testamentary trustee and (I) the will is not presented for probate within 90 days following the date of the last surviving participant's death; or (II) the will has been presented for probate within the aforesaid 90 days and no qualified trustee makes claim for the benefits within nine months after the last surviving participant's death; or (III) if evidence satisfactory to CREF is furnished CREF within such nine-month period that no trustee can qualify to receive the benefits, payment shall be made to the successor beneficiary(ies) as designated on the reverse side, if any such beneficiary(ies) are designated and survive the last surviving participant; otherwise to the executors or administrators of the last surviving participant. (C) If benefits become payable to an inter vivos trustee and (I) the trust agreement is not in effect; or (II) no trustee can qualify to receive benefits; or (III) the qualified trustee is not willing to accept the benefits, payment shall be made to the successor beneficiary(ies) as designated on the reverse side, if any such beneficiary(ies) are designated and survive the last surviving participant; otherwise to the executors or administrators of the last surviving participant. (D) Payment to and receipt by said trustee, said successor beneficiary(ies) or said executors or administrators, as provided for in (B) or (C) above, shall fully discharge CREF from all liability to the extent of such payment. CREF shall have no obligations as to the application of funds so paid and shall, in all dealings with said trustee or with said executors or administrators, including but not limited to any consent, release or waiver of interest, be fully protected against the claims or demands of any other person or persons. 2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment if both you and the Second Participant are then alive. Payments will continue for the rest of your life. Payments will be made to the Second Participant for as long as he or she survives you. If both you and the Second Participant die before the end of the Minimum Guaranteed Period which starts at the Date of Issue, we will continue payments to the beneficiary until the end of that period. In lieu of payments due the beneficiary, the Present Value of such payments may be paid to the beneficiary in one sum, unless otherwise specified on Page 5. The Date of First Payment, Frequency of Payment, Minimum Guaranteed Period and the number of Annuity Units payable to the First and Second Participants are shown on Page 3. The dollar amount of each payment will be the current value on the date of each payment of the number of Annuity Units stated on Page 3. The value of an Annuity Unit will change from time to time to reflect CREF's investment, mortality and expense experience and will be determined in accordance with the Rules of the Fund, using actuarial methods. If one of the Participants outlives all beneficiaries, at his or her death we will pay to that person's estate the then Present Value of any payments remaining due. If a beneficiary dies while entitled to receive payments, the then Present Value of any payments remaining due him or her will be paid to any other surviving person or persons named to receive it. If no one so named is then living, the then Present Value will be paid to the estate of such beneficiary. Payments are subject to any method of payment agreement or the provisions of any beneficiary designation in effect under this contract. 3. PRESENT VALUE. The Present (discounted) Value is a one-sum amount paid in lieu of a series of payments. The Present Value of future payments is computed in accordance with the Rules of the Fund. 4. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 5. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. At your request, CREF will change to equivalent payments made annually, semi-annually or quarterly. However, CREF will have the right to decline a change to less frequent payments. CREF will also have the right to decline any change that would result in payments of less than $25 each. After your death, the Second Participant will be able to request a change in frequency of payments. 6. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under this certificate will be the last payment due before the death of the last to die of you or Second Participant, unless such death occurs within the Minimum Guaranteed Period. In that case, the final payment will be the last payment due within that period. However, payments may end at an earlier date if a beneficiary receives the then present value of the payments due him or her. 7. YOUR BENEFICIARY. Beneficiaries are persons you name, in form satisfactory to CREF, to receive any payments remaining due after the death of both you and the Second Participant. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, any payments remaining due will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die during the Period of Annuity Payments having named your mother as primary beneficiary and "children" as equal contingent beneficiaries, your mother would receive any payments remaining due if she survived you. But if your mother did not survive you, then your children would receive equal shares of any payments remaining due. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. You, or after your death the Second Participant, may change, add or delete beneficiaries as explained in Section 14, unless otherwise specified on Page 5. 8. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age and if that data is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 9. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that you, the Second Participant or any other person named to receive benefits under the terms of this certificate is alive on the date each payment is due. If this proof is not received after requested in writing, or if we receive notice of the death of either Participant after excess payment has been made, CREF has the following rights: A) to make reduced payments of an amount determined by us until such excess is recovered; or B) to withhold payments until such excess is recovered. 10. OWNERSHIP. You own this certificate. If the Second Participant survives you, he or she becomes the owner of the certificate at your death. The owner may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 11. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 12. NO LOANS. This certificate does not provide for loans. 13. THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any if its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF's home office in New York, NY. 14. PROCEDURE FOR ELECTIONS AND CHANGES. You, the Second Participant or a beneficiary, when having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the method of payment to the beneficiary as explained in Section 3; B) the beneficiary as explained in Section 5; C) the frequency of payments as explained in Section 4; or D) the surrender of this certificate for its Present Value (only a beneficiary may have this right). No such notice will take effect unless it has been received by CREF. When received it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability because our acts were contrary to what was stated in the notice. 15. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 16. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 17. PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF reserves the right to pay in one sum the then present value of any benefits due an estate, corporation, partnership, trustee, or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. EX-6.(F)(VI) 27 JOINT AND SURVIVOR MINIMUM COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-842-2733 JOINT AND SURVIVOR LIFE UNIT-ANNUITY WITH MINIMUM GUARANTEED PERIOD
CERTIFICATE DATE OF FIRST PAYMENT FREQUENCY OF MINIMUM GUARANTEED NUMBER MO. DAY YR. PAYMENT PERIOD IA00000-0 10 01 87 MONTHLY 10 YEARS FIRST PARTICIPANT [DOE, JOHN] Second Participant [DOE, MARY] 1.149 0.766 $57.11 ANNUITY UNITS PAYABLE ANNUITY UNITS PAYABLE AMOUNT OF FIRST WHILE BOTH TO SURVIVING PARTICIPANT ANNUITY PAYMENT PARTICIPANTS ALIVE OR TO BENEFICIARY
This is to certify that you, as the owner (First Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations as between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate provides a lifetime income for you. It will also provide an income to the Second Participant as long as he or she survives you. After the death of the first to die of you and the Second Participant, the number of annuity units of each payment will be reduced to two-thirds of the initial number of Annuity Units. Payments start as of the date shown above. If both you and the Second Participant die within the Minimum Guaranteed Period, the reduced payments will continue to the end of the period to the beneficiary; or the present value of such payments may be paid in one sum, unless otherwise specified on Page 5. You, your Second Participant or your beneficiary, will be paid an income of a fixed number of annuity units. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. /s/John H. Biggs ------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED-------------------------------------- REGISTRAR THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Assignment -- Void and of no effect.................................... 11 Beneficiary.............................................................. 7 Benefits Based on Incorrect Data........................................ 8 Certificate............................................................. 13 Claims of Creditors -- Protection against............................... 16 Consideration........................................................... 1 Correspondence with us................................................... 18 Loans -- No provision for................................................ 12 Ownership.............................................................. 10 Payment to an Estate, Trustee, etc....................................... 17 Present Value............................................................ 3 Procedure for Elections and Changes...................................... 14 Proof of Survival....................................................... 9 Requests for Benefits.................................................... 18 Rules of the Fund....................................................... 4 Service of Process upon CREF............................................ 15 Unit Annuity Payments................................................... 2 - Change of frequency........................................... 5 - Termination of................................................. 6 COLLEGE RETIREMENT EQUITIES FUND
DATE OF MINIMUM CERTIFICATE FIRST FREQUENCY GUARANTEED NUMBER PAYMENT OF PAYMENT PERIOD DATE OF BIRTH IA00000-01 0 01 87 MONTHLY 10 YEARS MO DA YR FIRST PARTICIPANT JOHN DOE 09 23 22 SECOND PARTICIPANT MARY DOE 09 15 25 1.149 0.766 STOCK ACCOUNT STOCK ACCOUNT $57.20 ANNUITY UNITS ANNUITY UNITS AMOUNT OF PAYABLE PAYABLE FIRST ANNUITY WHILE BOTH TO SURVIVING PAYMENT PARTICIPANTS PARTICIPANT OR ALIVE TO BENEFICIARY DATE OF ISSUE MO DA YR 10 01 87
PROVISIONS 1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00] TO THIS CERTIFICATE. THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. This page is intentionally blank. BENEFICIARY DESIGNATION (SEE PROVISION 3) CLASS I BENEFICIARY(IES) NAME RELATIONSHIP TO FIRST PARTICIPANT MARY DOE WIFE CLASS II BENEFICIARY(IES) NAME RELATIONSHIP TO FIRST PARTICIPANT JANE DOE DAUGHTER _ |_| Right to receive present value of unit-annuity payments in one sum. At the surviving participant's death, each beneficiary shall have the right to elect to receive in one sum the then present value of the share of any remaining unpaid unit-annuity payments apportioned to such beneficiary. _ [This provision is applicable only if the preceding box (|_|) is marked with an (x).] _ |_| Automatic one-sum payment of present value of unit-annuity payments. At the surviving participant's death, the present value of the share of any remaining unpaid unit-annuity payments apportioned to a beneficiary shall be paid in one sum. _ [This provision is applicable only if the preceding box (|_|) is marked with an (x).] ADDITIONAL PROVISIONS It is understood and agreed that if a testamentary trustee or an inter vivos trustee is designated as beneficiary: (A) CREF shall not be obliged to inquire into the terms of any will or of any trust affecting this certificate or its death benefits and shall not be charged with knowledge of terms thereof. (B) If benefits become payable to a testamentary trustee and (I) the will is not presented for probate within 90 days following the date of the last surviving participant's death; or (II) the will has been presented for probate within the aforesaid 90 days and no qualified trustee makes claim for the benefits within nine months after the last surviving participant's death; or (III) if evidence satisfactory to CREF is furnished CREF within such nine-month period that no trustee can qualify to receive the benefits, payment shall be made to the successor beneficiary(ies) as designated on the reverse side, if any such beneficiary(ies) are designated and survive the last surviving participant; otherwise to the executors or administrators of the last surviving participant. (C) If benefits become payable to an inter vivos trustee and (I) the trust agreement is not in effect; or (II) no trustee can qualify to receive benefits; or (III) the qualified trustee is not willing to accept the benefits, payment shall be made to the successor beneficiary(ies) as designated on the reverse side, if any such beneficiary(ies) are designated and survive the last surviving participant; otherwise to the executors or administrators of the last surviving participant. (D) Payment to and receipt by said trustee, said successor beneficiary(ies) or said executors or administrators, as provided for in (B) or (C) above, shall fully discharge CREF from all liability to the extent of such payment. CREF shall have no obligations as to the application of funds so paid and shall, in all dealings with said trustee or with said executors or administrators, including but not limited to any consent, release or waiver of interest, be fully protected against the claims or demands of any other person or persons. 2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment, if both you and the Second Participant are then alive. Payments will continue for the rest of your life. If the Second Participant dies before you, your payments will be reduced to two-thirds of the initial number of Annuity Units. In addition, if the Second Participant survives you, payments of this reduced number of Annuity Units will be made to him or her for life. If both you and the Second Participant die before the end of the Minimum Guaranteed Period, which starts at the Date of Issue, we will continue the reduced payments to the beneficiary until the end of that period. In lieu of payments due the beneficiary, the Present Value of such payments may be paid to the beneficiary in one sum, unless otherwise specified on Page 5. The Date of First Payment, Frequency of Payment, Minimum Guaranteed Period, the number of Annuity Units payable while both Participants are alive and the number of Annuity Units payable after the death of one of the Participants are shown on Page 3. The dollar amount of each payment will be the current value on the date of each payment of the number of Annuity Units stated on Page 3. The value of an Annuity Unit will change from time to time to reflect CREF's investment, mortality and expense experience and will be determined in accordance with the Rules of the Fund, using actuarial methods. If the last surviving Participant outlives all beneficiaries but dies within the Minimum Guaranteed Period, we will pay to such Participant's estate the Present Value of any payments remaining due. If a beneficiary dies while entitled to receive payments, the Present Value of any payments still due to him or her will be paid to the surviving person or persons named to receive it. If no one so named is then living, the Present Value will be paid to the estate of such beneficiary. Payments are subject to the provisions of any method of payment agreement or any beneficiary designation in effect under this certificate. 3. PRESENT VALUE. The Present (discounted) Value is a one-sum amount paid in lieu of a series of payments. The Present Value of future payments is computed in accordance with the Rules of the Fund. 4. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 5. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. At your request, CREF will change to equivalent payments made annually, semi-annually or quarterly. However, CREF will have the right to decline a change to less frequent payments. CREF will also have the right to decline any change that would result in payments of less than $25 each. After your death, the Second Participant will be able to request a change in frequency of payments. 6. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under this certificate will be the last payment due before the death of the last to die of you or Second Participant, unless such death occurs within the Minimum Guaranteed Period. In that case, the final payment will be the last payment due within that period. However, payments may end at an earlier date if a beneficiary receives the then present value of the payments due him or her. 7. YOUR BENEFICIARY. Beneficiaries are persons you name, in form satisfactory to CREF, to receive any payments remaining due after the death of both you and the Second Participant. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, any payments remaining due will be paid to the then living persons in the class in equal shares, unless you provide otherwise. For example, if you die during the Period of Annuity Payments having named your mother as primary beneficiary and "children" as equal contingent beneficiaries, your mother would receive any payments remaining due if she survived you. But if your mother did not survive you, then your children would receive equal shares of any payments remaining due. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. You, or after your death the Second Participant, may change, add or delete beneficiaries as explained in Section 14, unless otherwise specified on Page 5. 8. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by data as to a person's age and sex and if that data is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. 9. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that you, the Second Participant or any other person named to receive benefits under the terms of this certificate is alive on the date each payment is due. If this proof is not received after requested in writing, or if we receive notice of the death of either Participant after excess payment has been made, CREF has the following rights: A) to make reduced payments of an amount determined by us until such excess is recovered; or B) to withhold payments until such excess is recovered. 10. OWNERSHIP. You own this certificate. If the Second Participant survives you, he or she becomes the owner of the certificate at your death. The owner may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 11. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 12. NO LOANS. This certificate does not provide for loans. 13. THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF's home office in New York, NY. 14. PROCEDURE FOR ELECTIONS AND CHANGES. You, the Second Participant or a beneficiary, when having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the method of payment to the beneficiary as explained in Section 3; B) the beneficiary as explained in Section 5; C) the frequency of payments as explained in Section 4; or D) the surrender of this certificate for its Present Value (only a beneficiary may have this right). No such notice will take effect unless it has been received by CREF. When received it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability because our acts were contrary to what was stated in the notice. 15. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 16. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 17. PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF reserves the right to pay in one sum the Present Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. EX-6.(F)(VII) 28 UNIT-ANNUITY CERTAIN COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-842-2733 UNIT-ANNUITY CERTAIN
CERTIFICATE DATE OF FIRST PAYMENT FREQUENCY OF DATE OF LAST PAYMENT NUMBER MO. DAY YR. PAYMENT MO. DAY YR. IA00000-0 10 01 87 MONTHLY 09 01 97 PARTICIPANT [DOE, JOHN] 2.023 $100.58 10 YEARS ----- ------- -------- ANNUITY UNITS PAYABLE AMOUNT OF FIRST PERIOD OF ANNUITY PAYMENT ANNUITY PAYMENTS
This is to certify that you, as the owner (Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations as between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate will provide an income to you, while you are living, for a specified period of years. If you die within this period, payments will continue to the end of the period to the beneficiary. Unless otherwise specified on Page 5, the present value of these payments may be paid in one sum. You, or your beneficiary, will be paid an income of a fixed number of annuity units. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you, or your beneficiary, are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. /s/John H. Biggs CHAIRMAN AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED--------------------------------------- REGISTRAR THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Assignment -- Void and of no effect..................................... 12 Beneficiary............................................................... 8 Certificate.............................................................. 14 Claims of Creditors -- Protection against................................ 16 Consideration............................................................ 1 Correspondence with us.................................................... 18 Loans -- No provision for................................................. 13 Ownership............................................................... 11 Payment to an Estate, Trustee, etc........................................ 17 Present Value............................................................. 3 Procedure for Elections and Changes...................................... 10 Proof of Survival........................................................ 9 Requests for Benefits..................................................... 18 Rules of the Fund........................................................ 4 Service of Process upon CREF............................................. 15 Surrender Right........................................................... 5 Unit Annuity Payments.................................................... 2 - Change of frequency............................................ 6 - Termination of.................................................. 7 COLLEGE RETIREMENT EQUITIES FUND
Date of Date of Certificate First Frequency Last Number Payment of Payment Payment Date of Birth IA00000-0 10 01 87 MONTHLY MO DA YR Participant [DOE, JOHN] 09 23 22
2.023 STOCK ACCOUNT $100.58 10 YEARS Annuity Units Amount of Period of Payable First Annuity Annuity Payment Payments DATE OF ISSUE MO DA YR 10 01 87 PROVISIONS 1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00] TO THIS CERTIFICATE. THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. This page is intentionally blank. BENEFICIARY DESIGNATION CLASS I BENEFICIARIES NAME RELATIONSHIP TO PARTICIPANT MARY DOE WIFE CLASS II BENEFICIARIES NAME RELATIONSHIP TO PARTICIPANT JANE DOE DAUGHTER 2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment if you are then alive. Payments will continue to you during the period of Annuity Payments as long as you live. If you die before the end of the Period of Annuity Payments, we will continue payments to the beneficiary to the end of that Period. No payments will be made after the Period of Annuity Payments. In lieu of payments due the beneficiary the Present Value of any payments may be paid to the beneficiary in one sum unless otherwise specified on Page 5. The Date of First Payment, Frequency of Payment, Period of Annuity Payments, Date of Last Payment and the number of Annuity Units payable are shown on Page 3. If you outlive all beneficiaries but die within the Period of Annuity Payments, we will pay to your estate the Present Value of any payments remaining due. If a beneficiary dies while entitled to receive payments, the Present Value of any payments still due to him or her will be paid to the surviving person or persons named to received it. If no one so named is then living, the Present Value will be paid to the estate of such beneficiary. The dollar amount of each payment will be the current value on the date of each payment of the number of Annuity Units stated on Page 3. The value of an Annuity Unit will change from time to time to reflect CREF's investment, mortality and expense experience and will be determined in accordance with the Rules of the Fund, using actuarial methods. Payments are subject to any method of payment agreement or the provisions of any beneficiary designation in effect under this certificate. 3. PRESENT VALUE. The Present (discounted) Value is a one-sum amount paid in lieu of a series of payments. The Present Value of future payments is computed in accordance with the Rules of the Fund. 4. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 5. SURRENDER RIGHT. Unless otherwise specified on Page 5, you may surrender this certificate for a one-sum payment. This payment will be equal to the Present Value of all payments remaining due. A surrender may be made without regard to the interest of any beneficiary. 6. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. You, or a beneficiary receiving payments, may request a change to equivalent payments made annually, semi-annually, quarterly or monthly. However, CREF has the right to decline any change that would result in an initial payment of less than $25. 7. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under this certificate will be the payment due on the Date of Last Payment, shown on Page 3. 8. YOUR BENEFICIARY. Beneficiaries are persons named, in form satisfactory to CREF, to receive any payments remaining due at your death. Different classes of beneficiaries, such as primary (first) and contingent (secondary), may be designated. These classes set the order of payment. If a class contains more than one person, any payments remaining due at your death will be paid to the then living persons in a class in equal shares, unless provided otherwise. For example, if you die during the Period of Annuity Payments with your spouse having been named as primary beneficiary and "my children" as equal contingent beneficiaries, your spouse would receive any payments remaining due upon surviving you. But if your spouse did not survive you, then your surviving children would receive equal shares of any payments remaining due. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless otherwise specified, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. The beneficiary designation may be changed as explained below, unless otherwise specified on Page 5. 9. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of your certificate is alive on the date any payment is due. If this proof is not received by us after requested in writing, CREF will have the right to withhold payments entirely until such proof is received. 10. PROCEDURE FOR ELECTIONS AND CHANGES. You or a beneficiary, when having the right to do so, may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the method of payment to the beneficiary; B) the beneficiary; or C) the frequency of payments; or D) the surrender of this certificate for its Present Value (only a beneficiary may have this right). No such notice will take effect unless it has been received by CREF. When received it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability that is due to our acts being contrary to what was stated in the notice. 11. OWNERSHIP. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person. 12. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 13. NO LOANS. This certificate does not provide for loans. 14. THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF home office in New York, NY. 15. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 16. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 17. PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF reserves the right to pay in one sum the Present Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. EX-6.(F)(VIII) 29 MINIMUM DISTRIBUTION ANNUITY CERTIFICATE C1027 CREF MDO-Cash College Retirement Equities Fund 730 Third Avenue, New York, N.Y. 10017 Telephone: 800-842-2733 Minimum Distribution Annuity Certificate
Date of First Certificate Annual Payment Calculation Date of Birth Number Mo. Day Yr. Method Mo. Day Yr. DA00000-0 12 01 1991 Payee DOE, JOHN J R 04 01 1920 Calculation DOE, MARY R 04 01 1923 Beneficiary
This Certificate states that you, as the owner ("Payee") of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF" or "Fund"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate will provide Annual Payments to you. The Annual Payments will vary each year in accordance with the procedure described in Part C. Annual Payments will continue until the year in which the Life Expectancy, as defined in Part C, is less than or equal to one year, when your remaining Accumulation will be paid to you in one sum. Your life expectancy and the life expectancy of your Calculation Beneficiary, if any, as shown above, will be used in the calculation of the Initial and Annual Payments. If your Calculation Beneficiary dies while you are receiving Annual Payments, you must notify us so that the calculation may be changed as necessary to comply with Federal tax law. If you die before the entire Accumulation is paid out, your remaining Accumulation will provide a benefit for your Beneficiary under one of the methods described in your certificate. Any Considerations for this certificate must be transferred directly from another CREF certificate. Each consideration paid to CREF purchases a number of Accumulation Units representing your share in CREF. Before you attain age 90, you may, to the extent permitted by Federal tax law, convert these into a lifetime income of Annuity Units. Once each year we will report to you on the then current value of your remaining Accumulation Units. You may choose to withdraw all or part of the current value of your remaining Accumulation Units. You, or your Beneficiary at your death, may have CREF pay the value of some or all of your remaining Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed dollar pay-out annuity contract, as explained in your certificate. INDEX ON NEXT PAGE Ed. 1-93 /s/John H. Biggs ------------- Chairman and Chief Executive Officer THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF BENEFITS. Section Accounts Definition ..............................................1 Accumulation Definition ..............................................3 Accumulation Units Definition ..............................................2 Number of ...............................................4 Annual Payments ............................................24 Allocation Among Accounts ..............................31 Amount of ..............................................25 Calculation Beneficiary ................................10 Calculation Method .....................................28 Change of Calculation Beneficiary ......................29 Definition ..............................................5 Excluded Amount ........................................26 Initial Payment ........................................30 Life Expectancy ........................................27 Annuity Benefit ............................................35 Annuity Unit ............................................6 Benefits Based on Incorrect Data .......................37 Number of Annuity Units ................................36 Single Life Unit-Annuity ...............................17 Survivor Unit-Annuity ..................................19 Unit-Annuity ............................................7 Assignment Void and of No Effect ..................................44 Business Day ................................................9 Certificate Changes of .............................................22 Claims of Creditors Protection Against .....................................46 Commuted Value Definition .............................................11 Compliance with Laws and Regulations .......................53 Considerations .............................................23 Section Correspondence .............................................54 Death Benefit Beneficiary .............................................8 Change of Beneficiary ..................................34 Definition .............................................12 Methods of Payment .....................................33 Payment of .............................................32 Elections and Changes Procedure ..............................................47 ERISA Definition .............................................13 IRC Definition .............................................14 Loans No Provision for .......................................45 Lump-sum Benefit ...........................................39 Definition..............................................15 Ownership of certificate ...................................43 Payment to an Estate, Guardian, Trustee, etc. ..............48 Proof of Survival...........................................50 Report of Accumulation .....................................42 Right to Amend .............................................51 Right to Split Your Certificate ............................52 Rules of the Fund Definition .............................................16 Service of Process upon CREF................................49 Spouse's Rights ............................................40 Definition .............................................18 Waiver of ..............................................41 Transfer....................................................38 Definition .............................................20 Valuation Day Definition .............................................21 COLLEGE RETIREMENT EQUITIES FUND BENEFICIARY DESIGNATION PRIMARY BENEFICIARIES NAME DATE OF BIRTH RELATIONSHIP TO PARTICIPANT [* Mary Doe 04 01 1923 wife ] CONTINGENT BENEFICIARIES NAME DATE OF BIRTH RELATIONSHIP TO PARTICIPANT [ Jane Doe 06 23 1946 daughter ] [ * Calculation Beneficiary ] PART A: TERMS USED IN THIS CONTRACT 1. Accounts. CREF maintains the following four investment Accounts, each with its own distinct investment portfolio: The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities. The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade bonds. The CREF Social Choice Account maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. As of the date of such deletion, CREF will transfer your Accumulation Units, if any, in such Account, to the CREF Money Market Account unless you notify CREF otherwise. 2. Accumulation Units. Each CREF Account maintains a separate Accumulation Unit value. The value of each Accumulation Unit will change from time to time to reflect the CREF Account's investment experience, and will be determined in accordance with the Rules of the Fund. 3. Your Accumulation is the sum of the value of all of your Accumulation Units in all of the Accounts under this Certificate. It will provide the benefits described in this certificate. 4. Number of Accumulation Units. The number of your Accumulation Units at issue and the Accounts under your Certificate in which they participate are shown on Page 3. The number of your Accumulation Units in any Account under your Certificate will be increased by: A) any Considerations paid to that Account under your Certificate; B) any Transfers to that Account under your Certificate from another CREF Account; and reduced by: C) any Initial and Annual Payments paid from that Account; D) any application of Accumulation Units from that Account to provide a Unit-Annuity; E) any Lump-sum Benefits paid from that Account; and F) any Transfers from that Account to TIAA, another CREF account, or another funding vehicle. 5. The Annual Payment is the amount payable to you each December 1 as described in Part C. 6. An Annuity Unit is the unit of payment for all Unit-Annuity benefits. The CREF Stock and CREF Money Market Accounts maintain separate Annuity Units. All CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are available from the CREF Stock Account and the CREF Money Market Account. The current value of an Annuity Unit will change from time to time to reflect changes in CREF's investment, mortality, and expense experience. The dollar value of any Unit-Annuity payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. 7. A Unit-Annuity is a series of payments of the then current value of a fixed number of Annuity Units. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund using actuarial methods. A Unit-Annuity Benefit may be elected subject to the restrictions described in Part E. 8. The Beneficiary is the person you name to receive any payments remaining due at your death. The primary and contingent beneficiaries are named on Page 5. 9. A Business Day is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. 10. Calculation Beneficiary. The life expectancy of a Calculation Beneficiary may be used in the calculation of the Annual Payment. If you have selected a Calculation Beneficiary, that person is named on Page 3. 11. Commuted Value. The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments. The Commuted Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund, in which it is referred to as the Present Value. 12. The Death Benefit is the current value of your Accumulation Units. It will be used to pay your Beneficiary an income under one of the methods set forth in Part D. 13. ERISA is the Employee Retirement Income Security Act of 1974, as amended. 14. The IRC is the Internal Revenue Code of 1986, as amended. 15. Lump-sum Benefit. You may choose to receive a Lump-sum Benefit from some or all of a specified Account's Accumulation Units. The provisions concerning this benefit are detailed in Part G. 16. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the Fund was furnished to you when this certificate was issued; you will be notified of all amendments to such Rules. 17. A Single Life Unit-Annuity provides a payment to you each month for as long as you live. Subject to applicable restrictions, you may choose a guaranteed period of 10, 15 or 20 years, or no guaranteed period. If you die before the end of a chosen guaranteed period, the monthly payments will continue to the end of that period. Once payments have begun under this option no change may be made. A Single Life Unit-Annuity may be available to you as described in Part E. 18. Spouse's Rights. If your Accumulation is subject to ERISA, your spouse may have rights to a Survivor Retirement Benefit, as explained in Part H. Your spouse's right to these benefits may limit your choice of Unit-Annuity Benefit, Beneficiary, Lump-sum Benefit, or Transfer. 19. A Survivor Unit-Annuity provides a payment to you each month for as long as you live, and will be continued to your Calculation Beneficiary for his or her life if he or she survives you. Payments after the death of you or your Calculation Beneficiary may be reduced in accordance with the annuity option you choose. Subject to applicable restrictions, you may choose a guaranteed period of 10, 15 or 20 years, or no guaranteed period. If you and your Calculation Beneficiary die before the end of a chosen guaranteed period, the monthly payments will continue to the end of that period. Once payments have begun under this option no change may be made. A Survivor Unit-Annuity may be available to you as described in Part E. 20. A Transfer is the use of the value of some or all of your Accumulation Units to purchase fixed-dollar benefits under a TIAA pay-out annuity contract, Accumulation Units in another CREF Account, or benefits through another Funding Vehicle not offered by TIAA or CREF. The conditions applying to Transfers are set forth in Part F. 21. A Valuation Day is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. PART B: CERTIFICATE AND CONSIDERATIONS 22. The Certificate. We have issued this certificate in return for your completed application and the consideration as stated on Page 3. Any endorsement or amendment of this certificate, or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. All considerations and benefits are payable at CREF's home office in New York, NY. 23. Considerations are all amounts paid to purchase benefits under this contract. Any Considerations for this certificate must be transferred directly from a CREF Supplemental Retirement Unit-Annuity Certificate or CREF Group Supplemental Retirement Unit-Annuity Certificate. CREF will accept Considerations any time while this certificate is in force. PART C: YOUR ANNUAL PAYMENT 24. Annual Payments will be made to you each December, beginning as of the Date of First Annual Payment if you are then alive. Annual payments will continue to you until the year in which the Life Expectancy is less than or equal to one year, when your Annual Payment will include your remaining Accumulation. No further payments will be made to you after the Annual Payment in the year in which the Life Expectancy is less than or equal to one. 25. Amount of Annual Payments. The amount of the payment to be made each December will be the Accumulation as of the previous December 31, less the Excluded Amount, all divided by the Life Expectancy as of the current year. The Annual Payment may be adjusted if additional Considerations have been paid or amounts have been withdrawn during the current calendar year. In no case will the Annual Payment exceed your total Accumulation as of the date the payment is made. If the calculated value is less than $25, the Annual Payment will be $25, or if less, your total Accumulation. 26. The Excluded Amount is that portion of the Accumulation that will not be included in the calculation of the Annual Payment. The initial Excluded Amount is shown on Page 3. The Excluded Amount will be adjusted if any Lump-sum Benefits or Transfers are paid, and if any Considerations after the Initial Consideration are received. The Excluded Amount may be reduced at your request, or if required by Federal tax law, and will be reduced to zero upon your attainment of age 75. 27. The Life Expectancy as of any year will be calculated in accordance with IRC Section 401(a)(9) and the regulations issued thereunder. If your Calculation Beneficiary dies while you are receiving Annual Payments, you must notify us so that the calculation may be changed as necessary to comply with Federal tax law. 28. The Calculation Method shown on Page 3 will determine how the Life Expectancy is calculated. Use of the Recalculation Method for an individual indicates that the Life Expectancy, with respect to that individual, will be recalculated each year. Use of the Straight-line Method for an individual indicates that the Life Expectancy, with respect to that individual, will be calculated at the Date of Issue, and reduced by one for each calendar year that has elapsed since that date. 29. Change of Calculation Beneficiary. If you have selected a Calculation Beneficiary, that person is named on Page 3. Your right to change the Calculation Beneficiary may be limited by Federal tax law. If you change a primary Beneficiary after the Date of Issue, or if you have more than one primary Beneficiary, the Calculation Beneficiary, if any, may have to be changed to comply with Federal tax law. 30. An Initial Payment may be made to you as of the Date of Issue if necessary to meet the requirements of IRC Section 401(a)(9). The amount of any Initial Payment is shown on Page 3. If an Initial Payment is made, the first Annual Payment will be reduced by the amount of the Initial Payment divided by the Life Expectancy as of the year of the first Annual Payment. 31. Allocation Among Accounts. Your Accumulation will be reduced by the amount of each Annual Payment. You may tell us how to allocate the reduction among the Accounts under your Certificate. You may reduce your Accumulation Units in an Account by any whole number percentage of the Annual Payment. You may change your allocation from time to time, as explained in Section 47. If we do not have a valid allocation, or if the value of your Accumulation Units in any Account under your Certificate is not sufficient to cover the allocated portion of the Annual Payment, your Accumulation Units in the Accounts under your Certificate will be reduced in proportion to their share of your total Accumulation. PART D: DEATH BENEFIT 32. Payment of the Death Benefit. If you die before the entire Accumulation is paid out, CREF will pay the Death Benefit to your Beneficiary under one of the Methods of Payment set forth in Section 33. You may choose the Method during your lifetime as explained in Section 47. If you do not so choose, your Beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your Beneficiary may change the Method chosen by you, if you so provide. 33. Methods of Payment. The Death Benefit will be paid to your Beneficiary as follows: A) your Accumulation may be paid in one sum; B) your Accumulation may be applied to a Unit-Annuity, as described in Part E; or C) if a surviving Beneficiary is the Calculation Beneficiary, Annual Payments may be continued under a new Minimum Distribution Annuity Certificate. 34. The Beneficiary is the person you name to receive any payments remaining due at your death. Different classes of beneficiaries, such as primary (first) and contingent (secondary), may be designated. These classes set the order of payment. If a class contains more than one person, any payments remaining due at your death will be paid to the then living persons in a class in equal shares, unless provided otherwise. For example, if you die before the entire Accumulation is paid out with your spouse having been named as primary beneficiary and "my children" as equal contingent beneficiaries, your spouse would receive any payments remaining due upon surviving you. But if your spouse did not survive you, then your surviving children would receive equal shares of any payments remaining due. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless otherwise specified, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your brother or your sister. If you name your estate as beneficiary, or if none of the beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die never having named a beneficiary, your estate and your surviving spouse become the beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive one-half of your Accumulation in one sum, and your estate will receive one-half of your Accumulation in one sum. You may change your Beneficiary or add or delete Beneficiaries, unless otherwise specified on Page 5, by written notice to CREF as explained in Section 47. Any change in Beneficiary is subject to the rights of your spouse, if any, as described in Part H. Any change in a primary Beneficiary may require a change in the Calculation Beneficiary, if any, to comply with Federal tax law. PART E: UNIT-ANNUITY BENEFIT 35. Choosing an Annuity. You or your surviving Beneficiary may apply your Accumulation to purchase a Unit-Annuity for a Fixed Period of no less than five years, nor more than the lesser of 30 years or the Life Expectancy. If you or your surviving Calculation Beneficiary are under the Recalculation Method and have not yet attained age 90, you may alternatively choose a Single Life Unit-Annuity with or without a Guaranteed Period. If you and your surviving Calculation Beneficiary are both under the Recalculation Method and have not yet attained age 90, you may alternatively choose any Survivor Unit-Annuity then being offered by CREF, with or without a Guaranteed Period. No guaranteed or fixed period can extend beyond the Life Expectancy, as calculated in the calendar year in which you begin Annuity Payments. The choice of any annuity is subject to Federal tax law limitations. If your Accumulation is subject to ERISA, then your choice of an annuity is subject to the right of your spouse, if any, to benefits as explained in Part H. 36. The Number of Annuity Units in each Account under your pay-out certificate will be determined in accordance with the Rules of the Fund as of the date annuity payments start by: A) the value of your Accumulation Units in that Account under your Certificate at that time; B) the form of annuity chosen; C) if you choose a lifetime Unit-Annuity, your age, and the age of your Second Participant, if any; and D) the value of that Account's Annuity Unit at that time. If your initial Unit-Annuity payment would be less than $25 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in payments of $25 or more and the shortest interval between payments. 37. Benefits Based on Incorrect Data. If the amount of Annuity Benefits is determined by data as to a person's age or any other factor that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. PART F: TRANSFERS 38. You may Transfer some or all of your Accumulation Units from a CREF Account under your Certificate (a) to purchase Accumulation Units in one of the other CREF Accounts under your Certificate, (b) to purchase a fixed dollar TIAA pay-out annuity contract, or (c) to a Funding Vehicle not offered by CREF or TIAA. If your Contract qualifies under IRC Section 403(b), then a tax-free Transfer may be made only to a Funding Vehicle established under IRC Section 403(b). If your Accumulation is subject to ERISA, your right to Transfer to some Funding Vehicles may be subject to the rights of your spouse, if any, as described in Part H. If you choose to Transfer, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Transfer; and B) when required by law, if your Accumulation is subject to the ERISA requirements described in Part H, a Waiver of Spouse's Rights or proof that you are not married. You may choose to defer the effective date of the Transfer until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Transfer cannot be revoked after the effective date of such Transfer. If you Transfer to a TIAA pay-out annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract. If all of your Accumulation Units under your Certificate are withdrawn as a Transfer, all obligations of CREF to you under the contract are fulfilled. CREF may limit Transfers to not more than twice in any calendar year. PART G: LUMP-SUM BENEFIT 39. Lump-sum Benefit. You may choose to receive a Lump-sum Benefit from some or all of a specified Account's Accumulation Units. Any choice of Lump-sum Benefit must be made by written notice to CREF as explained in Section 47. If your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse, if any, as described in Part H. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; and B) if your Accumulation is subject to the ERISA requirements described in Part H, a Waiver of Spouse's Rights or proof that you are not married. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under your Certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this Certificate are fulfilled. PART H: SPOUSE'S RIGHTS TO BENEFITS 40. Spouse's Right to Benefits. If A) you are married on the date you elect an Annuity or Lump-sum Benefit, or on the date you request a change in Beneficiary, and B) all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA, and C) a plan contribution has been paid on your behalf after August 22, 1984, then, only to the extent required by the IRC or ERISA, your rights to choose a Unit-Annuity Benefit, change a Beneficiary for the Death Benefit, or receive a Lump-sum Benefit are restricted by the right of your spouse to a Survivor Retirement Benefit. Transfers to some Funding Vehicles may also be restricted under this section. Your spouse may consent to a waiver of his or her rights to this benefit, as explained in Section 41. 41. Waiver of Spouse's Rights. Your spouse must consent to a waiver of his or her right to survivor benefits before you can choose: A) a Unit-Annuity Benefit other than a Survivor Unit-Annuity with your spouse as Second Participant; B) Beneficiaries who are not your spouse for more than half of the Death Benefit; C) a Lump-sum Benefit; or D) to the extent required by law, a Transfer. In order to waive the right to a Survivor Retirement Benefit we must receive, in form satisfactory to CREF, your spouse's written consent, or verification that your spouse cannot be located. A waiver of rights with respect to a Unit-Annuity or Lump-sum Benefit may be made by you and consented to by your spouse no earlier than 90 days before the date you elect the Benefit. Verification of your marital status may be required, in a form satisfactory to CREF, for purposes of establishing your spouse's right to benefits or a waiver of these rights. You may revoke a waiver of your spouse's rights to benefits at any time during your lifetime. Your spouse may not revoke a consent after the consent has been given. PART I: GENERAL PROVISIONS 42. Report of Accumulation. Once each year we will mail you a report for the year just ended. It will show the value of your Accumulation as of the end of the year. 43. Ownership of certificate. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it. 44. No Assignment. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 45. No Loans. This certificate does not provide for loans. 46. Protection Against Claims of Creditors. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 47. Procedure for Elections and Changes. An election or change may be made, in accordance with the terms of your contract, by written notice satisfactory to CREF. No such notice will take effect unless it is received by CREF at its home office in New York, NY. When notice of a change in Beneficiary or person named to receive payments remaining due is received, it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. When any other notice is received, it will take effect as of the date it is received. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability even though our acts were contrary to what was stated in the notice. 48. Payment to an Estate, Guardian, Trustee, etc. CREF may pay in one sum the Commuted Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 49. Service of Process upon CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico, or Canada, provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 50. Proof of Survival. CREF may require satisfactory proof that anyone named to receive benefits, or anyone whose life expectancy is used in the calculation of benefits under the terms of your certificate is alive on the date any payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit-Annuity Option CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 51. Right to Amend. CREF reserves the right to: A) apply the provisions of this certificate in a manner which CREF believes is consistent with Federal tax law; and B) amend this certificate if necessary to comply with Federal tax law. When required by law, CREF will obtain the approval of any appropriate regulatory authority. 52. CREF's Right to Split Your Certificate. If your right to a Lump-sum Benefit, a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all your Accumulation Units, CREF may split your certificate into two or more CREF certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain Transfers may not be available to you until CREF has split your certificate. 53. Compliance with Laws and Regulations. CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of this certificate. If, as of the Date of Issue, this certificate conflicts with any applicable State law or regulation, such State law or regulation will prevail. The choice of Unit-Annuity Benefit, Lump-sum Benefit, Method of Payment of the Death Benefit, Beneficiary, or Second Participant as set forth in the certificate is subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of ERISA and the IRC and any rulings and regulations issued under ERISA and the IRC. 54. Correspondence. No notice, application, or form will be deemed to be received by us unless it is received at our home office in New York, NY. All benefits are payable at our home office in New York, NY. Any questions about this certificate or inquiries about our service should be directed to us at our address: CREF 730 Third Avenue New York, NY 10017 MINIMUM DISTRIBUTION ANNUITY CERTIFICATE
Date of First Certificate Annual Payment Calculation Date of Birth Number Mo. Day Yr. Method Mo. Day Yr. DA00000-0 12 01 1991 Payee DOE, JOHN J R 04 01 1920 Calculation DOE, MARY R 04 01 1923 Beneficiary
This Certificate states that you, as the owner ("Payee") of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF" or "Fund"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate will provide Annual Payments to you. The Annual Payments will vary each year in accordance with the procedure described in Part C. Annual Payments will continue until the year in which the Life Expectancy, as defined in Part C, is less than or equal to one year, when your remaining Accumulation will be paid to you in one sum. Your life expectancy and the life expectancy of your Calculation Beneficiary, if any, as shown above, will be used in the calculation of the Initial and Annual Payments. If your Calculation Beneficiary dies while you are receiving Annual Payments, you must notify us so that the calculation may be changed as necessary to comply with Federal tax law. If you die before the entire Accumulation is paid out, your remaining Accumulation will provide a benefit for your Beneficiary under one of the methods described in your certificate. Any Considerations for this certificate must be transferred directly from another CREF certificate. Each consideration paid to CREF purchases a number of Accumulation Units representing your share in CREF. Before you attain age 90, you may, to the extent permitted by Federal tax law, convert these into a lifetime income of Annuity Units. Once each year we will report to you on the then current value of your remaining Accumulation Units. You may also be permitted to choose a Lump-sum Benefit payment after Termination of Employment, in accordance with the Rules of the Fund. You, or your Beneficiary at your death, may have CREF pay the value of some or all of your remaining Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed dollar pay-out annuity contract, as explained in your certificate. You may also have CREF pay the value of some or all of your remaining Accumulation Units to other Funding Vehicles offered under your Employer's Retirement Plan. Chairman and Chief Executive Officer THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF BENEFITS. Section Accounts Definition ..............................................1 Accumulation Definition ..............................................3 Accumulation Units Definition ..............................................2 Number of ...............................................4 Annual Payments ............................................28 Allocation Among Accounts ..............................35 Amount of ..............................................29 Calculation Beneficiary ................................10 Calculation Method .....................................32 Change of Calculation Beneficiary .......................................33 Definition ..............................................5 Excluded Amount ........................................30 Initial Payment ........................................34 Life Expectancy ........................................31 Annuity Benefit ............................................39 Annuity Unit ............................................6 Benefits Based on Incorrect Data .......................41 Number of Annuity Units ................................40 Single Life Unit-Annuity ...............................20 Survivor Unit- Annuity .................................22 Unit-Annuity ............................................7 Assignment Void and of No Effect ..................................48 Business Day ................................................9 Certificate Changes of .............................................26 Claims of Creditors Protection Against .....................................50 Commuted Value Definition .............................................11 Compliance with Laws and Regulations .......................57 Considerations .............................................27 Correspondence .............................................58 Section Death Benefit Beneficiary .............................................8 Change of Beneficiary ..................................38 Definition .............................................12 Methods of Payment .....................................37 Payment of .............................................36 Elections and Changes Procedure ..............................................51 Employer Definition .............................................13 ERISA Definition .............................................14 Funding Vehicle Definition .............................................15 IRC Definition .............................................16 Loans No Provision for .......................................49 Lump-sum Benefit ...........................................43 Definition .............................................17 Ownership of certificate ...................................47 Payment to an Estate, Guardian, Trustee, etc. ..............52 Proof of Survival ..........................................54 Report of Accumulation .....................................46 Retirement Plan Definition..............................................18 Right to Amend .............................................55 Right to Split Your Certificate ............................56 Rules of the Fund Definition .............................................19 Service of Process upon CREF ...............................53 Spouse's Rights ............................................44 Definition .............................................21 Waiver of ..............................................45 Termination of Employment ..................................23 Transfer ...................................................42 Definition .............................................24 Valuation Day Definition .............................................25
COLLEGE RETIREMENT EQUITIES FUND Date of First Date Certificate Annual Calculation of Number Payment Method * Birth DA00000-0 12 01 1991 Payee DOE, John J R 04 01 1920 Calculation DOE, Mary R 04 01 1923 Beneficiary Date of Issue Social Security Issue Number [ 04/01/1991 999-99-9999 ]
INITIAL CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR APPLYING PROCEEDS OF [ $10,000.00 ] FROM CERTIFICATE NUMBER [ P000000-0 ] TO THIS CERTIFICATE. THE INITIAL CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. THE INITIAL CONSIDERATION HAS BEEN APPLIED TO PURCHASE THE FOLLOWING ACCUMULATION UNITS: ACCUMULATION UNITS AT ISSUE STOCK ACCOUNT: 100.000 MONEY MARKET ACCOUNT: 100.000 SOCIAL CHOICE ACCOUNT: 100.000 BOND ACCOUNT: 100.000 GLOBAL EQUITIES ACCOUNT: 100.000 GROWTH ACCOUNT: 100.000 EQUITY INDEX ACCOUNT: 100.000 INITIAL PAYMENT. THE INITIAL PAYMENT IS $500. INITIAL EXCLUDED AMOUNT. THE INITIAL EXCLUDED AMOUNT IS [ $6,500.00 ] * R = RECALCULATION METHOD Y = STRAIGHT-LINE METHOD COLLEGE RETIREMENT EQUITIES FUND BENEFICIARY DESIGNATION PRIMARY BENEFICIARIES NAME DATE OF BIRTH RELATIONSHIP TO PARTICIPANT [ * Mary Doe 04 01 1923 wife ] CONTINGENT BENEFICIARIES NAME DATE OF BIRTH RELATIONSHIP TO PARTICIPANT [ Jane Doe 06 23 1946 daughter ] [ * Calculation Beneficiary ] PART A: TERMS USED IN THIS CONTRACT 1. Accounts. CREF maintains the following four investment Accounts,each with its own distinct investment portfolio: The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities. The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade bonds. The CREF Social Choice Account maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. As of the date of such deletion, CREF will transfer your Accumulation Units, if any, in such Account, to the CREF Money Market Account unless you notify CREF otherwise. 2. Accumulation Units. Each CREF Account maintains a separate Accumulation Unit value. The value of each Accumulation Unit will change from time to time to reflect the CREF Account's investment experience, and will be determined in accordance with the Rules of the Fund. 3. Your Accumulation is the sum of the value of all of your Accumulation Units in all of the Accounts under this Certificate. It will provide the benefits described in this certificate. 4. Number of Accumulation Units. The number of your Accumulation Units at issue and the Accounts under your Certificate in which they participate are shown on Page 3. The number of your Accumulation Units in any Account under your Certificate will be increased by: A) any Considerations paid to that Account under your Certificate; B) any Transfers to that Account under your Certificate from another CREF Account; and reduced by: C) any Initial and Annual Payments paid from that Account; D) any application of Accumulation Units from that Account to provide a Unit-Annuity; E) any Lump-sum Benefits paid from that Account; and F) any Transfers from that Account to TIAA, another CREF account, or another funding vehicle. 5. The Annual Payment is the amount payable to you each December 1 as described in Part C. 6. An Annuity Unit is the unit of payment for all Unit-Annuity benefits. The CREF Stock and CREF Money Market Accounts maintain separate Annuity Units. All CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are available from the CREF Stock Account and the CREF Money Market Account. The current value of an Annuity Unit will change from time to time to reflect changes in CREF's investment, mortality, and expense experience. The dollar value of any Unit-Annuity payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. 7. A Unit-Annuity is a series of payments of the then current value of a fixed number of Annuity Units. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund using actuarial methods. A Unit-Annuity Benefit may be elected subject to the restrictions described in Part E. 8. The Beneficiary is the person you name to receive any payments remaining due at your death. The primary and contingent beneficiaries are named on Page 5. 9. A Business Day is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. 10. Calculation Beneficiary. The life expectancy of a Calculation Beneficiary may be used in the calculation of the Annual Payment. If you have selected a Calculation Beneficiary, that person is named on Page 3. 11. Commuted Value. The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments. The Commuted Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund, in which it is referred to as the Present Value. 12. The Death Benefit is the current value of your Accumulation Units. It will be used to pay your Beneficiary an income under one of the methods set forth in Part D. 13. Your Employer is the organization that remitted premiums to the certificate named on Page 3 that provided the consideration for this certificate. More than one Employer may have remitted premiums to that certificate. 14. ERISA is the Employee Retirement Income Security Act of 1974, as amended. 15. A Funding Vehicle is an annuity or other investment fund established to provide retirement benefits from monies remitted under a Retirement Plan. 16. The IRC is the Internal Revenue Code of 1986, as amended. 17. A Lump-sum Benefit may be available to you after Termination of Employment. The availability and amount of the Lump-sum Benefit may be limited under the Rules of the Fund. The provisions concerning this benefit are detailed in Part G. 18. A Retirement Plan is an Employer's plan, qualified under IRC Sections 401(a), 403(a), or 403(b), for providing retirement benefits for employees. 19. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the Fund was furnished to you when this certificate was issued; you will be notified of all amendments to such Rules. 20. A Single Life Unit-Annuity provides a payment to you each month for as long as you live. Subject to applicable restrictions, you may choose a guaranteed period of 10, 15 or 20 years, or no guaranteed period. If you die before the end of a chosen guaranteed period, the monthly payments will continue to the end of that period. Once payments have begun under this option no change may be made. A Single Life Unit-Annuity may be available to you as described in Part E. 21. Spouse's Rights. If your Accumulation is subject to ERISA, your spouse may have rights to a Survivor Retirement Benefit, as explained in Part H. Your spouse's right to these benefits may limit your choice of Unit-Annuity Benefit, Beneficiary, Lump-sum Benefit, or Transfer. 22. A Survivor Unit-Annuity provides a payment to you each month for as long as you live, and will be continued to your Calculation Beneficiary for his or her life if he or she survives you. Payments after the death of you or your Calculation Beneficiary may be reduced in accordance with the annuity option you choose. Subject to applicable restrictions, you may choose a guaranteed period of 10, 15 or 20 years, or no guaranteed period. If you and your Calculation Beneficiary die before the end of a chosen guaranteed period, the monthly payments will continue to the end of that period. Once payments have begun under this option no change may be made. A Survivor Unit-Annuity may be available to you as described in Part E. 23. Termination of Employment is a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations or other events not in fact a termination of employment will not be considered a Termination of Employment. 24. A Transfer is the use of the value of some or all of your Accumulation Units to purchase fixed-dollar benefits under a TIAA pay-out annuity contract, Accumulation Units in another CREF Account, or benefits through another Funding Vehicle not offered by TIAA or CREF. The conditions applying to Transfers are set forth in Part F. 25. A Valuation Day is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. PART B: CERTIFICATE AND CONSIDERATIONS 26. The Certificate. We have issued this certificate in return for your completed application and the consideration as stated on Page 3. Any endorsement or amendment of this certificate, or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. All considerations and benefits are payable at CREF's home office in New York, NY. 27. Considerations are all amounts paid to purchase benefits under this contract. Any Considerations for this certificate must be transferred directly from another CREF certificate. CREF will accept Considerations any time while this certificate is in force. PART C: YOUR ANNUAL PAYMENT 28. Annual Payments will be made to you each December, beginning as of the Date of First Annual Payment if you are then alive. Annual payments will continue to you until the year in which the Life Expectancy is less than or equal to one year, when your Annual Payment will include your remaining Accumulation. No further payments will be made to you after the Annual Payment in the year in which the Life Expectancy is less than or equal to one. 29. Amount of Annual Payments. The amount of the payment to be made each December will be the Accumulation as of the previous December 31, less the Excluded Amount, all divided by the Life Expectancy as of the current year. The Annual Payment may be adjusted if additional Considerations have been paid or amounts have been withdrawn during the current calendar year. In no case will the Annual Payment exceed your total Accumulation as of the date the payment is made. If the calculated value is less than $25, the Annual Payment will be $25, or if less, your total Accumulation. 30. The Excluded Amount is that portion of the Accumulation that will not be included in the calculation of the Annual Payment. The initial Excluded Amount is shown on Page 3. The Excluded Amount will be adjusted if any Lump-sum Benefits or Transfers are paid, and if any Considerations after the Initial Consideration are received. The Excluded Amount may be reduced at your request, or if required by Federal tax law, and will be reduced to zero upon your attainment of age 75. 31. The Life Expectancy as of any year will be calculated in accordance with IRC Section 401(a)(9) and the regulations issued thereunder. If your Calculation Beneficiary dies while you are receiving Annual Payments, you must notify us so that the calculation may be changed as necessary to comply with Federal tax law. 32. The Calculation Method shown on Page 3 will determine how the Life Expectancy is calculated. Use of the Recalculation Method for an individual indicates that the Life Expectancy, with respect to that individual, will be recalculated each year. Use of the Straight-line Method for an individual indicates that the Life Expectancy, with respect to that individual, will be calculated at the Date of Issue, and reduced by one for each calendar year that has elapsed since that date. 33. Change of Calculation Beneficiary. If you have selected a Calculation Beneficiary, that person is named on Page 3. Your right to change the Calculation Beneficiary may be limited by Federal tax law. If you change a primary Beneficiary after the Date of Issue, or if you have more than one primary Beneficiary, the Calculation Beneficiary, if any, may have to be changed to comply with Federal tax law. 34. An Initial Payment may be made to you as of the Date of Issue if necessary to meet the requirements of IRC Section 401(a)(9). The amount of any Initial Payment is shown on Page 3. If an Initial Payment is made, the first Annual Payment will be reduced by the amount of the Initial Payment divided by the Life Expectancy as of the year of the first Annual Payment. 35. Allocation Among Accounts. Your Accumulation will be reduced by the amount of each Annual Payment. You may tell us how to allocate the reduction among the Accounts under your Certificate. You may reduce your Accumulation Units in an Account by any whole number percentage of the Annual Payment. You may change your allocation from time to time, as explained in Section 51. If we do not have a valid allocation, or if the value of your Accumulation Units in any Account under your Certificate is not sufficient to cover the allocated portion of the Annual Payment, your Accumulation Units in the Accounts under your Certificate will be reduced in proportion to their share of your total Accumulation. PART D: DEATH BENEFIT 36. Payment of the Death Benefit. If you die before the entire Accumulation is paid out, CREF will pay the Death Benefit to your Beneficiary under one of the Methods of Payment set forth in Section 37. You may choose the Method during your lifetime as explained in Section 51. If you do not so choose, your Beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your Beneficiary may change the Method chosen by you, if you so provide. 37. Methods of Payment. The Death Benefit will be paid to your Beneficiary as follows: A) your Accumulation may be paid in one sum; B) your Accumulation may be applied to a Unit-Annuity, as described in Part E; or C) if a surviving Beneficiary is the Calculation Beneficiary, Annual Payments may be continued under a new Minimum Distribution Annuity Certificate. 38. The Beneficiary is the person you name to receive any payments remaining due at your death. Different classes of beneficiaries, such as primary (first) and contingent (secondary), may be designated. These classes set the order of payment. If a class contains more than one person, any payments remaining due at your death will be paid to the then living persons in a class in equal shares, unless provided otherwise. For example, if you die before the entire Accumulation is paid out with your spouse having been named as primary beneficiary and "my children" as equal contingent beneficiaries, your spouse would receive any payments remaining due upon surviving you. But if your spouse did not survive you, then your surviving children would receive equal shares of any payments remaining due. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless otherwise specified, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your brother or your sister. If you name your estate as beneficiary, or if none of the beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die never having named a beneficiary, your estate and your surviving spouse become the beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive one-half of your Accumulation in one sum, and your estate will receive one-half of your Accumulation in one sum. You may change your Beneficiary or add or delete Beneficiaries, unless otherwise specified on Page 5, by written notice to CREF as explained in Section 51. Any change in Beneficiary is subject to the rights of your spouse, if any, as described in Part H. Any change in a primary Beneficiary may require a change in the Calculation Beneficiary, if any, to comply with Federal tax law. PART E: UNIT-ANNUITY BENEFIT 39. Choosing an Annuity. You or your surviving Beneficiary may apply your Accumulation to purchase a Unit-Annuity for a Fixed Period of no less than five years, nor more than the lesser of 30 years or the Life Expectancy. A Unit-Annuity for a Fixed Period is only available after Termination of Employment. If you or your surviving Calculation Beneficiary are under the Recalculation Method and have not yet attained age 90, you may alternatively choose a Single Life Unit-Annuity with or without a Guaranteed Period. If you and your surviving Calculation Beneficiary are both under the Recalculation Method and have not yet attained age 90, you may alternatively choose any Survivor Unit-Annuity then being offered by CREF, with or without a Guaranteed Period. No guaranteed or fixed period can extend beyond the Life Expectancy, as calculated in the calendar year in which you begin Annuity Payments. The choice of any annuity is subject to Federal tax law limitations. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to receive a Unit-Annuity for a Fixed Period may be limited in accordance with the Rules of the Fund. If your Accumulation is subject to ERISA, then your choice of an annuity is subject to the right of your spouse, if any, to benefits as explained in Part H. 40. The Number of Annuity Units in each Account under your pay-out certificate will be determined in accordance with the Rules of the Fund as of the date annuity payments start by: A) the value of your Accumulation Units in that Account under your Certificate at that time; B) the form of annuity chosen; C) if you choose a lifetime Unit-Annuity, your age, and the age of your Second Participant if any; and D) the value of that Account's Annuity Unit at that time. If your initial Unit-Annuity payment would be less than $25 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in payments of $25 or more and the shortest interval between payments. 41. Benefits Based on Incorrect Data. If the amount of Annuity Benefits is determined by data as to a person's age or any other factor that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. PART F: TRANSFERS 42. You may Transfer some or all of your Accumulation Units from a CREF Account under your Certificate (a) to purchase Accumulation Units in one of the other CREF Accounts under your Certificate, (b) to purchase a fixed dollar TIAA pay-out annuity contract, or (c) to a Funding Vehicle not offered by CREF or TIAA. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to transfer to the Bond Market Account, to the Social Choice Account, to any future CREF Account, or to a Funding Vehicle not offered by CREF or TIAA, may be limited in accordance with the Rules of the Fund. If your Contract qualifies under IRC Section 403(b), then a tax-free Transfer may be made only to a Funding Vehicle established under IRC Section 403(b). If your Accumulation is subject to ERISA, your right to Transfer to some Funding Vehicles may be subject to the rights of your spouse, if any, as described in Part H. If you choose to Transfer, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF:(a) your request for a Transfer; and (b) when required by law, if your Accumulation is subject to the ERISA requirements described in Part H, a Waiver of Spouse's Rights or proof that you are not married. You may choose to defer the effective date of the Transfer until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Transfer cannot be revoked after the effective date of such Transfer. If you Transfer to a TIAA pay-out annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract. If all of your Accumulation Units under your Certificate are withdrawn as a Transfer, all obligations of CREF to you under the contract are fulfilled. CREF may limit Transfers to not more than twice in any calendar year. PART G: LUMP-SUM BENEFIT 43. LUMP-SUM BENEFIT. After Termination of Employment, you may choose to receive a Lump-sum Benefit from some or all of a specified Account's Accumulation Units. Any choice of Lump-sum Benefit must be made by written notice to CREF as explained in Section 51. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to a Lump-sum Benefit may be limited in accordance with the Rules of the Fund. If your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse, if any, as described in Part H. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; B) if your Accumulation is subject to the ERISA requirements described in Part H, a Waiver of Spouse's Rights or proof that you are not married; and C) verification of Termination of Employment. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under your Certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this Certificate are fulfilled. PART H: SPOUSE'S RIGHTS TO BENEFITS 44. Spouse's Right to Benefits. If A) you are married on the date you elect an Annuity or Lump-sum Benefit, or on the date you request a change in Beneficiary, and B) all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA, and C) a plan contribution has been paid on your behalf after August 22, 1984, then, only to the extent required by the IRC or ERISA, your rights to choose a Unit-Annuity Benefit, change a Beneficiary for the Death Benefit, or receive a Lump-sum Benefit are restricted by the right of your spouse to a Survivor Retirement Benefit. Transfers to some Funding Vehicles may also be restricted under this section. Your spouse may consent to a waiver of his or her rights to this benefit, as explained in Section 45. 45. Waiver of Spouse's Rights. Your spouse must consent to a waiver of his or her right to survivor benefits before you can choose: A) a Unit-Annuity Benefit other than a Survivor Unit-Annuity with your spouse as Second Participant; B) Beneficiaries who are not your spouse for more than half of the Death Benefit; C) a Lump-sum Benefit; or D) to the extent required by law, a Transfer. In order to waive the right to a Survivor Retirement Benefit we must receive, in form satisfactory to CREF, your spouse's written consent, or verification that your spouse cannot be located. A waiver of rights with respect to a Unit-Annuity or Lump-sum Benefit may be made by you and consented to by your spouse no earlier than 90 days before the date you elect the Benefit. Verification of your marital status may be required, in a form satisfactory to CREF, for purposes of establishing your spouse's right to benefits or a waiver of these rights. You may revoke a waiver of your spouse's rights to benefits at any time during your lifetime. Your spouse may not revoke a consent after the consent has been given. PART I: GENERAL PROVISIONS 46. Report of Accumulation. Once each year we will mail you a report for the year just ended. It will show the value of your Accumulation as of the end of the year. 47. Ownership of certificate. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it. 48. No Assignment. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 49. No Loans. This certificate does not provide for loans. 50. Protection Against Claims of Creditors. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 51. Procedure for Elections and Changes.An election or change may be made, in accordance with the terms of your contract, by written notice satisfactory to CREF. No such notice will take effect unless it is received by CREF at its home office in New York, NY. When notice of a change in Beneficiary or person named to receive payments remaining due is received, it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. When any other notice is received, it will take effect as of the date it is received. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability even though our acts were contrary to what was stated in the notice. 52. Payment to an Estate, Guardian, Trustee, etc. CREF may pay in one sum the Commuted Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 53. Service of Process upon CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico, or Canada, provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 54. Proof of Survival. CREF may require satisfactory proof that anyone named to receive benefits, or anyone whose life expectancy is used in the calculation of benefits under the terms of your certificate is alive on the date any payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit-Annuity Option CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 55. Right to Amend. CREF reserves the right to: A) apply the provisions of this certificate in a manner which CREF believes is consistent with Federal tax law; and B) amend this certificate if necessary to comply with Federal tax law. When required by law, CREF will obtain the approval of any appropriate regulatory authority. 56. CREF's Right to Split Your Certificate. If your right to a Lump-sum Benefit, a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all your Accumulation Units, CREF may split your certificate into two or more CREF certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain Transfers may not be available to you until CREF has split your certificate. 57. Compliance with Laws and Regulations. CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of this certificate. If, as of the Date of Issue, this certificate conflicts with any applicable State law or regulation, such State law or regulation will prevail. The choice of Unit-Annuity Benefit, Lump-sum Benefit, Method of Payment of the Death Benefit, Beneficiary, or Second Participant as set forth in the certificate is subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of ERISA and the IRC and any rulings and regulations issued under ERISA and the IRC. 58. Correspondence. No notice, application, or form will be deemed to be received by us unless it is received at our home office in New York, NY. All benefits are payable at our home office in New York, NY. Any questions about this certificate or inquiries about our service should be directed to us at our address: CREF 730 Third Avenue New York, NY 10017 COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017 TELEPHONE: 800-842-2733 MINIMUM DISTRIBUTION ANNUITY CERTIFICATE Date of First Certificate Annual Payment Calculation Date of Birth Number Mo. Day Yr. Method Mo. Day Yr. DA00000-0 12 01 1991 Payee DOE, JOHN J R 04 01 1920 Calculation DOE, MARY R 04 01 1923 Beneficiary This Certificate states that you, as the owner ("Payee") of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF" or "Fund"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate will provide Annual Payments to you. The Annual Payments will vary each year in accordance with the procedure described in Part C. Annual Payments will continue until the year in which the Life Expectancy, as defined in Part C, is less than or equal to one year, when your remaining Accumulation will be paid to you in one sum. Your life expectancy and the life expectancy of your Calculation Beneficiary, if any, as shown above, will be used in the calculation of the Initial and Annual Payments. If your Calculation Beneficiary dies while you are receiving Annual Payments, you must notify us so that the calculation may be changed as necessary to comply with Federal tax law. If you die before the entire Accumulation is paid out, your remaining Accumulation will provide a benefit for your Beneficiary under one of the methods described in your certificate. Any Considerations for this certificate must be transferred directly from another CREF certificate. Each consideration paid to CREF purchases a number of Accumulation Units representing your share in CREF. Before you attain age 90, you may, to the extent permitted by Federal tax law, convert these into a lifetime income of Annuity Units. Once each year we will report to you on the then current value of your remaining Accumulation Units. You may also be permitted to choose a Lump-sum Benefit payment after Termination of Employment, in accordance with the Rules of the Fund. You, or your Beneficiary at your death, may have CREF pay the value of some or all of your remaining Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") for the purchase of a fixed dollar pay-out annuity contract, as explained in your certificate. You may also have CREF pay the value of some or all of your remaining Accumulation Units to other Funding Vehicles offered under your Employer's Retirement Plan. /s/ John H. Biggs ------------------------ Chairman and Chief Executive Officer THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF BENEFITS. INDEX OF PROVISIONS Section Accounts Definition ..............................................1 Accumulation Definition ..............................................3 Accumulation Units Definition ..............................................2 Number of ...............................................4 Annual Payments ............................................28 Allocation Among Accounts ..............................35 Amount of ..............................................29 Calculation Beneficiary ................................10 Calculation Method .....................................32 Change of Calculation Beneficiary .......................................33 Definition ..............................................5 Excluded Amount ........................................30 Initial Payment ........................................34 Life Expectancy ........................................31 Annuity Benefit ............................................39 Annuity Unit ............................................6 Benefits Based on Incorrect Data .......................41 Number of Annuity Units ................................40 Single Life Unit-Annuity ...............................20 Survivor Unit- Annuity .................................22 Unit-Annuity ............................................7 Assignment Void and of No Effect ..................................48 Business Day ................................................9 Certificate Changes of .............................................26 Claims of Creditors Protection Against .....................................50 Commuted Value Definition .............................................11 Compliance with Laws and Regulations .......................57 Considerations .............................................27 Correspondence .............................................58 Death Benefit Beneficiary .............................................8 Change of Beneficiary ..................................38 Definition .............................................12 Methods of Payment .....................................37 Payment of .............................................36 Elections and Changes Procedure ..............................................51 Employer Definition .............................................13 ERISA Definition .............................................14 Funding Vehicle Definition .............................................15 IRC Definition .............................................16 Loans No Provision for .......................................49 Lump-sum Benefit ...........................................43 Definition .............................................17 Ownership of certificate ...................................47 Payment to an Estate, Guardian, Trustee, etc. ..............52 Proof of Survival ..........................................54 Report of Accumulation .....................................46 Retirement Plan Definition..............................................18 Right to Amend .............................................55 Right to Split Your Certificate ............................56 Rules of the Fund Definition .............................................19 Service of Process upon CREF ...............................53 Spouse's Rights ............................................44 Definition .............................................21 Waiver of ..............................................45 Termination of Employment ..................................23 Transfer ...................................................42 Definition .............................................24 Valuation Day Definition .............................................25 COLLEGE RETIREMENT EQUITIES FUND
Date of First Date Certificate Annual Calculation of Number Payment Method * Birth DA00000-0 12 01 1991 Payee DOE, John J R 04 01 1920 Calculation DOE, Mary R 04 01 1923 Beneficiary Date of Issue Social Security Issue Number [ 04/01/1991 999-99-9999 ]
INITIAL CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR APPLYING PROCEEDS OF [ $10,000.00 ] FROM CERTIFICATE NUMBER [ P000000-0 ] TO THIS CERTIFICATE. THE INITIAL CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE IN NEW YORK, NEW YORK. THE INITIAL CONSIDERATION HAS BEEN APPLIED TO PURCHASE THE FOLLOWING ACCUMULATION UNITS: ACCUMULATION UNITS AT ISSUE STOCK ACCOUNT: 100.000 MONEY MARKET ACCOUNT: 100.000 SOCIAL CHOICE ACCOUNT: 100.000 BOND ACCOUNT: 100.000 GLOBAL EQUITIES ACCOUNT: 100.000 GROWTH ACCOUNT: 100.000 EQUITY INDEX ACCOUNT: 100.000 INITIAL PAYMENT. THE INITIAL PAYMENT IS $500. INITIAL EXCLUDED AMOUNT. THE INITIAL EXCLUDED AMOUNT IS [ $6,500.00 ] * R = RECALCULATION METHOD Y = STRAIGHT-LINE METHOD This page is intentionally blank. COLLEGE RETIREMENT EQUITIES FUND BENEFICIARY DESIGNATION PRIMARY BENEFICIARIES NAME DATE OF BIRTH RELATIONSHIP TO PARTICIPANT [ * Mary Doe 04 01 1923 wife ] CONTINGENT BENEFICIARIES NAME DATE OF BIRTH RELATIONSHIP TO PARTICIPANT [ Jane Doe 06 23 1946 daughter ] [ * Calculation Beneficiary ] PART A: TERMS USED IN THIS CONTRACT 1. ACCOUNTS. CREF maintains the following four investment Accounts, each with its own distinct investment portfolio: The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of short-term debt securities. The CREF BOND MARKET ACCOUNT maintains a portfolio consisting primarily of investment grade bonds. The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. As of the date of such deletion, CREF will transfer your Accumulation Units, if any, in such Account, to the CREF Money Market Account unless you notify CREF otherwise. 2. ACCUMULATION UNITS. Each CREF Account maintains a separate Accumulation Unit value. The value of each Accumulation Unit will change from time to time to reflect the CREF Account's investment experience, and will be determined in accordance with the Rules of the Fund. 3. Your ACCUMULATION is the sum of the value of all of your Accumulation Units in all of the Accounts under this Certificate. It will provide the benefits described in this certificate. 4. NUMBER OF ACCUMULATION UNITS. The number of your Accumulation Units at issue and the Accounts under your Certificate in which they participate are shown on Page 3. The number of your Accumulation Units in any Account under your Certificate will be increased by: A) any Considerations paid to that Account under your Certificate; B) any Transfers to that Account under your Certificate from another CREF Account; and reduced by: C) any Initial and Annual Payments paid from that Account; D) any application of Accumulation Units from that Account to provide a Unit-Annuity; E) any Lump-sum Benefits paid from that Account; and F) any Transfers from that Account to TIAA, another CREF account, or another funding vehicle. 5. The ANNUAL PAYMENT is the amount payable to you each December 1 as described in Part C. 6. An ANNUITY UNIT is the unit of payment for all Unit-Annuity benefits. The CREF Stock and CREF Money Market Accounts maintain separate Annuity Units. All CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are available from the CREF Stock Account and the CREF Money Market Account. The current value of an Annuity Unit will change from time to time to reflect changes in CREF's investment, mortality, and expense experience. The dollar value of any Unit-Annuity payment will be the product of the number of Annuity Units to be paid and the then current value of an Annuity Unit. 7. A UNIT-ANNUITY is a series of payments of the then current value of a fixed number of Annuity Units. The number of Annuity Units to be paid and their then current value will be determined in accordance with the Rules of the Fund using actuarial methods. A Unit-Annuity Benefit may be elected subject to the restrictions described in Part E. 8. The BENEFICIARY is the person you name to receive any payments remaining due at your death. The primary and contingent beneficiaries are named on Page 5. 9. A BUSINESS DAY is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. 10. CALCULATION BENEFICIARY. The life expectancy of a Calculation Beneficiary may be used in the calculation of the Annual Payment. If you have selected a Calculation Beneficiary, that person is named on Page 3. 11. COMMUTED VALUE. The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments. The Commuted Value of a series of payments of Annuity Units is computed in accordance with the Rules of the Fund, in which it is referred to as the Present Value. 12. The DEATH BENEFIT is the current value of your Accumulation Units. It will be used to pay your Beneficiary an income under one of the methods set forth in Part D. 13. Your EMPLOYER is the organization that remitted premiums to the certificate named on Page 3 that provided the consideration for this certificate. More than one Employer may have remitted premiums to that certificate. 14. ERISA is the Employee Retirement Income Security Act of 1974, as amended. 15. A FUNDING VEHICLE is an annuity or other investment fund established to provide retirement benefits from monies remitted under a Retirement Plan. 16. The IRC is the Internal Revenue Code of 1986, as amended. 17. A LUMP-SUM BENEFIT may be available to you after Termination of Employment. The availability and amount of the Lump-sum Benefit may be limited under the Rules of the Fund. The provisions concerning this benefit are detailed in Part G. 18. A RETIREMENT PLAN is an Employer's plan, qualified under IRC Sections 401(a), 403(a), or 403(b), for providing retirement benefits for employees. 19. The RULES OF THE FUND govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the Fund was furnished to you when this certificate was issued; you will be notified of all amendments to such Rules. 20. A SINGLE LIFE UNIT-ANNUITY provides a payment to you each month for as long as you live. Subject to applicable restrictions, you may choose a guaranteed period of 10, 15 or 20 years, or no guaranteed period. If you die before the end of a chosen guaranteed period, the monthly payments will continue to the end of that period. Once payments have begun under this option no change may be made. A Single Life Unit-Annuity may be available to you as described in Part E. 21. SPOUSE'S RIGHTS. If your Accumulation is subject to ERISA, your spouse may have rights to a Survivor Retirement Benefit, as explained in Part H. Your spouse's right to these benefits may limit your choice of Unit-Annuity Benefit, Beneficiary, Lump-sum Benefit, or Transfer. 22. A SURVIVOR UNIT-ANNUITY provides a payment to you each month for as long as you live, and will be continued to your Calculation Beneficiary for his or her life if he or she survives you. Payments after the death of you or your Calculation Beneficiary may be reduced in accordance with the annuity option you choose. Subject to applicable restrictions, you may choose a guaranteed period of 10, 15 or 20 years, or no guaranteed period. If you and your Calculation Beneficiary die before the end of a chosen guaranteed period, the monthly payments will continue to the end of that period. Once payments have begun under this option no change may be made. A Survivor Unit-Annuity may be available to you as described in Part E. 23. TERMINATION OF EMPLOYMENT is a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations or other events not in fact a termination of employment will not be considered a Termination of Employment. 24. A TRANSFER is the use of the value of some or all of your Accumulation Units to purchase fixed-dollar benefits under a TIAA pay-out annuity contract, Accumulation Units in another CREF Account, or benefits through another Funding Vehicle not offered by TIAA or CREF. The conditions applying to Transfers are set forth in Part F. 25. A VALUATION DAY is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. PART B: CERTIFICATE AND CONSIDERATIONS 26. THE CERTIFICATE. We have issued this certificate in return for your completed application and the consideration as stated on Page 3. Any endorsement or amendment of this certificate, or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. All considerations and benefits are payable at CREF's home office in New York, NY. 27. CONSIDERATIONS are all amounts paid to purchase benefits under this contract. Any Considerations for this certificate must be transferred directly from another CREF certificate. CREF will accept Considerations any time while this certificate is in force. PART C: YOUR ANNUAL PAYMENT 28. ANNUAL PAYMENTS will be made to you each December, beginning as of the Date of First Annual Payment if you are then alive. Annual payments will continue to you until the year in which the Life Expectancy is less than or equal to one year, when your Annual Payment will include your remaining Accumulation. No further payments will be made to you after the Annual Payment in the year in which the Life Expectancy is less than or equal to one. 29. AMOUNT OF ANNUAL PAYMENTS. The amount of the payment to be made each December will be the Accumulation as of the previous December 31, less the Excluded Amount, all divided by the Life Expectancy as of the current year. The Annual Payment may be adjusted if additional Considerations have been paid or amounts have been withdrawn during the current calendar year. In no case will the Annual Payment exceed your total Accumulation as of the date the payment is made. If the calculated value is less than $25, the Annual Payment will be $25, or if less, your total Accumulation. 30. The EXCLUDED AMOUNT is that portion of the Accumulation that will not be included in the calculation of the Annual Payment. The initial Excluded Amount is shown on Page 3. The Excluded Amount will be adjusted if any Lump-sum Benefits or Transfers are paid, and if any Considerations after the Initial Consideration are received. The Excluded Amount may be reduced at your request, or if required by Federal tax law, and will be reduced to zero upon your attainment of age 75. 31. The LIFE EXPECTANCY as of any year will be calculated in accordance with IRC Section 401(a)(9) and the regulations issued thereunder. If your Calculation Beneficiary dies while you are receiving Annual Payments, you must notify us so that the calculation may be changed as necessary to comply with Federal tax law. 32. The CALCULATION METHOD shown on Page 3 will determine how the Life Expectancy is calculated. Use of the Recalculation Method for an individual indicates that the Life Expectancy, with respect to that individual, will be recalculated each year. Use of the Straight-line Method for an individual indicates that the Life Expectancy, with respect to that individual, will be calculated at the Date of Issue, and reduced by one for each calendar year that has elapsed since that date. 33. CHANGE OF CALCULATION BENEFICIARY. If you have selected a Calculation Beneficiary, that person is named on Page 3. Your right to change the Calculation Beneficiary may be limited by Federal tax law. If you change a primary Beneficiary after the Date of Issue, or if you have more than one primary Beneficiary, the Calculation Beneficiary, if any, may have to be changed to comply with Federal tax law. 34. An INITIAL PAYMENT may be made to you as of the Date of Issue if necessary to meet the requirements of IRC Section 401(a)(9). The amount of any Initial Payment is shown on Page 3. If an Initial Payment is made, the first Annual Payment will be reduced by the amount of the Initial Payment divided by the Life Expectancy as of the year of the first Annual Payment. 35. ALLOCATION AMONG ACCOUNTS. Your Accumulation will be reduced by the amount of each Annual Payment. You may tell us how to allocate the reduction among the Accounts under your Certificate. You may reduce your Accumulation Units in an Account by any whole number percentage of the Annual Payment. You may change your allocation from time to time, as explained in Section 51. If we do not have a valid allocation, or if the value of your Accumulation Units in any Account under your Certificate is not sufficient to cover the allocated portion of the Annual Payment, your Accumulation Units in the Accounts under your Certificate will be reduced in proportion to their share of your total Accumulation. PART D: DEATH BENEFIT 36. PAYMENT OF THE DEATH BENEFIT. If you die before the entire Accumulation is paid out, CREF will pay the Death Benefit to your Beneficiary under one of the Methods of Payment set forth in Section 37. You may choose the Method during your lifetime as explained in Section 51. If you do not so choose, your Beneficiary will make the choice when he or she becomes entitled to payments. You may change the Method at any time before payments begin. After your death, your Beneficiary may change the Method chosen by you, if you so provide. 37. METHODS OF PAYMENT. The Death Benefit will be paid to your Beneficiary as follows: A) your Accumulation may be paid in one sum; B) your Accumulation may be applied to a Unit-Annuity, as described in Part E; or C) if a surviving Beneficiary is the Calculation Beneficiary, Annual Payments may be continued under a new Minimum Distribution Annuity Certificate. 38. The BENEFICIARY is the person you name to receive any payments remaining due at your death. Different classes of beneficiaries, such as primary (first) and contingent (secondary), may be designated. These classes set the order of payment. If a class contains more than one person, any payments remaining due at your death will be paid to the then living persons in a class in equal shares, unless provided otherwise. For example, if you die before the entire Accumulation is paid out with your spouse having been named as primary beneficiary and "my children" as equal contingent beneficiaries, your spouse would receive any payments remaining due upon surviving you. But if your spouse did not survive you, then your surviving children would receive equal shares of any payments remaining due. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless otherwise specified, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your brother or your sister. If you name your estate as beneficiary, or if none of the beneficiaries you have named is alive at the time of your death, the Death Benefit will be paid to your estate in one sum. If you die never having named a beneficiary, your estate and your surviving spouse become the beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive one-half of your Accumulation in one sum, and your estate will receive one-half of your Accumulation in one sum. You may change your Beneficiary or add or delete Beneficiaries, unless otherwise specified on Page 5, by written notice to CREF as explained in Section 51. Any change in Beneficiary is subject to the rights of your spouse, if any, as described in Part H. Any change in a primary Beneficiary may require a change in the Calculation Beneficiary, if any, to comply with Federal tax law. PART E: UNIT-ANNUITY BENEFIT 39. CHOOSING AN ANNUITY. You or your surviving Beneficiary may apply your Accumulation to purchase a Unit-Annuity for a Fixed Period of no less than five years, nor more than the lesser of 30 years or the Life Expectancy. A Unit-Annuity for a Fixed Period is only available after Termination of Employment. If you or your surviving Calculation Beneficiary are under the Recalculation Method and have not yet attained age 90, you may alternatively choose a Single Life Unit-Annuity with or without a Guaranteed Period. If you and your surviving Calculation Beneficiary are both under the Recalculation Method and have not yet attained age 90, you may alternatively choose any Survivor Unit-Annuity then being offered by CREF, with or without a Guaranteed Period. No guaranteed or fixed period can extend beyond the Life Expectancy, as calculated in the calendar year in which you begin Annuity Payments. The choice of any annuity is subject to Federal tax law limitations. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to receive a Unit-Annuity for a Fixed Period may be limited in accordance with the Rules of the Fund. If your Accumulation is subject to ERISA, then your choice of an annuity is subject to the right of your spouse, if any, to benefits as explained in Part H. 40. THE NUMBER OF ANNUITY UNITS in each Account under your pay-out certificate will be determined in accordance with the Rules of the Fund as of the date annuity payments start by: A) the value of your Accumulation Units in that Account under your Certificate at that time; B) the form of annuity chosen; C) if you choose a lifetime Unit-Annuity, your age, and the age of your Second Participant if any; and D) the value of that Account's Annuity Unit at that time. If your initial Unit-Annuity payment would be less than $25 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in payments of $25 or more and the shortest interval between payments. 41. BENEFITS BASED ON INCORRECT DATA. If the amount of Annuity Benefits is determined by data as to a person's age or any other factor that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund. PART F: TRANSFERS 42. You may TRANSFER some or all of your Accumulation Units from a CREF Account under your Certificate (a) to purchase Accumulation Units in one of the other CREF Accounts under your Certificate, (b) to purchase a fixed dollar TIAA pay-out annuity contract, or (c) to a Funding Vehicle not offered by CREF or TIAA. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to transfer to the Bond Market Account, to the Social Choice Account, to any future CREF Account, or to a Funding Vehicle not offered by CREF or TIAA, may be limited in accordance with the Rules of the Fund. If your Contract qualifies under IRC Section 403(b), then a tax-free Transfer may be made only to a Funding Vehicle established under IRC Section 403(b). If your Accumulation is subject to ERISA, your right to Transfer to some Funding Vehicles may be subject to the rights of your spouse, if any, as described in Part H. If you choose to Transfer, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF:(a) your request for a Transfer; and (b) when required by law, if your Accumulation is subject to the ERISA requirements described in Part H, a Waiver of Spouse's Rights or proof that you are not married. You may choose to defer the effective date of the Transfer until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Transfer cannot be revoked after the effective date of such Transfer. If you Transfer to a TIAA pay-out annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract. If all of your Accumulation Units under your Certificate are withdrawn as a Transfer, all obligations of CREF to you under the contract are fulfilled. CREF may limit Transfers to not more than twice in any calendar year. PART G: LUMP-SUM BENEFIT 43. LUMP-SUM BENEFIT. After Termination of Employment, you may choose to receive a Lump-sum Benefit from some or all of a specified Account's Accumulation Units. Any choice of Lump-sum Benefit must be made by written notice to CREF as explained in Section 51. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to a Lump-sum Benefit may be limited in accordance with the Rules of the Fund. If your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse, if any, as described in Part H. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; B) if your Accumulation is subject to the ERISA requirements described in Part H, a Waiver of Spouse's Rights or proof that you are not married; and C) verification of Termination of Employment. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under your Certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this Certificate are fulfilled. PART H: SPOUSE'S RIGHTS TO BENEFITS 44. SPOUSE'S RIGHT TO BENEFITS. If A) you are married on the date you elect an Annuity or Lump-sum Benefit, or on the date you request a change in Beneficiary, and B) all or part of your Accumulation is attributable to contributions made under a retirement plan or tax deferred annuity plan subject to ERISA, and C) a plan contribution has been paid on your behalf after August 22, 1984, then, only to the extent required by the IRC or ERISA, your rights to choose a Unit-Annuity Benefit, change a Beneficiary for the Death Benefit, or receive a Lump-sum Benefit are restricted by the right of your spouse to a Survivor Retirement Benefit. Transfers to some Funding Vehicles may also be restricted under this section. Your spouse may consent to a waiver of his or her rights to this benefit, as explained in Section 45. 45. WAIVER OF SPOUSE'S RIGHTS. Your spouse must consent to a waiver of his or her right to survivor benefits before you can choose: A) a Unit-Annuity Benefit other than a Survivor Unit-Annuity with your spouse as Second Participant; B) Beneficiaries who are not your spouse for more than half of the Death Benefit; C) a Lump-sum Benefit; or D) to the extent required by law, a Transfer. In order to waive the right to a Survivor Retirement Benefit we must receive, in form satisfactory to CREF, your spouse's written consent, or verification that your spouse cannot be located. A waiver of rights with respect to a Unit-Annuity or Lump-sum Benefit may be made by you and consented to by your spouse no earlier than 90 days before the date you elect the Benefit. Verification of your marital status may be required, in a form satisfactory to CREF, for purposes of establishing your spouse's right to benefits or a waiver of these rights. You may revoke a waiver of your spouse's rights to benefits at any time during your lifetime. Your spouse may not revoke a consent after the consent has been given. PART I: GENERAL PROVISIONS 46. REPORT OF ACCUMULATION. Once each year we will mail you a report for the year just ended. It will show the value of your Accumulation as of the end of the year. 47. OWNERSHIP OF CERTIFICATE. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it. 48. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 49. NO LOANS. This certificate does not provide for loans. 50. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 51. PROCEDURE FOR ELECTIONS AND CHANGES. An election or change may be made, in accordance with the terms of your contract, by written notice satisfactory to CREF. No such notice will take effect unless it is received by CREF at its home office in New York, NY. When notice of a change in Beneficiary or person named to receive payments remaining due is received, it will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. When any other notice is received, it will take effect as of the date it is received. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability even though our acts were contrary to what was stated in the notice. 52. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. CREF may pay in one sum the Commuted Value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 53. SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico, or Canada, provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 54. PROOF OF SURVIVAL. CREF may require satisfactory proof that anyone named to receive benefits, or anyone whose life expectancy is used in the calculation of benefits under the terms of your certificate is alive on the date any payment is due. If this proof is not received after requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a Survivor Unit-Annuity Option CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered. 55. RIGHT TO AMEND. CREF reserves the right to: A) apply the provisions of this certificate in a manner which CREF believes is consistent with Federal tax law; and B) amend this certificate if necessary to comply with Federal tax law. When required by law, CREF will obtain the approval of any appropriate regulatory authority. 56. CREF'S RIGHT TO SPLIT YOUR CERTIFICATE. If your right to a Lump-sum Benefit, a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all your Accumulation Units, CREF may split your certificate into two or more CREF certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain Transfers may not be available to you until CREF has split your certificate. 57. COMPLIANCE WITH LAWS AND REGULATIONS. CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of this certificate. If, as of the Date of Issue, this certificate conflicts with any applicable State law or regulation, such State law or regulation will prevail. The choice of Unit-Annuity Benefit, Lump-sum Benefit, Method of Payment of the Death Benefit, Beneficiary, or Second Participant as set forth in the certificate is subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of ERISA and the IRC and any rulings and regulations issued under ERISA and the IRC. 58. CORRESPONDENCE. No notice, application, or form will be deemed to be received by us unless it is received at our home office in New York, NY. All benefits are payable at our home office in New York, NY. Any questions about this certificate or inquiries about our service should be directed to us at our address: CREF 730 Third Avenue New York, NY 10017 EX-6.(G) 30 ACCUMULATION-UNIT DEPOSIT CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND NEW YORK, N.Y. ACCUMULATION-UNIT DEPOSIT CERTIFICATE Certificate Maturity Date Number Mo. Day Year P-990000-0 Participant John J. Doe 03 01 2020 Accumulation 100.000 UNITS IN THE STOCK ACCOUNT Units 100.000 UNITS IN THE MONEY MARKET ACCOUNT On Deposit 100.000 UNITS IN THE BOND MARKET ACCOUNT At Issue: 100.000 UNITS IN THE SOCIAL CHOICE ACCOUNT This is to certify that you, as the owner (Participant) of this certificate, are entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF"). This page refers briefly to some of the features of your certificate. The next pages set forth in detail the rights and obligations between CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT. GENERAL DESCRIPTION This certificate will provide a payment to you on the Maturity Date, if you are then living. If you die before the Maturity Date payment will be made to your beneficiary. The amount payable will be the value of all Accumulation Units credited to this certificate as of the date of payment. The amount of dollars payable per unit will change primarily with the changes in the value of CREF's investments. There is no guarantee of any dollar amount; you, or your beneficiary, are assured of full participation in CREF. All dollar amounts payable are determined by actuarial methods. Unless otherwise specified on Page 5, you may make withdrawals reducing the number of Accumulation Units on deposit from each CREF Account. You may also use the value of some or all of your Accumulation Units to provide for payments under any form of pay-out unit annuity then offered by CREF. Transfers between CREF Accounts may be made subject to the conditions found in Section 9. In addition, you may request CREF to transfer the value of some or all of your Accumulation Units to Teachers Insurance and Annuity Association of America ("TIAA") to purchase a pay-out annuity. The conditions applicable to these Transfers are contained in Section 10. /s/John H. Biggs -------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS. INDEX OF PROVISIONS Section Accounts ....................................................... 4 Accumulation Unit Payments ..................................... 2 Assignment - Void and of no effect .............................. 15 Beneficiary ..................................................... 11 Business Day.................................................... 6 Certificate ..................................................... 17 Change to a Pay-out Unit Annuity................................ 8 Claims of creditors - Protection against ........................ 19 Compliance with Laws and Regulations ............................ 22 Consideration .................................................. 1 Correspondence with CREF ........................................ 21 Loans - No provision for ........................................ 16 Ownership ....................................................... 14 Payment to an Estate, Trustee, etc. ............................. 20 Procedure for Elections and Changes ............................. 13 Proof of Survival .............................................. 12 Requests for Benefits ........................................... 21 Rules of the Fund .............................................. 3 Service of Process upon CREF .................................... 18 Transfer to a TIAA Dollar Pay-out Contract ...................... 10 Transfer to Another CREF Account ............................... 9 Valuation Day ................................................. 5 Withdrawal of Accumulation Units ............................... 7 COLLEGE RETIREMENT EQUITIES FUND Certificate Maturity Number Date P-990000-0 Mo. Day Year Participant John J. Doe 03 01 2020 Accumulation 100.000 UNITS IN THE STOCK ACCOUNT Units 100.000 UNITS IN THE MONEY MARKET ACCOUNT On Deposit 100.000 UNITS IN THE BOND MARKET ACCOUNT At Issue: 100.000 UNITS IN THE SOCIAL CHOICE ACCOUNT DATE OF ISSUE MO DA YEAR 03 01 1990 PROVISIONS 1. CONSIDERATION. THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF $10,000 TO THIS CERTIFICATE. THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED. THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE, 730 THIRD AVENUE, NEW YORK, NY 10017. COLLEGE RETIREMENT EQUITIES FUND BENEFICIARY DESIGNATION PRIMARY BENEFICIARY(IES) - CLASS I NAME RELATIONSHIP TO PARTICIPANT MARY DOE WIFE SECONDARY BENEFICIARY(IES) - CLASS II NAME RELATIONSHIP TO PARTICIPANT JANE DOE DAUGHTER 2. ACCUMULATION UNIT PAYMENT. If you are living on the Maturity Date, a one-sum payment will be made to you. If you die before that date, a one-sum payment will be made as a Death Benefit to the beneficiary or, if no beneficiary is then living, to your estate. A payment of the Death Benefit will be made after CREF receives this certificate and proof of your death. The dollar amount of a one-sum payment from any Account will be the product of the value of one Accumulation Unit in the Account and the number of Accumulation Units on Deposit in that Account. The number of Accumulation Units on Deposit at Issue, the Account in which they participate, and the Maturity Date are shown on Page 3. The number of Accumulation Units on Deposit in any Account will be reduced by withdrawals in accordance with Section 7, by changes to a pay-out unit annuity in accordance with Section 8, and by transfers to a TIAA pay-out contract in accordance with Section 10, and will be reduced or increased by transfers to or from another CREF Account in accordance with Section 9. The value of an Accumulation Unit will change from time to time to reflect the CREF Account's investment experience and will be determined in accordance with the Rules of the Fund. Payments are subject to any method of payment agreement or the provisions of any beneficiary designation in effect under this certificate. 3. RULES OF THE FUND. The Rules of the Fund govern all matters affecting the interest of anyone in the Fund to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy of the Rules was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules. 4. ACCOUNTS. CREF maintains the following four investment Accounts, each with its own distinct investment portfolio: The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of short-term debt securities. The CREF BOND MARKET ACCOUNT contains a portfolio consisting primarily of investment grade bonds. The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. DELETION OF A CREF ACCOUNT. CREF reserves the right to delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. As of the date of such deletion, CREF will transfer your Accumulation, if any, in such Account, to the CREF Money Market Account unless you notify CREF otherwise. 5. A VALUATION DAY is a day on which dollar values of Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. 6. A BUSINESS DAY is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. 7. WITHDRAWAL OF ACCUMULATION UNITS. If the right of withdrawal is not restricted on Page 5, you may at any time before the Maturity Date withdraw some or all of your Accumulation Units. The value of each such withdrawal must be at least $1,000. A withdrawal will be effective as of the Business Day CREF receives your written request or, if you so specify, the last day of the then current month or of a specified future month provided any withdrawal is prior to the Maturity Date. You must specify the Account or Accounts from which a withdrawal is to be made. The number of Accumulation Units on Deposit will be reduced by any Units withdrawn. If, as a result of a withdrawal, the value of all Accumulation Units on Deposit is less than $5,000, CREF reserves the right to pay you the entire value of all Accumulation Units on Deposit and to terminate this certificate. 8. CHANGE TO A PAY-OUT UNIT ANNUITY. You may have CREF apply the value of some or all of your Accumulation Units in an Account to provide benefits under any form of pay-out unit annuity then being offered by CREF. The initial monthly payment provided by such unit annuity must be at least $25. In addition, the value of the Accumulation Units remaining to your credit under this certificate must be at least $5,000 on the effective date of the unit annuity payments. Federal pension law may restrict your right to elect a pay-out unit annuity. The unit annuity payments will be effective as of the first day of the month following the Business Day in which we receive your request, or, if you choose, the first day of a specified future month. You may not revoke this change once the unit annuity payments become effective. 9. TRANSFER TO ANOTHER CREF ACCOUNT. You may have CREF use the value of some or all of your Accumulation Units to purchase Accumulation Units in any other CREF Account at their then current value. The request for such transfer is subject to the following conditions: A) the transfer will take effect and all values will be determined as of the end of the Business Day in which CREF receives your request for transfer, or, if you choose, the last day of the current month or of a specified future month; B) the request for a transfer cannot be revoked after the effective date of such transfer; C) if less than the full Accumulation in an Account is being transferred,the amount transferred from one Account to another must be at least $1,000; and D) CREF reserves the right to limit such transfers to not more than twice in any calendar year. 10.TRANSFER TO A TIAA DOLLAR PAY-OUT CONTRACT. You may have CREF transfer the value of some or all of your Accumulation Units to TIAA for the purchase of an individual pay-out contract on your life in any form then being issued by TIAA for such transfers, or for the purchase of an Annuity-Certain contract, or for the purchase of an Interest Payments contract. The pay-out rates for the TIAA contract will be the rates applying to such transfers at that time; the contract will give you the same rights as any person then applying for a similar TIAA contract. The transfer will take effect and all values will be determined as of the end of the Business Day in which we receive your request for transfer, or, if you choose, the last day of the current month or of a specified future month. You must specify the Account or Accounts from which a transfer is to be made. The request for such a transfer cannot be revoked after the effective date of such transfer. The amount transferred from any Account must be at least $1,000; however, if a TIAA Interest Payment contract is to be purchased with the amount transferred, the transfer must be at least $5,000. In addition, a transfer may be denied if the amount would cause the value of all Accumulation Units on Deposit under this certificate to fall below $5,000. Federal pension law may restrict your right to a pay-out contract from TIAA. CREF reserves the right to limit such transfers to not more than twice in any calendar year. 11.YOUR BENEFICIARY. Beneficiaries are persons you name, in a form satisfactory to CREF, to receive any payments remaining due at your death. You may designate different classes of beneficiaries, such as primary (first) and contingent (secondary). These classes set the order of payment. If a class contains more than one person, any payments remaining due at your death will be paid to the then living persons in a class in equal shares, unless you provide otherwise. For example, if you die before the Maturity Date having named your spouse as primary beneficiary and "children" as equal contingent beneficiaries, your spouse would receive the Death Benefit if he or she survived you. But if your spouse did not survive you, then your children would receive equal shares of the Death Benefit. You may change, add, or delete beneficiaries, unless otherwise specified on Page 5. The terms "children" or "my children" may be used to name a class of beneficiaries, either primary or contingent. Unless you specify otherwise, these terms will mean all children born of your marriage or marriages and any children legally adopted by you. The term "children" also has the same inclusive meaning when used to name as beneficiaries the children of your spouse, your child, your brother or your sister. 12.PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of your certificate is alive on the date any payment is due. If this proof is not received by us after requested in writing, CREF will have the right to withhold payments entirely until such proof is received. 13.PROCEDURE FOR ELECTIONS AND CHANGES. You may elect or change, in accordance with the terms of your certificate, any of the following by written notice satisfactory to CREF sent to its home office in New York, NY: A) the beneficiary; B) a withdrawal of Accumulation Units; C) a transfer of Accumulation Units to another CREF Account; D) the application of Accumulation Units to provide benefits under a CREF pay-out unit annuity; or E) the transfer of Accumulation Units to TIAA. No such notice will take effect unless it has been received by CREF. When received the notice will take effect as of the date it was signed, whether or not the signer is living at the time we receive it. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability that is due to our acts being contrary to what was stated in the notice. 14.OWNERSHIP. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by this certificate without the consent of any other person. 15.NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. 16.NO LOANS. This certificate does not provide for loans. 17.THE CERTIFICATE. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an Executive Officer or Registrar of CREF. The consideration has been delivered and all benefits are payable at CREF's home office in New York, NY. 18.SERVICE OF PROCESS UPON CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States, Puerto Rico or Canada provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district, territory, or province in which the action or suit is brought. This Section does not waive any of our rights, including the right to remove such action or suit to another court. 19.PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law. This protection is contained in the statute of the State of New York establishing CREF. 20.PAYMENT TO AN ESTATE, TRUSTEE, ETC. CREF will not be responsible for the acts or neglects of any executor, trustee, guardian, or other third party to whom payment is made. 21.CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form, or request for benefits will be deemed to be received by us unless it is received at our home office. Any questions about this certificate or inquiries about our service should be sent to us at our address: CREF 730 Third Avenue New York, NY 10017. 22.COMPLIANCE WITH LAWS AND REGULATIONS. CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of this certificate. If this certificate conflicts with any applicable law or regulation, such law or regulation will prevail. EX-6.(H)(I) 31 ENDORSEMENT UNIT-ANNUITY CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. The Rules of the Fund may limit your right to allocate premiums to this Account, Transfer funds to this Account, or choose an Income Option from this Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. RESTRICTIONS ON DISTRIBUTION OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) attain age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; or (4) become disabled within the meaning of IRC Section 72(m)(7). In the case of hardship, IRC Section 403(b) requires that any earnings credited after December 31, 1988 and, in addition any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) that are not elective deferrals under a salary reduction agreement, will not be available for distribution. Any request for an early withdrawal due to disability must be submitted with evidence of the disability on forms satisfactory to CREF and not inconsistent with applicable law. CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(H)(II) 32 ENDORSEMENT SUPPLEMENTAL CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: [________, 1993] This endorsement is part of your agreement with CREF, which also includes any prior endorsements. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement, then attach it to your certificate. A new option is added to the INCOME OPTIONS provision: MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you attain age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision: MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The portion of the TRANSFERS provision relating to frequency of transfers is modified to read as follows: CREF may limit Transfers from each Account to not more than one in each calendar quarter. /s/ John H. Biggs ------------------------------------ CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(H)(III) 33 ENDORSEMENT ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement is part of your agreement with CREF. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement in conjunction with your certificate. Provisions regarding the CREF Accounts are added: Accounts. CREF maintains the following five investment Accounts, each with its own distinct investment portfolio: The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities and money market instruments. The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade fixed income securities. The CREF Social Choice Account maintains a portfolio consisting of common stocks, investment grade fixed income securities, and short-term debt securities. The CREF Global Equities Account maintains a broadly diversified portfolio consisting primarily of foreign and domestic common stocks. In the future, CREF may establish other Accounts with other investment portfolios. Deletion of a CREF Account or a Unit-Annuity. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, the CREF Global Equities Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account, the CREF Global Equities Account or in any future Account. Accumulation. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer your Accumulation in such Account to the CREF Money Market Account. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- Unit-Annuity. If a CREF Account is deleted or if a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. The Accumulation Units provision is replaced with: Each CREF Account maintains a separate Accumulation Unit value. The current value of each Account's Accumulation Unit is based generally on the market value of that Account's investments and will be determined in accordance with the Rules of the Fund. The following is added to the Annuity Starting Date provision: Your Annuity Starting Date may not be deferred beyond April 1 of the calendar year following the calendar year in which you reach age 70 1/2. The following is added to the Annuity Units provision: The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global Equities Accounts each maintain separate Annuity Units. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from these Accounts. The Transfer term in the Terms Used in This Certificate is replaced with: A Transfer is the use of the value of some or all of your Accumulation Units to purchase fixed-dollar benefits under a TIAA annuity contract, or to purchase Accumulation Units in another CREF Account. The conditions applying to Transfers are set forth below. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- The following Terms Used in This Certificate are added: A Business Day is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. ERISA is the Employee Retirement Income Security Act of 1974, as amended. The IRC is the Internal Revenue Code of 1986, as amended. A Valuation Day is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. The following is added to the Premium Amount provision: You may allocate any whole number percentage of a premium to a CREF Account. CREF will credit your premiums among the Accounts according to the most recent instructions CREF has received from you. A new option is added to the Income Options provision: Minimum Distribution Annuity. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. The Naming Your Beneficiary provision is modified by the following: If you die prior to the Annuity Starting Date never having named a Beneficiary, your estate and your surviving spouse, if any, become the Beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- B) if you leave a surviving spouse, your spouse will receive a Death Benefit, payable under one of the Methods of Payment, which is the actuarial equivalent of one-half of your Accumulation, as of the date Death Benefit payments are paid or begin. The remainder of your Accumulation will be paid to your estate in one sum. The following is added to the Methods of Payment of the Death Benefit provision: In accordance with federal tax law requirements, a fixed or guaranteed period chosen under any Method of Payment may not exceed your Beneficiary's life expectancy. The Death Benefit must be applied under a chosen Method of Payment within one year of the date of your death; otherwise payments will be made to your Beneficiary beginning on the first day of the month in which the first anniversary of your date of death occurs, under the Unit-Annuity for a Fixed Period method for a period of five years with payments made annually. A new method is added to the Methods of Payment of the Death Benefit provision: Minimum Distribution Annuity. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The Transfers provision is replaced with: You may apply some or all of your Accumulation Units from a CREF Account under your certificate: (a) to purchase Accumulation Units in one of the other CREF Accounts under your certificate, or (b) to purchase a TIAA fixed-dollar annuity. If you choose to Transfer, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Transfer; and B) when required by law, if your Accumulation is subject to the ERISA requirements described in the Spouse's Right to Benefits provision below, a Waiver of Spouse's Rights or proof that you are not married. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- You may choose to defer the effective date of the Transfer until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Transfer cannot be revoked after the effective date of such Transfer. If you Transfer to a TIAA annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract. The number of your Accumulation Units will be reduced by the number of units Transferred. If all of your Accumulation Units under your certificate are withdrawn as a Transfer, all obligations of CREF to you under this certificate are fulfilled. CREF may limit Transfers from each Account to not more than one in each calendar quarter. Provisions on Spouse's Rights to Benefits is added: Spouse's Rights to Benefits. If A) you are married, and B) all or part of your Accumulation is attributable to contributions made under a retirement plan or tax-deferred annuity plan subject to ERISA, and C) a plan contribution has been paid on your behalf after August 22, 1984, then, only to the extent required by the IRC or ERISA, your rights to choose an Income Option, name a Beneficiary for the Death Benefit, receive a Lump-sum Benefit, or Transfer are restricted by the rights of your spouse to benefits as follows: Spouse's Survivor Retirement Benefit. If you are married on the Annuity Starting Date, your Income Benefit must be paid under a Survivor Unit-Annuity Option with your spouse as Second Participant. Spouse's Survivor Death Benefit. If you die before the Annuity Starting Date and your spouse survives you, the payment of the Death Benefit to your named Beneficiary is subject to your spouse's right to receive a Death Benefit of a Unit-Annuity which is the actuarial equivalent as of the date such Unit-Annuity begins of one-half of your Accumulation, if any, attributable to contributions made under a plan subject to ERISA. Your spouse may consent to a waiver of his or her rights to these benefits, as explained in the following section. WAIVER OF SPOUSE'S RIGHTS. Your spouse must consent to a waiver of his or her rights to survivor benefits before you can choose: A) an Income Option other than a Survivor Unit-Annuity with your spouse as Second Participant; ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- B) Beneficiaries who are not your spouse for more than half of the Death Benefit; C) a Lump-sum Benefit; or D) to the extent such waiver is required by law, a Transfer. In order to waive the rights to spousal survivor benefits we must receive, in form satisfactory to CREF, your spouse's written consent, or verification that your spouse cannot be located. A waiver of rights with respect to an Income Option may be made by you and consented to by your spouse no earlier than 90 days before the Annuity Starting Date. A waiver of the Survivor Death Benefit may not be effective if it is made prior to the plan year in which you reach age 35, or, if earlier, your separation from service of your Employer. Generally, a waiver of rights with respect to the portion of the Accumulation to be used for a Lump-sum Benefit or Transfer may be made no earlier than 90 days before the effective date of such Lump-sum Benefit or Transfer. Verification of your marital status may be required, in form satisfactory to CREF, for purposes of establishing your spouse's rights to benefits or a waiver of these rights. You may revoke a waiver of your spouse's rights to benefits at any time during your lifetime. Your spouse may not revoke a consent after the consent has been given. The Procedure for Election and Changes provision is replaced by: An election or change may be made, in accordance with the terms of your certificate, by written notice satisfactory to CREF. No such notice will take effect unless it is received by CREF at its home office in New York, NY. Any notice of change in Beneficiary or other person named to receive payments will take effect as of the date it was signed, whether or not the signer is living at the time we received it. Any other notice will take effect as of the date it is received. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability even though our acts were contrary to what was stated in the notice. The following General Provisions are added: Restrictions on Distribution of Accumulation Arising from Elective Deferrals. This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution, in accordance with the provisions of the contract, to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) reach age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; (4) become disabled within the meaning of IRC Section 72(m)(7); or (5) encounter financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, IRC Section 403(b) requires that any earnings credited after December 31, 1988 and, in addition any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) that are not elective deferrals under a salary reduction agreement, will not be available for distribution. Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to CREF and not inconsistent with applicable law. An individual shall be considered to be disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. Compliance with Laws and Regulations. CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of this certificate. If this certificate conflicts with any applicable law or regulation, such law or regulation will prevail. The choice of Income Option, Annuity Starting Date, Beneficiary, Second Participant, Method of Payment of the Death Benefit, and the availability of Lump-sum Benefits and Transfers as set forth in this certificate are subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of ERISA and the IRC, and any rulings and regulations issued under ERISA and the IRC. /s/John H. Biggs ------------- Chairman and Chief Executive Officer EX-6.(I)(I) 34 ENDORSEMENT RETIREMENT CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. The Rules of the Fund may limit your right to allocate premiums to this Account, Transfer funds to this Account, or choose an Income Option from this Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. RESTRICTIONS ON DISTRIBUTION OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) attain age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; or (4) become disabled within the meaning of IRC Section 72(m)(7). Any request for an early withdrawal due to disability must be submitted with evidence of the disability on forms satisfactory to CREF and not inconsistent with applicable law. CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(I)(II) 35 ENDORSEMENT RETIREMENT CERTIFICATES COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO CREF RETIREMENT UNIT-ANNUITY CERTIFICATES Effective Date: [--------, 1993] This endorsement is part of your agreement with CREF, which also includes any prior endorsements. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement, then attach it to your certificate. A new option is added to the INCOME OPTIONS provision: MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. The UNIT-ANNUITY FOR A FIXED PERIOD portion of the INCOME OPTIONS provision is replaced with the following: UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to you each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period, as explained in your certificate. A Unit-Annuity for a Fixed Period is subject to the terms set forth in your certificate for the other types of Unit-Annuities. The Rules of the Fund may limit your right to receive a Unit-Annuity for a Fixed Period. The term TERMINATION OF EMPLOYMENT is replaced with the following: TERMINATION OF EMPLOYMENT IS a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations; or other events not in fact a termination of employment will not be considered a Termination of Employment. Two new methods are added to the METHODS OF PAYMENT of the DEATH BENEFIT provision: SINGLE-SUM PAYMENT. The Death Benefit will be paid to your Beneficiary in one sum. MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The LUMP-SUM BENEFITS provision is replaced with the following: 1. AVAILABILITY OF LUMP-SUM BENEFITS. On or before the Annuity Starting Date you may choose to withdraw, as a Lump-sum Benefit, all or part of a specified Account's Accumulation Units. The Rules of the Fund may limit your right to a Lump-sum Benefit. Any choice of Lump-sum Benefit must be made by written notice to CREF. If you are married and your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse as described in your certificate. 2. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, the minimum amount you may withdraw as a Lump-sum Benefit from a CREF Account is $1,000, or, if less, the value of all Accumulation Units in an Account. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A. your request for a Lump-sum Benefit; B. verification of your eligibility for a Lump-sum Benefit for those Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan; and C. if your Accumulation is subject to the ERISA requirements described in your certificate, a Waiver of Spouse's Rights and consent to that waiver by your spouse, or proof that you are not married. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under this certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this certificate are fulfilled. The portion of the TRANSFERS provision relating to frequency of transfers is modified to read as follows: CREF may limit Transfers from each Account to not more than one in each calendar quarter. CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(I)(III) 36 ENDORSEMENT Endorsement to Your CREF Retirement Unit-Annuity Certificate - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 Endorsement to CREF Retirement Unit-Annuity Certificate This endorsement is part of your agreement with CREF. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement in conjunction with your certificate. Provisions regarding the CREF Accounts are added: Accounts. CREF maintains the following five investment Accounts, each with its own distinct investment portfolio: The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities and money market instruments. The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade fixed income securities. The CREF Social Choice Account maintains a portfolio consisting primarily of common stocks, investment grade fixed income securities, and short-term debt securities. The CREF Global Equities Account maintains a broadly diversified portfolio consisting primarily of foreign and domestic common stocks. In the future, CREF may establish other Accounts with other investment portfolios. Deletion of a CREF Account or a Unit-Annuity. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, the CREF Global Equities Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account, CREF Global Equities Account or in any future Account. Accumulation. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- a choice, CREF will transfer your Accumulation in such Account to the CREF Money Market Account. Unit-Annuity. If a CREF Account is deleted or if a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. The Accumulation Units provision is replaced with: Each CREF Account maintains a separate Accumulation Unit value. The current value of each Account's Accumulation Unit is based generally on the market value of that Account's investments and will be determined in accordance with the Rules of the Fund. The following is added to the Annuity Starting Date provision: Your Annuity Starting Date may not be deferred beyond April 1 of the calendar year following the calendar year in which you attain age 70 1/2. The following is added to the Annuity Units provision: The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global Equities Accounts each maintain separate Annuity Units. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from these Accounts. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to choose an Income Option from the CREF Social Choice or CREF Global Equities Accounts or any future Account may be limited in accordance with the Rules of the Fund. The Transfer term in the Terms Used in this Certificate is replaced with: A Transfer is the use of the value of some or all of your Accumulation Units to purchase fixed-dollar benefits under a TIAA annuity contract, to purchase Accumulation Units in another CREF Account, or to purchase benefits through another Funding Vehicle. The conditions applying to Transfers are set forth below. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- The following Terms Used in This Certificate are added: A Business Day is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. Employer. Your Employer is the organization that remits premiums to this certificate. More than one Employer may have remitted premiums to this certificate. ERISA is the Employee Retirement Income Security Act of 1974, as amended. A Funding Vehicle is an annuity or an investment fund established to provide retirement benefits from monies remitted under a Retirement Plan. The IRC is the Internal Revenue Code of 1986, as amended. A Retirement Plan is an Employer's plan, qualified under Section 401(a), 403(a), or 403(b) of the Internal Revenue Code of 1986 as amended, for providing retirement benefits for employees. A Valuation Day is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. The following is added to the Premium Amount provision: You may allocate any whole number percentage of a premium to a CREF Account. CREF will credit your premiums among the Accounts according to the most recent instructions CREF has received from you. For premiums remitted on your behalf as part of a Retirement Plan, your right to allocate such premiums to the CREF Bond Market Account, to the CREF Social Choice Account, to the CREF Global Equities Account, and to any future CREF Account may be limited in accordance with the Rules of the Fund. Two new options are added to the Income Options provision. The first option, the Unit-Annuity for a Fixed Period, does not provide a lifetime income for you. The second option, the Minimum Distribution Annuity, may not provide a lifetime income in all situations; however, this option may be converted to an option that provides a lifetime income, subject to federal tax law limitations. Unit-Annuity for a Fixed Period. A payment will be made to you each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period, as explained ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- in your certificate. A Unit-Annuity for a Fixed Period is subject to the terms set forth in your certificate for the other types of Unit-Annuities. The Rules of the Fund may limit your right to receive a Unit-Annuity for a Fixed Period. Minimum Distribution Annuity. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. The Naming Your Beneficiary provision is modified by the following: If you die prior to the Annuity Starting Date never having named a Beneficiary, your estate and your surviving spouse, if any, become the Beneficiaries as follows: A) if you leave no surviving spouse, the Death Benefit will be paid to your estate in one sum; B) if you leave a surviving spouse, your spouse will receive a Death Benefit, payable under one of the Methods of Payment, which is the actuarial equivalent of one-half of your Accumulation, as of the date Death Benefit payments are paid or begin. The remainder of your Accumulation will be paid to your estate in one sum. The following is added to the Methods of Payment of the Death Benefit provision: In accordance with federal tax law requirements, a fixed or guaranteed period chosen under any Method of Payment may not exceed your Beneficiary's life expectancy. The Death Benefit must be applied under a chosen Method of Payment within one year of the date of your death; otherwise payments will be made to your Beneficiary beginning on the first day of the month in which the first anniversary of your date of death occurs, under the Unit-Annuity for a Fixed Period method for a period of five years with payments made annually. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- Two new methods are added to the Methods of Payment of the Death Benefit provision: Single-sum Payment. The Death Benefit will be paid to your Beneficiary in one sum. Minimum Distribution Annuity. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The provision on Transfers is replaced with: You may Transfer some or all of your Accumulation Units from a CREF Account under your certificate: (a) to purchase Accumulation Units in one of the other CREF Accounts under your certificate, (b) to purchase a TIAA fixed-dollar annuity, or (c) to a Funding Vehicle not offered by CREF or TIAA. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to Transfer to the CREF Bond Market Account, to the CREF Social Choice Account, to the CREF Global Equities Account, to any future CREF Account, and/or to a Funding Vehicle not offered by CREF or TIAA, may be limited in accordance with the Rules of the Fund. If you choose to Transfer, we will pay your Accumulation, or any part thereof not less than $1,000. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Transfer; and B) when required by law, if your Accumulation is subject to the ERISA requirements described in the Spouse's Right to Benefits provision below, a Waiver of Spouse's Rights or proof that you are not married. You may choose to defer the effective date of the Transfer until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Transfer cannot be revoked after the effective date of such Transfer. If you Transfer to a TIAA annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract. The number of your Accumulation Units will be reduced by the number of units Transferred. If all of your Accumulation Units under your certificate are withdrawn as a Transfer, all obligations of CREF to you under this certificate are fulfilled. CREF may limit Transfers from each Account to not more than one in each calendar quarter. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- A provision on LUMP-SUM BENEFITS is added: AVAILABILITY OF LUMP-SUM BENEFITS. On or before the Annuity Starting Date you may choose to withdraw, as a Lump-sum Benefit, all or part of a specified Account's Accumulation Units. The Rules of the Fund may limit your right to a Lump-sum Benefit. Any choice of Lump-sum Benefit must be made by written notice to CREF. If you are married and your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse as described in your certificate. Federal tax law may restrict distributions before age 59 1/2, as described in the Restrictions on Distribution of Accumulation Arising from Elective Deferrals provision below. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, the minimum amount you may withdraw as a Lump-sum Benefit from a CREF Account is $1,000, or, if less, the value of all Accumulation Units in an Account. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; B) verification of your eligibility for a Lump-sum Benefit for those Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan; and C) if your Accumulation is subject to the ERISA requirements described in your certificate, a Waiver of Spouse's Rights and consent to that waiver by your spouse, or proof that you are not married. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under this certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this certificate are fulfilled. A provision on SPOUSE'S RIGHTS TO BENEFITS is added: Spouse's Rights to Benefits. If A) you are married, and B) all or part of your Accumulation is attributable to contributions made under a retirement plan or tax-deferred annuity plan subject to ERISA, and C) a plan contribution has been paid on your behalf after August 22, 1984, ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- then, only to the extent required by the IRC or ERISA, your rights to choose an Income Option, name a Beneficiary for the Death Benefit, receive a Lump-sum Benefit, or Transfer your Accumulation are restricted by the rights of your spouse to benefits as follows: SPOUSE'S SURVIVOR RETIREMENT BENEFIT. If you are married on the Annuity Starting Date, your Income Benefit must be paid under a Survivor Unit-Annuity Option with your spouse as Second Participant. SPOUSE'S SURVIVOR DEATH BENEFIT. If you die before the Annuity Starting Date and your spouse survives you, the payment of the Death Benefit to your named Beneficiary is subject to your spouse's right to receive a Death Benefit of a Unit-Annuity which is the actuarial equivalent as of the date such Unit-Annuity begins of one-half of your Accumulation, if any, attributable to contributions made under a plan subject to ERISA. Your spouse may consent to a waiver of his or her rights to these benefits, as explained in the following section. WAIVER OF SPOUSE'S RIGHTS. Your spouse must consent to a waiver of his or her rights to survivor benefits before you can choose: A) an Income Option other than a Survivor Unit-Annuity with your spouse as Second Participant; B) Beneficiaries who are not your spouse for more than half of the Death Benefit; C) a Lump-sum Benefit; or D) to the extent such waiver is required by law, a Transfer. In order to waive the rights to spousal survivor benefits we must receive, in form satisfactory to CREF, your spouse's written consent, or verification that your spouse cannot be located. A waiver of rights with respect to an Income Option may be made by you and consented to by your spouse no earlier than 90 days before the Annuity Starting Date. A waiver of the Survivor Death Benefit may not be effective if it is made prior to the plan year in which you reach age 35, or, if earlier, your separation from service of your Employer. Generally, a waiver of rights with respect to the portion of the Accumulation to be used for a Lump-sum Benefit or Transfer may be made no earlier than 90 days before the effective date of such Lump-sum Benefit or Transfer. Verification of your marital status may be required, in form satisfactory to CREF, for purposes of establishing your spouse's rights to benefits or a waiver of these rights. You may revoke a waiver of your spouse's rights to benefits at any time during your lifetime. Your spouse may not revoke a consent after the consent has been given. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- The Procedure for Elections and Changes provision is replaced by: An election or change may be made, in accordance with the terms of your certificate, by written notice satisfactory to CREF. No such notice will take effect unless it is received by CREF at its home office in New York, NY. Any notice of change in Beneficiary or other person named to receive payments will take effect as of the date it was signed, whether or not the signer is living at the time we received it. Any other notice will take effect as of the date it is received. Any action taken by CREF in good faith before receiving the notice will not subject CREF to liability even though our acts were contrary to what was stated in the notice. The following General Provisions are added: CREF's Right to Split Your Certificate. If your right to a Lump-sum Benefit, a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all your Accumulation Units, CREF reserves the right to split your certificate into two or more CREF certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain Transfers may not be available to you until CREF has split your certificate. Restrictions on Distribution of Accumulation Arising from Elective Deferrals. This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution, in accordance with the provisions of the contract, to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) reach age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; (4) become disabled within the meaning of IRC Section 72(m)(7); or (5) encounter financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, IRC Section 403(b) requires that any earnings credited after December 31, 1988 and, in addition any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) that are not elective deferrals under a salary agreement, will not be available for distribution. ENDORSEMENT TO YOUR CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to CREF and not inconsistent with applicable law. An individual shall be considered to be disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. Compliance with Laws and Regulations. CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of this certificate. If this certificate conflicts with any applicable law or regulation, such law or regulation will prevail. The choice of Income Option, Annuity Starting Date, Beneficiary, Second Participant, Method of Payment of the Death Benefit, and the availability of Lump-sum Benefits and Transfers as set forth in this certificate are subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of ERISA and the IRC, and any rulings and regulations issued under ERISA and the IRC. /s/John H. Biggs ------------- Chairman and Chief Executive Officer EX-6.(J)(I) 37 ENDORSEMENT GROUP SUPPLEMENTAL CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. The Rules of the Fund may limit your right to allocate premiums to this Account, Transfer funds to this Account, or choose an Income Option from this Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(J)(II) 38 ENDORSEMENT SUPPLEMENTAL CERTIFICATE ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE PAGE 2 OF 2 COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: [________, 1993] This endorsement is part of your agreement with CREF, which also includes any prior endorsements. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement, then attach it to your certificate. A new option is added to the INCOME OPTIONS provision: MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision: MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The portion of the TRANSFERS provision relating to frequency of transfers is modified to read as follows: CREF may limit Transfers from each Account to not more than one in each calendar quarter. /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(J)(III) 39 ENDORSEMENT ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 Endorsement to CREF Group Supplemental Retirement Unit-Annuity Certificate This endorsement is part of your agreement with CREF, which also includes any prior endorsements. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement in conjunction with your certificate. The following is added to the Accounts provision: CREF maintains, in addition to its other investment Accounts, the Global Equities Account. This Account maintains separate Accumulation Unit and Annuity Unit values. Your right to allocate premiums or transfer funds to this Account may be limited under the terms of your Employer's Tax Deferred Annuity Plan. The CREF Global Equities Account maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. Deletion of a CREF Account or a Unit-Annuity. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, the CREF Global Equities Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account, the CREF Global Equities Account or in any future Account. Accumulation. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer your Accumulation in such Account to the CREF Money Market Account. Unit-Annuity. If a CREF Account is deleted or if a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- The following is added to the Annuity Units provision: The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global Equities Accounts each maintain separate Annuity Units. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from these Accounts. Your right to choose an Income Option from the CREF Social Choice or CREF Global Equities Accounts or any future Account may be limited under the terms of your Employer's Tax Deferred Annuity Plan. A new option is added to the Income Options provision: Minimum Distribution Annuity. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. A new method is added to the Methods of Payment of the Death Benefit provision: Minimum Distribution Annuity. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The portion of the Transfers provision relating to frequency of transfers is modified to read as follows: CREF may limit Transfers from each Account to not more than one in each calendar quarter. /s/John H. Biggs ------------- Chairman and Chief Executive Officer EX-6.(J)(IV) 40 ENDORSEMENT ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 THIRD AVENUE, NEW YORK, NY 10017-3206 ENDORSEMENT TO CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement is part of your agreement with CREF. The purpose of an endorsement is to make changes to the provisions of your Certificate. Please read this endorsement in conjunction with your Certificate. The ANNUITY STARTING DATE provision is modified by the following: The Annuity Starting Date is the date your Income Benefit begins. You may not start your Income Benefit any earlier than the earliest date allowed under your Employer's Tax Deferred Annuity Plan, nor any later than the April first following the calendar year in which you reach age 70 1/2. At any time before you begin to receive your Income Benefit, you may change your Annuity Starting Date to the first of any month after the change, as described in your Certificate, as long as the new date satisfies the preceding conditions. The following TERMS USED IN THIS CERTIFICATE are replaced by the following: A FUNDING VEHICLE is an annuity contract, custodial account, or trust designated to receive contributions under the Tax Deferred Annuity Plan. A TAX DEFERRED ANNUITY PLAN is an employee benefit plan established by your Employer which contains an arrangement described in IRC Section 401(k), under which you may make salary reduction contributions to an annuity contract. The following is added to the AVAILABILITY OF LUMP-SUM BENEFIT provision: A Lump-sum Benefit will not be available before the earliest date permitted under your Employer's Tax Deferred Annuity Plan. The Restrictions on Elective Deferrals provision is replaced with: This Certificate is designed to be used under a cash or deferred arrangement described in IRC Section 401(k). IRC Section 401(k) prohibits the distribution of the portion of an Annuitant's Accumulation attributable to Premiums paid as elective deferrals, except as a tax-free transfer to another Funding Vehicle, until the Annuitant: A) attains age 59 1/2, in the case of a profit-sharing plan; B) separates from service of the employer under whose plan the aforementioned portion is attributable; C) dies; D) becomes disabled within the meaning of IRC Section 72(m)(7); E) encounters financial "hardship" within the meaning of IRC Section 401(k). or, if earlier, upon the termination of the Tax Deferred Annuity Plan. In the case of hardship, IRC Section 401(k) requires that any earnings credited after December 31, 1988 be unavailable for distribution. Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to CREF and not inconsistent with applicable law. /s/John H. Biggs -------------- Chairman and Chief Executive Officer EX-6.(K)(I) 41 ENDORSEMENT GROUP UNIT-ANNUITY CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. The Rules of the Fund may limit your right to allocate premiums to this Account, Transfer funds to this Account, or choose an Income Option from this Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. /s/C.R. Wharton ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(K)(II) 42 ENDORSEMENT GROUP UNIT-ANNUITY CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. The Rules of the Fund may limit your right to allocate premiums to this Account, Transfer funds to this Account, or choose an Income Option from this Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. RESTRICTIONS ON DISTRIBUTION OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) attain age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; (4) become disabled within the meaning of IRC Section 72(m)(7); or (5) encounter financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, IRC Section 403(b) requires that any earnings credited after December 31, 1988 and, in addition any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) that are not elective deferrals under a salary reduction agreement, will not be available for distribution. Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to CREF and not inconsistent with applicable law. /s/C.R. Wharton ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 ENDORSEMENT TO SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement adds the following provision to your Supplemental Retirement Unit-Annuity Certificate: Once each calendar year a transfer will be made from your Supplemental Retirement Unit-Annuity Certificate and applied as Consideration for your Minimum Distribution Annuity Certificate. The amount of the transfer will be the Accumulation in this Supplemental Retirement Unit-Annuity Certificate as of December 31 of the previous calendar year, adjusted for any subsequent transfers to or from such Certificate, but not to exceed the total Accumulation on the date of the transfer. If the total Accumulation is less than $25, the total Accumulation will be transferred. The transfer will be made on a prorata basis from all the CREF Accounts as of the date of the transfer, and will be allocated to the corresponding CREF Accounts under your Minimum Distribution Annuity Certificate. CREF will notify you when the Accumulation has been transferred. This endorsement does not change any other rights or obligations you may have under your Supplemental Retirement Unit-Annuity Certificate. Supplemental Retirement Unit-Annuity Certificate Number: DA0000-0 Minimum Distribution Annuity Certificate Number: DA00000-1 Effective Date of this Endorsement: December 1, 1991 /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(K)(III) 43 ENDORSEMENT GROUP UNIT-ANNUITY CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: July 1, 1994 This endorsement is part of your agreement with CREF, which also includes any prior endorsements. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement, then attach it to your certificate. The ANNUITY STARTING DATE provision is modified by the following: You may not start annuity benefits any earlier than the earliest date allowed under your Employer's Retirement Plan, nor any later than the April first following the calendar year in which you reach age 70 1/2. You may change your Annuity Starting Date at any time, as long as the new date satisfies the preceding conditions and conforms to the terms of your certificate. A new option is added to the INCOME OPTIONS provision: MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. The UNIT-ANNUITY FOR A FIXED PERIOD portion of the INCOME OPTIONS provision is replaced with the following: UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to you each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period, as explained in your certificate. A Unit-Annuity for a Fixed Period is subject to the terms set forth in your certificate for the other types of Unit-Annuities. Your Employer's Retirement Plan may limit your right to receive a Unit-Annuity for a Fixed Period. The term TERMINATION OF EMPLOYMENT is replaced with the following: TERMINATION OF EMPLOYMENT IS a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations; or other events not in fact a termination of employment will not be considered a Termination of Employment. A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision: MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The LUMP-SUM BENEFITS provision is replaced with the following: 1. AVAILABILITY OF LUMP-SUM BENEFITS. On or before the Annuity Starting Date you may choose to withdraw, as a Lump-sum Benefit, all or part of a specified Account's Accumulation Units. Your Employer's Retirement Plan may limit your right to a Lump-sum Benefit. Any choice of Lump-sum Benefit must be made by written notice to CREF. If you are married and your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse as described in your certificate. 2. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, the minimum amount you may withdraw as a Lump-sum Benefit from a CREF Account is $1,000, or, if less, the value of all Accumulation Units in an Account. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; B) verification of your eligibility for a Lump-sum Benefit; and C) if your Accumulation is subject to the ERISA requirements described in your certificate, a Waiver of Spouse's Rights and consent to that waiver by your spouse, or proof that you are not married. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under this certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this certificate are fulfilled. The portion of the TRANSFER provision relating to frequency of transfers is modified to read as follows: CREF may limit Transfers from each Account to not more than one in each calendar quarter. /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(K)(IV) 44 ENDORSEMENT GROUP UNIT-ANNUITY CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE Effective Date: July 1, 1994 This endorsement is part of your agreement with CREF, which also includes any prior endorsements. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement, then attach it to your certificate. The ANNUITY STARTING DATE provision is modified by the following: You may not start annuity benefits any earlier than the earliest date allowed under your Employer's Retirement Plan, nor any later than the April first following the calendar year in which you reach age 70 1/2. You may change your Annuity Starting Date at any time, as long as the new date satisfies the preceding conditions and conforms to the terms of your certificate. A new option is added to the INCOME OPTIONS provision: MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. The UNIT-ANNUITY FOR A FIXED PERIOD portion of the INCOME OPTIONS provision is replaced with the following: UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to you each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period, as explained in your certificate. A Unit-Annuity for a Fixed Period is subject to the terms set forth in your certificate for the other types of Unit-Annuities. Your Employer's Retirement Plan may limit your right to receive a Unit-Annuity for a Fixed Period. The term TERMINATION OF EMPLOYMENT is replaced with the following: TERMINATION OF EMPLOYMENT IS a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations; or other events not in fact a termination of employment will not be considered a Termination of Employment. A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision: MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required on December 1 until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The LUMP-SUM BENEFITS provision is replaced with the following: 1. AVAILABILITY OF LUMP-SUM BENEFITS. On or before the Annuity Starting Date you may choose to withdraw, as a Lump-sum Benefit, all or part of a specified Account's Accumulation Units. Your Employer's Retirement Plan may limit your right to a Lump-sum Benefit. Any choice of Lump-sum Benefit must be made by written notice to CREF. If you are married and your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse as described in your certificate. Federal tax law may restrict distributions before age 59 1/2, as described in the Restrictions of Distributions of Accumulation Arising from Elective Deferrals provision below. 2. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, the minimum amount you may withdraw as a Lump-sum Benefit from a CREF Account is $1,000, or, if less, the value of all Accumulation Units in an Account. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; B) verification of your eligibility for a Lump-sum Benefit; and C) if your Accumulation is subject to the ERISA requirements described in your certificate, a Waiver of Spouse's Rights and consent to that waiver by your spouse, or proof that you are not married. You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under this certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this certificate are fulfilled. The portion of the TRANSFER provision relating to frequency of transfers is modified to read as follows: CREF may limit Transfers from each Account to not more than one in each calendar quarter. The following GENERAL PROVISION is added: RESTRICTIONS ON DISTRIBUTION OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS. This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution, in accordance with the provisions of the contract, to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) reach age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; (4) become disabled within the meaning of IRC Section 72(m)(7); or (5) encounter financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, IRC Section 403(b) requires that any earnings credited after December 31, 1988 and, in addition any contributions paid after December 31, 1988 to a custodial account established under IRC Section 403(b)(7) that are not elective deferrals under a salary reduction agreement, will not be available for distribution. Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to CREF and not inconsistent with applicable law. An individual shall be considered to be disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(L) 45 ENDORSEMENT UNIT, GROUP CERTIFICATES COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, NEW YORK 10017 ENDORSEMENT TO ALL RETIREMENT UNIT ANNUITY CERTIFICATES, ALL SUPPLEMENTAL RETIREMENT UNIT ANNUITY CERTIFICATES, ALL GROUP RETIREMENT UNIT ANNUITY CERTIFICATES AND ALL ACCUMULATION UNIT DEPOSIT CERTIFICATES. Effective at the close of business on December 31, 1986, the Accumulation Unit value will be restated. The number of Accumulation Units credited to you will be increased so that your Accumulation based on the new Accumulation Unit value will be equal to your Accumulation based on the old Accumulation Unit value. Effective on January 1, 1987, net dividend income will be reflected in the value of each Accumulation Unit and will no longer be used to purchase additional Accumulation Units. The Accumulation Unit value will then vary in accordance with net dividend income, as well as capital gains and losses. /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(M) 46 ENDORSEMENT Endorsement to Your CREF Unit-Annuity Certificate - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO RETIREMENT UNIT-ANNUITY CERTIFICATE, SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE, GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE, GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE, ROLLOVER INDIVIDUAL RETIREMENT UNIT-ANNUITY CERTIFICATE, MINIMUM DISTRIBUTION ANNUITY CERTIFICATE AND ACCUMULATION-UNIT DEPOSIT CERTIFICATE This endorsement is part of your agreement with CREF, which also includes any prior endorsements. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement, then attach it to your certificate. The Accounts provision is modified by adding the Growth and Equity Index Accounts, available as of July 1, 1994, as follows: Accounts. CREF maintains the following seven investment Accounts, each with its own distinct investment portfolio: The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities and money market instruments. The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade fixed income securities. The CREF Social Choice Account maintains a portfolio consisting primarily of common stocks, investment grade fixed income securities, and short-term debt securities. The CREF Global Equities Account maintains a broadly diversified portfolio consisting primarily of foreign and domestic common stocks. The CREF Growth Account maintains a portfolio consisting primarily of common stocks that present the opportunity for exceptional growth. The CREF Equity Index Account maintains a portfolio consisting primarily of domestic stocks selected to track the overall U.S. stock market. In the future, CREF may establish other Accounts with other investment portfolios. /s/John H. Biggs ------------- Chairman and Chief Executive Officer EX-6.(N) 47 ENDORSEMENT UNIT-ANNUITY CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF ACCOUNTS ACCOUNTS. CREF maintains the following four investment Accounts, each with its own distinct investment portfolio: The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of short-term debt securities. The CREF BOND MARKET ACCOUNT maintains a portfolio consisting primarily of investment grade bonds. The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio consisting primarily of common stocks, investment grade bonds, and short-term debt securities. In the future, CREF may establish other Accounts with other investment portfolios. TERMS USED IN THIS CERTIFICATE ACCUMULATION UNITS. Each CREF Account maintains a separate Accumulation Unit value. ANNUITY UNITS. The CREF Stock, CREF Money Market, and CREF Social Choice Accounts each maintain separate Annuity Units. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from these Accounts. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to choose a Unit-Annuity Income Option from the CREF Social Choice Account may be limited in accordance with your Employer's Retirement Plan. A VALUATION DAY is a day on which the dollar values of the Accumulation Units in the CREF Accounts are established. The procedure for determining Valuation Days is contained in the Rules of the Fund. A BUSINESS DAY is any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading on the New York Stock Exchange closes for that day. A FUNDING VEHICLE is an annuity or an investment fund established to provide retirement benefits from monies remitted under a Retirement Plan. A TRANSFER is the use of the value of some or all of your Accumulation Units to purchase fixed-dollar benefits under a TIAA annuity contract, to purchase Accumulation Units in another CREF Account, or to purchase benefits through another Funding Vehicle. The conditions applying to Transfers are set forth below. ALLOCATION OF PREMIUMS You may allocate any whole number percentage of a premium to a CREF Account. CREF will credit your premiums among the Accounts according to the most recent instructions CREF has received from you. For premiums remitted on your behalf as part of a Retirement Plan, your right to allocate such premiums to the CREF Bond Market Account, to the CREF Social Choice Account, and to any future CREF Account may be limited in accordance with your Employer's Retirement Plan. TRANSFERS You may Transfer some or all of your Accumulation Units from a CREF Account (a) to purchase Accumulation Units in one of the other CREF Accounts, (b) to purchase a TIAA fixed-dollar annuity, or (c) to Transfer to a Funding Vehicle not offered by CREF or TIAA. Your request for a Transfer must be made before the Annuity Starting Date and is subject to the following conditions: (A) the Transfer will take effect and all values will be determined as of the end of the Business Day in which CREF receives your request for Transfer, or, if you choose, the last day of the current month or of a specified future month; (B) the request for a Transfer cannot be revoked after the effective date of such Transfer; (C) if less than the full Accumulation in an Account is being Transferred, the amount Transferred must be at least $1,000; and (D) for a Transfer to a TIAA fixed-dollar annuity, you will have the same rights under the TIAA contract as any person then being issued a similar contract, except that there will be no temporary right to cancel. The number of your Accumulation Units will be reduced by the number of units Transferred. CREF reserves the right to limit Transfers to not more than twice in any calendar year. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to Transfer to the CREF Bond Market Account, to the CREF Social Choice Account, to any future CREF Account, and/or to a Funding Vehicle not offered by CREF or TIAA, may be limited in accordance your Employer's Retirement Plan. LUMP-SUM BENEFITS After Termination of Employment, you may choose to receive a LUMP-SUM BENEFIT from some or all of a specified Account's Accumulation Units. For Accumulation Units purchased by premiums remitted on your behalf under a Retirement Plan, your right to a Lump-sum Benefit may be limited in accordance with your Employer's Retirement Plan. Your request for a Lump-sum Benefit must be made before the Annuity Starting Date, and is subject to the following conditions: (A) all values will be determined as of the end of the Business Day in which CREF has received: (1) your request for a Lump-sum Benefit; (2) verification of Termination of Employment; and (3) all premiums to be paid to your certificate under your Retirement Plan; or, if you choose, the last day of the then-current month or of a specified future month; (B) the request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit; and (C) if the Lump-sum Benefit is less than the full Accumulation in an Account, the Lump-sum Benefit must be at least $1,000. CREF'S RIGHT TO SPLIT YOUR CERTIFICATE If your right to a Lump-sum Benefit, a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all your Accumulation Units, CREF reserves the right to split your certificate into two or more CREF certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain Transfers may not be available to you until CREF has split your certificate. PARTICIPANT INSTRUCTIONS CREF will specify the acceptable form of instructions for requesting a Transfer, a Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and the Allocation of Premiums. CREF may reasonably rely on your instructions, where properly given, for a Transfer, a Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and the Allocation of premiums. DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account or in any future Account. ACCUMULATION. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer the Accumulation Units in such Account to the CREF Money Market Account. UNIT-ANNUITY. If a CREF Account is deleted or if a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. OVERPAYMENTS OF PREMIUMS Any payments of premiums by the Employer in excess of those required by the Retirement Plan made in error, will be refunded to the Employer if requested in writing by the Employer prior to the Annuity Starting Date, subject, however, to prior Transfers or Lump-sum Benefits made from such funds. CREF is entitled to rely on information provided by the Employer. The Employer shall indemnify CREF and hold CREF harmless for any action taken in reliance on such request. COMPLIANCE WITH LAWS AND REGULATIONS CREF will administer this certificate to comply with all laws and regulations pertaining to the terms and conditions of this certificate. If this certificate conflicts with any applicable law or regulation, such law or regulation will prevail. CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(O) 48 ENDORSEMENT RETIREMENT CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 ENDORSEMENT TO RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement adds the following provision to your Retirement Unit-Annuity Certificate: Once each calendar year a transfer will be made from your Retirement Unit-Annuity Certificate and applied as Consideration for your Minimum Distribution Annuity Certificate. The amount of the transfer will be the Accumulation in this Retirement Unit-Annuity Certificate as of December 31 of the previous calendar year, adjusted for any subsequent transfers to or from such Certificate, but not to exceed the total Accumulation on the date of the transfer. If the total Accumulation is less than $25, the total Accumulation will be transferred. The transfer will be made on a prorata basis from all the CREF Accounts as of the date of the transfer, and will be allocated to the corresponding CREF Accounts under your Minimum Distribution Annuity Certificate. CREF will notify you when the Accumulation has been transferred. This endorsement does not change any other rights or obligations you may have under your Retirement Unit-Annuity Certificate. Retirement Unit-Annuity Certificate Number: DA0000-0 Minimum Distribution Annuity Certificate Number: DA00000-1 Effective Date of this Endorsement: December 1, 1991 /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 ENDORSEMENT TO SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement adds the following provision to your Supplemental Retirement Unit-Annuity Certificate: Once each calendar year a transfer will be made from your Supplemental Retirement Unit-Annuity Certificate and applied as Consideration for your Minimum Distribution Annuity Certificate. The amount of the transfer will be the Accumulation in this Supplemental Retirement Unit-Annuity Certificate as of December 31 of the previous calendar year, adjusted for any subsequent transfers to or from such Certificate, but not to exceed the total Accumulation on the date of the transfer. If the total Accumulation is less than $25, the total Accumulation will be transferred. The transfer will be made on a prorata basis from all the CREF Accounts as of the date of the transfer, and will be allocated to the corresponding CREF Accounts under your Minimum Distribution Annuity Certificate. CREF will notify you when the Accumulation has been transferred. This endorsement does not change any other rights or obligations you may have under your Supplemental Retirement Unit-Annuity Certificate. Supplemental Retirement Unit-Annuity Certificate Number: DA0000-0 Minimum Distribution Annuity Certificate Number: DA00000-1 Effective Date of this Endorsement: December 1, 1991 /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 ENDORSEMENT TO GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement adds the following provision to your Group Retirement Unit-Annuity Certificate: Once each calendar year a transfer will be made from your Group Retirement Unit-Annuity Certificate and applied as Consideration for your Minimum Distribution Annuity Certificate. The amount of the transfer will be the Accumulation in this Group Retirement Unit-Annuity Certificate as of December 31 of the previous calendar year, adjusted for any subsequent transfers to or from such Certificate, but not to exceed the total Accumulation on the date of the transfer. If the total Accumulation is less than $25, the total Accumulation will be transferred. The transfer will be made on a prorata basis from all the CREF Accounts as of the date of the transfer, and will be allocated to the corresponding CREF Accounts under your Minimum Distribution Annuity Certificate. CREF will notify you when the Accumulation has been transferred. This endorsement does not change any other rights or obligations you may have under your Group Retirement Unit-Annuity Certificate. Group Retirement Unit-Annuity Certificate Number: DA0000-0 Minimum Distribution Annuity Certificate Number: DA00000-1 Effective Date of this Endorsement: December 1, 1991 /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue, New York, NY 10017-3206 ENDORSEMENT TO GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement adds the following provision to your Group Supplemental Retirement Unit-Annuity Certificate: Once each calendar year a transfer will be made from your Group Supplemental Retirement Unit-Annuity Certificate and applied as Consideration for your Minimum Distribution Annuity Certificate. The amount of the transfer will be the Accumulation in this Group Supplemental Retirement Unit-Annuity Certificate as of December 31 of the previous calendar year, adjusted for any subsequent transfers to or from such Certificate, but not to exceed the total Accumulation on the date of the transfer. If the total Accumulation is less than $25, the total Accumulation will be transferred. The transfer will be made on a prorata basis from all the CREF Accounts as of the date of the transfer, and will be allocated to the corresponding CREF Accounts under your Minimum Distribution Annuity Certificate. CREF will notify you when the Accumulation has been transferred. This endorsement does not change any other rights or obligations you may have under your Group Supplemental Retirement Unit-Annuity Certificate. Group Retirement Unit-Annuity Certificate Number: DA0000-0 Minimum Distribution Annuity Certificate Number: DA00000-1 Effective Date of this Endorsement: December 1, 1991 /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER COLLEGE RETIREMENT EQUITIES FUND 730 THIRD AVENUE, NEW YORK, N.Y. 10017-3206 1 800 842-2733 ENDORSEMENT TO YOUR CREF UNIT-ANNUITY CERTIFICATE Added to all Life Unit-Annuity, Life Unit-Annuity with Minimum Guaranteed Period, Last Survivor Life Unit-Annuity, Last Survivor Life Unit-Annuity with Minimum Guaranteed Period, Joint and Survivor Life Unit-Annuity, Joint and Survivor Life Unit-Annuity with Minimum Guaranteed Period, and Unit-Annuity Certain certificates. Effective Date: [ March 31, 1996, or issue date of new CREF certificate (if later)] This document, called an "endorsement," changes some of the provisions of your CREF unit-annuity certificate and becomes part of it. IT DOES NOT TAKE AWAY ANY OF THE RIGHTS ESTABLISHED UNDER YOUR CURRENT CERTIFICATE. It is important that you read the endorsement, and attach it to your current certificate. In this endorsement "you" refers to the participant or after the participant's death to the second participant, if any, or to a beneficiary receiving payments after the death of the participant and any second participant. CREF now offers you the option of transferring some or all of the Annuity Units payable from any Account under your CREF unit-annuity certificate to any of the other CREF Accounts in order to receive future benefits from that Account. In addition, you may transfer some or all of the Annuity Units payable under your CREF unit-annuity certificate to a comparable annuity payable from TIAA. Contracts are comparable if they have the same annuity option, remaining guaranteed period (if any), first annuitant (or participant), and second annuitant (or participant) if any. Teachers Insurance and Annuity Association (TIAA) is a companion company of CREF. A PROVISION ON TRANSFERS IS ADDED TO YOUR CERTIFICATE: TRANSFERS. You may transfer some or all of the Annuity Units payable under your CREF certificate from one CREF Account to another CREF Account then offering unit-annuities, or to a comparable TIAA fixed-dollar or Real Estate Account contract. You cannot transfer out of a TIAA fixed-dollar annuity contract so any transfers you make to TIAA fixed-dollar annuity contract must remain in that contract. Transfers to the Real Estate Account, however, may subsequently be transferred out of the Real Estate Account. We may limit, in accordance with the Rules of the Fund, your right to transfer to a CREF Account which is added after March 31, 1996. If you are receiving unit-annuity payments from a comparable TIAA Real Estate Account unit-annuity contract, you can (subject to its provisions) transfer annuity units from that certificate to your CREF unit-annuity certificate. Contracts are comparable if they have the same annuity option, remaining guaranteed period (if any), first annuitant (or participant), and second annuitant (or participant) if any. All transfers will be effective on March 31. CREF must receive, in an acceptable form, your request for a transfer on or before the end of the last Business Day in March in order for the transfer to be effective on March 31. You cannot revoke a transfer after its effective date. The number of Annuity Units payable from an Account under your CREF unit-annuity certificate will be reduced by the number of Annuity Units you transfer out of that Account. The number of Annuity Units payable from an Account under your CREF unit-annuity certificate will be increased, in accordance with the Rules of the Fund, by any transfers you make to that Account. ENDORSEMENT TO YOUR CREF UNIT-ANNUITY CERTIFICATE Any unit-annuity payment due on the day after a transfer (April 1) will be made based on the number of Annuity Units payable in each Account prior to the transfer. Unit-annuity payments due on and after the following May 1 will be made based on the number of Annuity Units in each Account after the transfer. TWO PROVISIONS ON THE CREF ACCOUNtS ARE ADDED TO YOUR CERTIFICATE: ACCOUNTS. CREF maintains the following seven investment Accounts, each with its own distinct investment portfolio: The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting primarily of common stocks. The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of short-term debt securities and money market instruments. The CREF BOND MARKET ACCOUNT maintains a portfolio consisting primarily of investment grade fixed income securities. The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio consisting primarily of common stocks, investment grade fixed income securities, and short-term debt securities. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified portfolio consisting primarily of foreign and domestic common stocks. The CREF GROWTH ACCOUNT maintains a portfolio consisting primarily of common stocks that we believe present the opportunity for exceptional growth. The CREF EQUITY INDEX ACCOUNT maintains a portfolio consisting primarily of domestic stocks selected to track the overall U.S. stock market. In the future, CREF may establish other Accounts with other investment portfolios. DELETION OF A CREF ACCOUNT OR UNIT-ANNUITIES FROM AN ACCOUNT. CREF can delete or stop providing unit-annuities in any Account, including any future Accounts, except the Stock Account and the Money Market Account. If an Account in which you hold Annuity Units is deleted or stops providing unit-annuities, you'll have to transfer your Annuity Units to another CREF Account or to TIAA as described above. If you don't tell us which Account you want to transfer your Annuity Units to, we'll move them to the CREF Money Market Account. /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER IF YOU HAVE ANY QUESTIONS ABOUT YOUR CERTIFICATE OR NEED HELP TO RESOLVE A PROBLEM, YOU CAN CONTACT US AT THE ADDRESS OR PHONE NUMBER ON THE OPPOSITE SIDE. EX-6.(P) 49 ENDORSEMENT GROUP RETIREMENT CERTIFICATE ENDORSEMENT TO YOUR CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017-3206 ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE This endorsement is part of your agreement with CREF. The purpose of an endorsement is to make changes to the provisions of your certificate. Please read this endorsement in conjunction with your certificate. The following is added to the ACCOUNTS provision: CREF maintains, in addition to its other investment Accounts, the Global Equities Account. This Account maintains separate Accumulation Unit and Annuity Unit values. Your right to allocate premiums or Transfer funds to this Account may be limited under the terms of your Employer's Retirement Plan. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY. CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, the CREF Global Equities Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account, the CREF Global Equities Account or in any future Account. ACCUMULATION. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer your Accumulation in such Account to the CREF Money Market Account. UNIT-ANNUITY. If a CREF Account is deleted or if a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. - -------------------------------------------------------------------------------- ENDORSEMENT TO YOUR CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- The ANNUITY STARTING DATE provision is modified by the following: You may not start annuity benefits any earlier than the earliest date allowed under your Employer's Retirement Plan, nor any later than the April first following the calendar year in which you reach age 70 1/2. You may change your Annuity Starting Date at any time, as long as the new date satisfies the preceding conditions and conforms to the terms of your certificate. The following is added to the ANNUITY UNITS provision: The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global Equities Accounts each maintain separate Annuity Units. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from these Accounts. Your right to choose an Income Option from the CREF Social Choice or CREF Global Equities Accounts or any future Account may be limited under the terms of your Employer's Retirement Plan. A new option is added to the INCOME OPTIONS provision: MINIMUM DISTRIBUTION ANNUITY. This Income Option is designed to enable you to meet the minimum distribution requirements under federal tax law. A payment will be made to you each year until your Accumulation is entirely paid out, or until your prior death. If required to meet the minimum distribution requirements, an initial payment will be made on the Annuity Starting Date, generally on or before the April 1 following the calendar year in which you reach age 70 1/2. This option may not provide a lifetime income in all situations. If you die before the Accumulation has been entirely paid out, a death benefit equal to the remaining Accumulation will be paid to the Beneficiary you name when electing this option. This option is only available when you must begin receiving income in order to avoid penalties under federal tax law. The UNIT-ANNUITY FOR A FIXED PERIOD portion of the INCOME OPTIONS provision is replaced with the following: UNIT-ANNUITY FOR A FIXED PERIOD. A payment will be made to you each month for a fixed period of not less than two nor more than thirty years, as chosen. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue to the end of that period, as explained in your certificate. A Unit-Annuity for a Fixed Period is subject to the terms set forth in your certificate for the other types of Unit-Annuities. Your Employer's Retirement Plan may limit your right to receive a Unit-Annuity for a Fixed Period. - -------------------------------------------------------------------------------- ENDORSEMENT TO YOUR CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- The term TERMINATION OF EMPLOYMENT is replaced with the following: TERMINATION OF EMPLOYMENT IS a bona fide cessation of an employment relationship with your Employer. Dissolution or modification of the Retirement Plan; changes in the name or affiliation of your Employer; leaves of absence, with or without pay; vacations; or other events not in fact a termination of employment will not be considered a Termination of Employment. A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision: MINIMUM DISTRIBUTION ANNUITY. This Method of Payment is designed to enable your Beneficiary to meet the minimum distribution requirements under federal tax law. A payment will be made for each year that a distribution is required until your Accumulation is entirely paid out, or until the prior death of your Beneficiary. This method may not provide a lifetime income in all situations. If your Beneficiary dies before your Accumulation has been entirely paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The LUMP-SUM BENEFITS provision is replaced with the following: 1. AVAILABILITY OF LUMP-SUM BENEFITS. On or before the Annuity Starting Date you may choose to withdraw, as a Lump-sum Benefit, all or part of a specified Account's Accumulation Units. Your Employer's Retirement Plan may limit your right to a Lump-sum Benefit. Any choice of Lump-sum Benefit must be made by written notice to CREF. If you are married and your Accumulation is subject to ERISA, your right to receive a Lump-sum Benefit is subject to the rights of your spouse as described in your certificate. Federal tax law may restrict distributions before age 59 1/2, as described in the Restrictions of Distributions of Accumulation Arising from Elective Deferrals provision below. 2. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, the minimum amount you may withdraw as a Lump-sum Benefit from a CREF Account is $1,000, or, if less, the value of all Accumulation Units in an Account. All values will be determined as of the end of the Business Day in which CREF has received, in a form acceptable to CREF: A) your request for a Lump-sum Benefit; B) verification of your eligibility for a Lump-sum Benefit; and C) if your Accumulation is subject to the ERISA requirements described in your certificate, a Waiver of Spouse's Rights and consent to that waiver by your spouse, or proof that you are not married. - -------------------------------------------------------------------------------- ENDORSEMENT TO YOUR CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- You may choose to defer the effective date of the Lump-sum Benefit until the last day of any month following the date on which we receive the above requirements, and all values will be determined as of the end of such effective date. The request for a Lump-sum Benefit cannot be revoked after the effective date of such Lump-sum Benefit. If all of your Accumulation Units under this certificate are withdrawn as a Lump-sum Benefit, all obligations of CREF to you under this certificate are fulfilled. The portion of the TRANSFER provision relating to frequency of transfers is modified to read as follows: CREF may limit Transfers from each Account to not more than one in each calendar quarter. The following GENERAL PROVISION is added: RESTRICTIONS ON DISTRIBUTION OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS. This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution, in accordance with the provisions of the contract, to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) reach age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; (4) become disabled within the meaning of IRC Section 72(m)(7); or (5) encounter financial "hardship" within the meaning of IRC Section 403(b). In the case of hardship, IRC Section 403(b) requires that any earnings credited after December 31, 1988 and, in addition any contributions paid after December 31, 1988 to - -------------------------------------------------------------------------------- ENDORSEMENT TO YOUR CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE - -------------------------------------------------------------------------------- a custodial account established under IRC Section 403(b)(7) that are not elective deferrals under a salary reduction agreement, will not be available for distribution. Any request for an early withdrawal due to disability or hardship must be submitted with evidence of the disability or hardship on forms satisfactory to CREF and not inconsistent with applicable law. An individual shall be considered to be disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. CHAIRMAN AND CHIEF EXECUTIVE OFFICER - -------------------------------------------------------------------------------- COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF ROLLOVER INDIVIDUAL RETIREMENT UNIT-ANNUITY CERTIFICATE Effective date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(Q)(I) 50 ENDORSEMENT MINIMUM DISTRIBUTION CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF MINIMUM DISTRIBUTION ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. The Rules of the Fund may limit your right to allocate Considerations to this Account, Transfer funds to this Account, or choose an Income Option from this Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(Q)(II) 51 ENDORSEMENT COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 Endorsement to CREF Minimum Distribution Annuity Certificate Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF Global Equities Account maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. The Rules of the Fund may limit your right to allocate Considerations or Transfer funds to this Account. TERMS USED IN THIS CERTIFICATE Annuity Units. An Annuity Unit is the unit of payment for all Unit-Annuity benefits. The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global Equities Accounts each maintain separate Annuity Units. All CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are available from these Accounts. For Accumulation Units purchased by Considerations remitted on your behalf under a Retirement Plan, your right to choose a Unit-Annuity Income Option from the CREF Social Choice Account or CREF Global Equities Account or any future Account may be limited in accordance with the Rules of the Fund. The current value of an Annuity Unit will change from time to time to reflect changes in CREF's investment, mortality, and expense experience. The dollar value of any Unit-Annuity payment will be the product of the number of Annuity Units to be paid and the then-current value of an Annuity Unit. DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, the CREF Global Equities Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account, the CREF Global Equities Account or in any future Account. Accumulation. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer your Accumulation in such Account to the CREF Money Market Account. Unit-Annuity. If a CREF Account is deleted or if a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. Chairman and Chief Executive Officer EX-6.(R)(I) 52 ENDORSEMENT MINIMUM DISTRIBUTION CERTIFICATE COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF MINIMUM DISTRIBUTION ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. All CREF Annuity Income Options and Methods of Payment of the Death Benefit are available from the Global Equities Account. CREF may delete the Global Equities Account or stop providing Unit-Annuities in the Global Equities Account. /s/John H. Biggs ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER RESTRICTIONS ON DISTRIBUTION OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS This certificate may be used as part of a tax-deferred annuity plan as specified under IRC Section 403(b). IRC Section 403(b) prohibits the distribution to you of the portion, if any, of your Accumulation equal to: A) amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus B) amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less C) the value, if any, of the amounts described in (B) determined as of December 31, 1988; until you: (1) attain age 59 1/2; (2) separate from service of the employer under whose plan the aforementioned portion is attributable; (3) die; or (4) become disabled within the meaning of IRC Section 72(m)(7). Any request for an early withdrawal due to disability must be submitted with evidence of the disability on forms satisfactory to CREF and not inconsistent with applicable law. /s/ ---------------- CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-6.(R)(II) 53 ENDORSEMENT COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF MINIMUM DISTRIBUTION ANNUITY CERTIFICATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF Global Equities Account maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. TERMS USED IN THIS CERTIFICATE Annuity Units. An Annuity Unit is the unit of payment for all Unit-Annuity benefits. The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global Equities Accounts each maintain separate Annuity Units. All CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are available from these Accounts. The current value of an Annuity Unit will change from time to time to reflect changes in CREF's investment, mortality, and expense experience. The dollar value of any Unit-Annuity payment will be the product of the number of Annuity Units to be paid and the then-current value of an Annuity Unit. DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY CREF may delete the CREF Bond Market Account, the CREF Social Choice Account, the CREF Global Equities Account, and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF Social Choice Account, the CREF Global Equities Account or in any future Account. Accumulation. If you have Accumulation Units in a CREF Account that is deleted, you must transfer them to another CREF Account. If you do not make a choice, CREF will transfer your Accumulation in such Account to the CREF Money Market Account. Unit-Annuity. If a CREF Account is deleted or if a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. Chairman and Chief Executive Officer EX-6.(S) 54 ENDORSEMENT COLLEGE RETIREMENT EQUITIES FUND (CREF) 730 Third Avenue, New York, New York 10017 ENDORSEMENT TO CREF UNIT-ANNUITY CERTIELCATE Effective Date: July 1, 1992 This endorsement adds the following to the corresponding provisions of your certificate and/or adds the following provisions to your certificate. This endorsement is to be read in conjunction with your certificate. CREF GLOBAL EQUITIES ACCOUNT As of the effective date, CREF maintains, in addition to its other investment Accounts, the Global Equities Account. The CREF GLOBAL EQLOITIES ACCOUNT maintains a broadly diversified investment portfolio consisting primarily of foreign and domestic common stocks. This Account maintains separate Accumulation Unit and Annuity Unit values. DELETION OF A UNIT-ANNUITY CREF may stop providing Unit-Annuities in the CREF Social Choice Account, CREF Global Equities Account or in any future Account. If a CREF Account stops providing Unit-Annuities, any Annuity Units in such Account must be converted to a Unit-Annuity in any other CREF Account that maintains Annuity Units. If no choice is made, any Unit-Annuity in the Account will be converted to a Unit-Annuity in the CREF Money Market Account. All elections and choices made in connection with an Income Option or a Method of Payment of the Death Benefit and in effect as of the date of conversion will remain in effect. The number of Annuity Units in the Account to which the Unit-Annuity is converted will be determined in accordance with the Rules of the Fund. CHAIRMAN AND CHIEF EXECUTIVE OFFICER EX-7.(A)(I) 55 APPLICATION FOR RETIREMENT UNIT ANNUITY CONTRACTS File: FLRAE.TXT APPLICATION For TIAA-CREF Retirement Annuity Contracts For Plans Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each contract at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of your CREF or TIAA Real Estate accumulations. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard RA (ERISA) 9/97 FLA. Application for TIAA and CREF Retirement Annuity Contracts Please type or print in ink and provide all information requested. A 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals, but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.34.3E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard RA (ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ File: CARAE.TXT APPLICATION For TIAA-CREF Retirement Annuity Contracts For Plans Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each contract at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of your CREF accumulations. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard RA (ERISA) 9/97 CA Application for TIAA and CREF Retirement Annuity Contracts Please type or print in ink and provide all information requested. A 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals, but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.34.3E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard RA (ERISA) 9/97 CA File: CARAE.TXT APPLICATION For TIAA-CREF Retirement Annuity Contracts For Plans Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) INSTRUCTIONS FOR FILLING OUT THE APPLICATION 1. PERSONAL INFORMATION Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. YOU CAN CHANGE YOUR ALLOCATION OF FUTURE PREMIUMS ANYTIME. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. NOTICE OF SPOUSE'S RIGHT TO ANNUITY DEATH BENEFITS Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each contract at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of your CREF accumulations. 5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. CONSENT BY SPOUSE By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard RA (ERISA) 9/97 Application for TIAA and CREF Retirement Annuity Contracts Please type or print in ink and provide all information requested. A 1. PERSONAL INFORMATION Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position EXISTING CONTRACTS Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. YOUR PREMIUM ALLOCATION TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these contracts. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals, but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. CONSENT BY SPOUSE (MUST BE WITNESSED) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.34.3E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard RA (ERISA) 9/97 CA EX-7.(A)(II) 56 APPLICATION FOR RETIREMENT ANNUITY CONTRACTS File: RA(N).TXT APPLICATION For TIAA-CREF Retirement Annuity Contracts For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of your CREF or TIAA Real Estate accumulations. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard RA (Non-ERISA) 9/97 Application for TIAA and CREF Retirement Annuity Contracts (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. B 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.34.3N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard RA (Non-ERISA) 9/97 File: FLRAN.TXT APPLICATION For TIAA-CREF Retirement Annuity Contracts For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of your CREF or TIAA Real Estate accumulations. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard RA (Non-ERISA) 9/97 FLA. Application for TIAA and CREF Retirement Annuity Contracts (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. B 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.34.3N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard RA (Non-ERISA) 9/97 FLA. File: RA(N).TXT APPLICATION FOR TIAA-CREF RETIREMENT ANNUITY CONTRACTS FOR PLANS NOT COVERED BY ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the application 1. PERSONAL INFORMATION Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. YOU CAN CHANGE YOUR ALLOCATION OF FUTURE PREMIUMS ANYTIME. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of your CREF or TIAA Real Estate accumulations. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard RA (Non-ERISA) 9/97 APPLICATION FOR TIAA AND CREF RETIREMENT ANNUITY CONTRACTS (FOR PLANS NOT COVERED BY ERISA) PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION requested. B 1. PERSONAL INFORMATION Last Name First Middle n Mr. n Mrs. n Ms. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position EXISTING CONTRACTS Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number YOUR RETIREMENT INCOME STARTING DATE The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS APPLICATION. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. SIGNED DATE If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.34.3N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard RA (Non-ERISA) 9/97 EX-7.(B)(I) 57 APPLICATION SUPPLEMENTAL CONTRACTS FOR PLANS COVERED BY ERISA APPLICATION FOR TIAA-CREF SUPPLEMENTAL RETIREMENT ANNUITY CONTRACTS Welcome to the TIAA-CRiF retirement system. If you have any questions or would like additional information, please call our Enrollment Hotline toll free at 1 800 842-2888. 10/95 edition INSTRUCTIONS FOR FILLING OUT THE APPLICATION - -------------------------------------------------------------------------------- 1. > PERSONAL INFORMATION Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. - --------------------------------------- 2. > YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. You can change your allocation of future premiums any time. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. - --------------------------------------- 3. > YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. Unless you tell us differently or unless state law provides otherwise, we consider your "children" as your offspring from all your marriages, and any persons you've adopted. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you have questions about naming your beneficiary(ies), please call us toll free at 1 800 842-2776. NOTICE OF SPOUSE'S RIGHT TO ANNUITY DEATH BENEFITS Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each contract at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. - --------------------------------------- 4. > NOTE: Please read all information and sign where indicated. 5. > WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. CONSENT BY SPOUSE By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF Certificates are distributed by TIAA-CREF Individual & Institutional Services Standard SRA (ERISA) 10/95 Please detach here and keep instructions for your reference. ~~ APPLICATION FOR TIAA AND CREF SUPPLEMENTAL RETIREMENT ANNUITY CONTRACTS K PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED. 1. > PERSONAL INFORMATION Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth ( ) [ ] M [ ] F Mo. Day Yr. Social Security Number Spouse's Name Employing Institution Campus/Branch Job Title/Position EXISTING CONTRACTS Will these annuity contracts replace an existing annuity from another company? [ ]Yes [ ] No From what company? Contract Number YOUR RETIREMENT INCOME STARTING DATE The first day of (Month) (Year) , or at the age of . 2. > YOUR PREMIUM ALLOCATION
TIAA TIAA CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Annuity Account Account Account Account Account Account Account Account % % % % % % % % % = 100%
3. > YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. > You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS APPLICATION. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. Signed Date 5.> CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. CONSENT BY SPOUSE (MUST BE WITNESSED) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. SIGNED (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. [ ] DO NOT FILL IN THESE BLANKS Region Code 1210.2.3E (10195) - -------------------------------------------------------------------------------- Ohio and Kentucky residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer or other person, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. LOGO Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 2 1 2 490-9000 Standard SRA (ERISA) 10/95 1995 Teachers Insurance and Annuity Association College Retirement Equities Fund @ Printed on Recycled Paper ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ File: FLSRAE.TXT APPLICATION For TIAA-CREF Supplemental Retirement Annuity Contracts For Plans Covered By ERISA IMPORTANT: This application is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each contract at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard SRA (ERISA) 9/97 FLA. Application for TIAA and CREF SUPPLEMENTAL Retirement Annuity Contracts Please type or print in ink and provide all information requested. K 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 1210.2.3E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard SRA (ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ File: CASRAE.TXT APPLICATION For TIAA-CREF Supplemental Retirement Annuity Contracts For Plans Covered By ERISA IMPORTANT: This application is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each contract at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard SRA (ERISA) 9/97 CA Application for TIAA and CREF SUPPLEMENTAL Retirement Annuity Contracts Please type or print in ink and provide all information requested. K 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 1210.2.3E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard SRA (ERISA) 9/97 CA ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ File: CARAN.TXT APPLICATION For TIAA-CREF Retirement Annuity Contracts For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of your CREF accumulations. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard RA (Non-ERISA) 9/97 CA Application for TIAA and CREF Retirement Annuity Contracts (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. B 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.34.3N (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard RA (Non-ERISA) 9/97 CA EX-7.(B)(II) 58 ENROLLMENT FORMS File: SRA(N).TXT APPLICATION For TIAA-CREF Supplemental Retirement Annuity Contracts For Plans Not Covered By ERISA IMPORTANT: This application is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard SRA (Non-ERISA) 9/97 Application for TIAA and CREF SUPPLEMENTAL Retirement Annuity Contracts (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. K 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 1210.2.3N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard SRA (Non-ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ File: CASRAN.TXT APPLICATION For TIAA-CREF Supplemental Retirement Annuity Contracts For Plans Not Covered By ERISA IMPORTANT: This application is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard SRA (Non-ERISA) 9/97 CA Application for TIAA and CREF SUPPLEMENTAL Retirement Annuity Contracts (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. K 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 1210.2.3N (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard SRA (Non-ERISA) 9/97 CA ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ File: FLSRAN.TXT APPLICATION For TIAA-CREF Supplemental Retirement Annuity Contracts For Plans Not Covered By ERISA IMPORTANT: This application is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard SRA (Non-ERISA) 9/97 FLA. Application for TIAA and CREF SUPPLEMENTAL Retirement Annuity Contracts (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. K 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 1210.2.3N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard SRA (Non-ERISA) 9/97 FLA. File: SRA(N).TXT APPLICATION For TIAA-CREF Supplemental Retirement Annuity Contracts FOR PLANS NOT COVERED BY ERISA IMPORTANT: This application is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the application 1. PERSONAL INFORMATION Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard SRA (Non-ERISA) 9/97 APPLICATION FOR TIAA AND CREF SUPPLEMENTAL RETIREMENT ANNUITY CONTRACTS (FOR PLANS NOT COVERED BY ERISA) PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED. K 1. PERSONAL INFORMATION Last Name First Middle n Mr. n Mrs. n Ms. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This application is for contracts issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS APPLICATION. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. SIGNED DATE If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. [ ] Code 1210.2.3N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard SRA (Non-ERISA) 9/97 EX-7.(C)(I) 59 APPLICATION ANNUITY CONTRACT [LOGO] TIAA-CREF APPLICATION For Institutionally Owned Retirement Annuity Contracts For Nonqualified Deferred Compensation Plans For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the APPLICATION (FOR NONQUALIFIED DEFERRED COMPENSATION PLANS) 1. Personal Information In this application, the employer is the applicant. You or your refers to the employee. The information in Items 1 and 2 applies to the employee. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. NOTE: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF accumulations. Non-qualified deferred compensation plans of non-profit employers are subject to special tax rules under Internal Revenue Code Section 457(f). You may be taxed on the amounts deferred as soon as they are vested regardless of whether you have access to the funds. Make sure you have discussed these tax consequences with your employer and/or tax advisor. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. CO Deferred Comp 9/97 CA APPLICATION FOR INSTITUTIONALLY OWNED TIAA And CREF Retirement Annuity CONTRACTS (FOR Nonqualified Deferred Compensation PLANS) Please type or print in ink and provide all information requested. CO 1. Personal Information Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( ) [ ] M [ ] F Mo. Day Yr. Spouse's Name Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? [ ] Yes [ ] No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Subject to the terms of your employer's deferred compensation retirement plan, your employer exercises all rights under these annuity contracts. You cannot assign or take loans from these contracts. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.36.3 (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 CO Deferred Comp 9/97 CA APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts For Nonqualified Deferred Compensation Plans For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the APPLICATION (FOR NONQUALIFIED DEFERRED COMPENSATION PLANS) 1. Personal Information In this application, the employer is the applicant. You or your refers to the employee. The information in Items 1 and 2 applies to the employee. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF accumulations. Non-qualified deferred compensation plans of non-profit employers are subject to special tax rules under Internal Revenue Code Section 457(f). You may be taxed on the amounts deferred as soon as they are vested regardless of whether you have access to the funds. Make sure you have discussed these tax consequences with your employer and/or tax advisor. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. CO Deferred Comp 9/97 CA APPLICATION FOR INSTITUTIONALLY OWNED TIAA And CREF Retirement Annuity CONTRACTS (FOR Nonqualified Deferred Compensation PLANS) Please type or print in ink and provide all information requested. CO 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( ) n M n F Mo. Day Yr. Spouse's Name Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Subject to the terms of your employer's deferred compensation retirement plan, your employer exercises all rights under these annuity contracts. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.36.3 (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 CO Deferred Comp 9/97 CA EX-7.(C)(II) 60 RADV(E).TXT File: RADV(E).TXT APPLICATION FOR INSTITUTIONALLY OWNED TIAA-CREF RETIREMENT ANNUITY CONTRACTS WITH DELAYED VESTING FOR PLANS COVERED BY ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition INSTRUCTIONS FOR FILLING OUT THE APPLICATION 1. Personal Information In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. NOTICE OF SPOUSE'S RIGHT TO ANNUITY DEATH BENEFITS Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each contract, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. 5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. CONSENT BY SPOUSE By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (ERISA) 9/97 APPLICATION FOR INSTITUTIONALLY OWNED TIAA AND CREF RETIREMENT ANNUITY CONTRACTS WITH DELAYED VESTING PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED. DV 1. PERSONAL INFORMATION Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. YOUR PREMIUM ALLOCATION TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS APPLICATION. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. Signed (Employee) Date Signed (Applicant) Date (EMPLOYER'S AUTHORIZED OFFICIAL OR PLAN REPRESENTATIVE) CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. CONSENT BY SPOUSE (MUST BE WITNESSED) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. [ ] Code 10.35.4E (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (ERISA) 9/97 APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts With Delayed Vesting For Plans Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the APPLICATION 1. Personal Information In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each contract, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF accumulations. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (ERISA) 9/97 CA APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS WITH DELAYED VESTING Please type or print in ink and provide all information requested. DV 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.35.4E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (ERISA) 9/97 CA EX-7.(C)(III) 61 APPLICATION DELAYED VESTING FOR PLANS NOT COVERED BY ERISA APPLICATION FOR INSTITUTIONALLY OWNED TIAA-CREF RETIREMENT ANNUITY CONTRACTS WITH DELAYED VESTING IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) [LOGO] TIAA-CREF Instructions for filling out the APPLICATION - -------------------------------------------------------------------------------- 1. > PERSONAL INFORMATION In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. - --------------------------------------- 2. > YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. - --------------------------------------- 3. > YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. - --------------------------------------- 4. > NOTE: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (Non-ERISA) 9/97 FLA. Please detach here and keep instructions for your reference. APPLICATION FOR INSTITUTIONALLY OWNED TIAA AND CREF DV RETIREMENT ANNUITY CONTRACTS WITH DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. 1. > PERSONAL INFORMATION Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other _________ Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth ( ) [ ] M [ ] F Mo. Day Yr. Social Security Number Spouse's Name Employing Institution Campus/Branch Job Title/Position EXISTING CONTRACTS Will these annuity contracts replace an existing annuity from another company? [ ] Yes [ ] No From what company? Contract Number YOUR RETIREMENT INCOME STARTING DATE The first day of (Month) (Year) , or at the age of . 2. > YOUR PREMIUM ALLOCATION TIAA TIAA CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Annuity Account Account Account Account Account % % % % % CREF CREF CREF CREF Global Equities Growth Equity Index Inflation-Linked Bond Account Account Account % % % % % = 100% 3. > YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. > Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. THIS COULD AFFECT YOUR BENEFICIARY DESIGNATION if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS APPLICATION. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.35.4N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (Non-ERISA) 9/97 FLA. APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts With Delayed Vesting For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the APPLICATION 1. Personal Information In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (Non-ERISA) 9/97 APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS WITH DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. DV 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.35.4N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (Non-ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts With Delayed Vesting For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the APPLICATION 1. Personal Information In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF accumulations. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (Non-ERISA) 9/97 CA APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS WITH DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. DV 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.35.4N (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (Non-ERISA) 9/97 CA ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts With Delayed Vesting For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the APPLICATION 1. Personal Information In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (Non-ERISA) 9/97 FLA. APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS WITH DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. DV 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. This application is for contracts issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) (Employer's Authorized Official or Plan Representative) Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.35.4N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (Non-ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts With Delayed Vesting For Plans Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the APPLICATION 1. Personal Information In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each contract, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (ERISA) 9/97 APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS WITH DELAYED VESTING Please type or print in ink and provide all information requested. DV 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.35.4E (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts With Delayed Vesting For Plans Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the APPLICATION 1. Personal Information In this application, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the contracts' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each contract, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard DV (ERISA) 9/97 FLA. APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS WITH DELAYED VESTING Please type or print in ink and provide all information requested. DV 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under these annuity contracts until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA contract does not allow single-sum withdrawals but does allow transfers from the Traditional Annuity accumulation to CREF over a ten-year period. Real Estate Account accumulations may be transferred to CREF in a single sum. We may be required under your CREF contract to limit withdrawals, transfers among the CREF accounts, or transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) (Employer's Authorized Official or Plan Representative) Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 Code 10.35.4E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard DV (ERISA) 9/97 FLA. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (ERISA) 9/97 ENROLLMENT FORM for TIAA and CREF GROUP retirement annuity CERTIFICATES Please type or print in ink and provide all information requested. G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.1.3E (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts For Nonqualified Deferred Compensation Plans For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the APPLICATION (FOR NONQUALIFIED DEFERRED COMPENSATION PLANS) 1. Personal Information In this application, the employer is the applicant. You or your refers to the employee. The information in Items 1 and 2 applies to the employee. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. Non-qualified deferred compensation plans of non-profit employers are subject to special tax rules under Internal Revenue Code Section 457(f). You may be taxed on the amounts deferred as soon as they are vested regardless of whether you have access to the funds. Make sure you have discussed these tax consequences with your employer and/or tax advisor. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. CO Deferred Comp 9/97 FLA. APPLICATION FOR INSTITUTIONALLY OWNED TIAA And CREF Retirement Annuity CONTRACTS (FOR Nonqualified Deferred Compensation PLANS) Please type or print in ink and provide all information requested. CO 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( ) n M n F Mo. Day Yr. Spouse's Name Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Subject to the terms of your employer's deferred compensation retirement plan, your employer exercises all rights under these annuity contracts. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) (Employer's Authorized Official or Plan Representative) Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.36.3 (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association * College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 CO Deferred Comp 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For Institutionally Owned TIAA-CREF Retirement Annuity Contracts For Nonqualified Deferred Compensation Plans For Plans Not Covered By ERISA IMPORTANT: Use this application to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the APPLICATION (FOR NONQUALIFIED DEFERRED COMPENSATION PLANS) 1. Personal Information In this application, the employer is the applicant. You or your refers to the employee. The information in Items 1 and 2 applies to the employee. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. note: The TIAA Traditional Annuity does not provide any cash surrender value. However, you may transfer all or part of your TIAA Traditional Annuity accumulation to CREF or TIAA Real Estate in substantially equal annual amounts over a ten-year period. Also, if permitted by your employer's plan, you may receive a full or partial cash withdrawal of the CREF or TIAA Real Estate accumulations. Non-qualified deferred compensation plans of non-profit employers are subject to special tax rules under Internal Revenue Code Section 457(f). You may be taxed on the amounts deferred as soon as they are vested regardless of whether you have access to the funds. Make sure you have discussed these tax consequences with your employer and/or tax advisor. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. CO Deferred Comp 9/97 APPLICATION FOR INSTITUTIONALLY OWNED TIAA And CREF retirement annuity cONTRACTS (FOR Nonqualified Deferred Compensation PLANS) Please type or print in ink and provide all information requested. CO 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( ) n M n F Mo. Day Yr. Spouse's Name Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Subject to the terms of your employer's deferred compensation retirement plan, your employer exercises all rights under these annuity contracts. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized Official or Plan Representative) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 10.36.3 (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 CO Deferred Comp 9/97 EX-7.(C)(IV) 62 ENROLLMENT FORM ENROLLMENT FORM For Institutionally Owned TIAA-CREF Group Retirement Annuity Certificates With Delayed Vesting For Plans Not Covered by ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am-11pm ET weekdays INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM - -------------------------------------------------------------------------------- 1. PERSONAL INFORMATION In this enrollment form, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. - -------------------------------------------------------------------------------- 2. YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. - -------------------------------------------------------------------------------- NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. - -------------------------------------------------------------------------------- 3. YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. - -------------------------------------------------------------------------------- If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and/or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. - -------------------------------------------------------------------------------- 4. NOTE: Please read all information and sign where indicated. ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) - -------------------------------------------------------------------------------- Subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you hare employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulations are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee)__________________________________________ Date________________ IF YOU WOULD LIKE TO RECEIVE CREF'S STATEMENT OF ADDITIONAL INFORMATION, WHICH SUPPLEMENTS THE CREF PROSPECTUS, CHECK HERE.[ ] - ------------------------------------------------------------------------------- Code For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. EX-7.(D)(I) 63 ENROLLMENT FORMS File: GRA(E).TXT ENROLLMENT FORM FOR TIAA-CREF GROUP RETIREMENT ANNUITY CERTIFICATES For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (ERISA) 9/97 ENROLLMENT FORM FOR TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES Please type or print in ink and provide all information requested. G 1. Personal Information Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( )[ ] M [ ]F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.1.3E (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (ERISA) 9/97 CA ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity CERTIFICATES Please type or print in ink and provide all information requested. G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.1.3E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (ERISA) 9/97 CA ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (ERISA) 9/97 FLA. ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity CERTIFICATES Please type or print in ink and provide all information requested. G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.1.3E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (ERISA) 9/97 FLA. EX-7.(D)(II) 64 ENROLLMENT FORMS ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. ENROLLMENT FORM For TIAA-CREF Group Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (Non-ERISA) 9/97 FLA. ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.1.3N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (Non-ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (Non-ERISA) 9/97 CA ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.1.3N (10/95) CA (C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (Non-ERISA) 9/97 CA ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (Non-ERISA) 9/97 ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.1.3N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (Non-ERISA) 9/97 File: GRA(N).TXT ENROLLMENT FORM FOR TIAA-CREF GROUP RETIREMENT ANNUITY CERTIFICATES For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA (Non-ERISA) 9/97 ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( )[ ] M [ ] F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. [ ] Code G10.1.3N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA (Non-ERISA) 9/97 EX-7.(E) 65 ENROLLMENT FORMS File: IRA.TXT APPLICATION For TIAA-CREF Rollover Individual Retirement Annuity Contracts including a Transfer/Rollover Authorization to TIAA-CREF It's Easy to Enroll Just complete these forms and return them to us in the enclosed Business Reply Envelope. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 8/97 edition Instructions 1. Personal Information We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. To prepare your benefit illustrations, we will assume age 65 as your retirement income starting date. You can change this date anytime by calling 1 800 842-2888. 2. Your premium allocation You can allocate premiums to any of the TIAA and CREF accounts. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectuses. Premium allocations have to be in whole percentages and total 100%. If your allocation does not total 100%, any premiums received will go to the CREF Money Market Account. Upon receiving a valid allocation, we will allocate the then-current value of your accumulation among the accounts you have selected. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulation as a death benefit. If no primary beneficiary lives longer than you, death benefits go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start and have not named a beneficiary, your estate receives the entire accumulation. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2888. 4. YOUR SOURCE OF PREMIUMS If TIAA-CREF receives your funds directly from another carrier (financial institution or company), complete sections 7 and 8 on the Transfer/Rollover Authorization. Complete this section only if you are sending a personal check. 5. NOTE Please read the information and sign where indicated. 6.-11. Transfer/Rollover Authorization to TIAA-CREF Complete this section if you are transferring funds from an IRA or rolling over accumulations from an employer's pension plan to TIAA-CREF. We'll send you a letter of acknowledgement and contact your current carrier. A separate transfer / rollover authorization must be completed for each carrier from which you wish to move funds to TIAA-CREF. Please photocopy the form, or call us at 1 800 842-2888 to request additional copies. Please remember that each copy, which we send to the other carrier, must bear an original signature. If you are over age 701/2, you may need to begin distributions on this amount during this calendar year. Please contact us. 7. Eligibility Information Now more people are eligible for TIAA-CREF Rollover IRAs. You can open a TIAA-CREF Rollover IRA if you are one of the following: o you are a TIAA-CREF participant; o you are employed by an eligible institution;* o you retired at age 55 or older after working at an eligible institution for at least 5 years; o you are a former employee of an eligible institution and your rollover is from any eligible institution's pension plan (Note: spouses of former employees are not eligible to roll over accumulations to TIAA-CREF); o you are the spouse of a person who is in one of the first three categories listed above; o you are the surviving spouse of a deceased TIAA-CREF participant and you have received or are receiving a death benefit; or o you are the former spouse of a TIAA-CREF participant and you are an alternate payee under a qualified domestic relations order (QDRO). Please call us at 1 800 842-2888 if you have questions. *An eligible institution is (or could be) part of the TIAA-CREF system, including public K-12 educational institutions. However, TIAA-CREF Rollover IRAs are not available to New York State public K-12 employees. 8. IRS Qualification Information Now you can roll over funds from these tax-deferred sources: funds from other IRAs; distributions from any former employer's pension plan; and distributions from any plan at an eligible institution. If you are the surviving spouse of a deceased employee who at death was employed at an eligible institution, or who at death was retired from an eligible institution, you may roll over death benefits from any employer's pension plan. If you are the former spouse of a TIAA-CREF participant, payments made under a Qualified Domestic Relations Order also may be rolled over. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Rollover IRA and Transfer 8/97 Application for TIAA and CREF Rollover Individual Retirement Annuity Contracts Please type or print in ink and provide all information requested. IRA 1. Personal Information [ ] Mr.[ ] Mrs.[ ] Ms.[ ] Dr.[ ] Other Last Name First Middle Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( )[ ] M [ ] F Mo. Day Yr. Employer Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company?[ ] Yes[ ] No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) N/A (Year) N/A , or at the age of N/A . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. YOUR SOURCE OF PREMIUMS Name of Educational, Research, or Related Organization 1. 2. Your Rollover Contribution originated from: [ ] 403(b) Plan [ ] 401(a)/403(a)/401(k)-Qualified Plan Is your Rollover Contribution from another Rollover IRA? [ ] Yes [ ] No 5. You cannot assign your TIAA and CREF Rollover Individual Retirement Annuity contracts, and they do not allow loans. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. If I am opening this IRA with a distribution from a retirement plan, I certify that such a distribution qualifies for rollover treatment and irrevocably elect to treat this contribution as a rollover contribution. And, I certify under penalty of perjury, that my Social Security Number as shown above is correct. I have read and understood all provisions of this application, and the IRA Disclosure Statement. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 13.01.1 (10/95) Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 Transfer/Rollover Authorization to TIAA-CREF 6. Personal Information[ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other Last Name First Middle Social Security Number 7. Eligibility Information Please read the instructions on eligibility before completing this section. Your eligibility is based on (check the appropriate boxes):[ ] you [ ] your spouse[ ] your employment in K-12 8. IRS Qualification Information Are the funds currently in a Rollover IRA? [ ] Yes [ ] No What is the IRS qualification of the funds you are transferring? [ ] 403(b)[ ] 403(b)(7)[ ] 401(a)[ ] 403(a)[ ] 401(k)[ ] 414(h) [ ] Other (please describe): Note: If you do not know the qualification of the funds, contact your current carrier for this information. 9. Current Carrier Information Name of carrier from which you will transfer/roll over funds: Street Address City State Zip Code Telephone Number ( ) Account name(s) and number(s) 10. Amount of Transfer Please indicate the amount that you are transferring/rolling over to TIAA-CREF: [ ] Total amount in my account(s) or [ ] $ 11. Your Authorization and Signature I authorize the carrier listed in Section 9 to transfer/roll over the amount stated in Section 10 from my account listed in Section 9 for immediate deposit into my TIAA and CREF Rollover IRA contracts, and to release information pertaining to the contributions and earnings attributable to the transfer/rollover amount, as requested by TIAA-CREF. I also authorize TIAA-CREF to contact this carrier on my behalf to arrange the transfer/rollover of these funds. Signature Date TA TDI F9284 (8/97) For your protection, some states require a warning against fraud to appear on this form. These states, including Arizona, Arkansas, California, Colorado, Delaware, Indiana, Kentucky, Minnesota, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. Delaware and Indiana residents, please note: Any person who commits insurance fraud is guilty of a felony. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 IRA/DT Rollover IRA and Transfer 8/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For TIAA-CREF Rollover Individual Retirement Annuity Contracts including a Transfer/Rollover Authorization to TIAA-CREF It's Easy to Enroll Just complete these forms and return them to us in the enclosed Business Reply Envelope. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 8/97 edition Instructions 1. Personal Information We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. To prepare your benefit illustrations, we will assume age 65 as your retirement income starting date. You can change this date anytime by calling 1 800 842-2888. 2. Your premium allocation You can allocate premiums to any of the TIAA and CREF accounts. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectuses. Premium allocations have to be in whole percentages and total 100%. If your allocation does not total 100%, any premiums received will go to the CREF Money Market Account. Upon receiving a valid allocation, we will allocate the then-current value of your accumulation among the accounts you have selected. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulation as a death benefit. If no primary beneficiary lives longer than you, death benefits go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start and have not named a beneficiary, your estate receives the entire accumulation. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2888. 4. YOUR SOURCE OF PREMIUMS If TIAA-CREF receives your funds directly from another carrier (financial institution or company), complete sections 7 and 8 on the Transfer/Rollover Authorization. Complete this section only if you are sending a personal check. 5. NOTE Please read the information and sign where indicated. 6.-11. Transfer/Rollover Authorization to TIAA-CREF Complete this section if you are transferring funds from an IRA or rolling over accumulations from an employer's pension plan to TIAA-CREF. We'll send you a letter of acknowledgement and contact your current carrier. A separate transfer / rollover authorization must be completed for each carrier from which you wish to move funds to TIAA-CREF. Please photocopy the form, or call us at 1 800 842-2888 to request additional copies. Please remember that each copy, which we send to the other carrier, must bear an original signature. If you are over age 70 1/2, you may need to begin distributions on this amount during this calendar year. Please contact us. 7. Eligibility Information Now more people are eligible for TIAA-CREF Rollover IRAs. You can open a TIAA-CREF Rollover IRA if you are one of the following: * you are a TIAA-CREF participant; * you are employed by an eligible institution;* * you retired at age 55 or older after working at an eligible institution for at least 5 years; * you are a former employee of an eligible institution and your rollover is from any eligible institution's pension plan (Note: spouses of former employees are not eligible to roll over accumulations to TIAA-CREF); * you are the spouse of a person who is in one of the first three categories listed above; * you are the surviving spouse of a deceased TIAA-CREF participant and you have received or are receiving a death benefit; or (Degree) you are the former spouse of a TIAA-CREF participant and you are an alternate payee under a qualified domestic relations order (QDRO). Please call us at 1 800 842-2888 if you have questions. *An eligible institution is (or could be) part of the TIAA-CREF system, including public K-12 educational institutions. However, TIAA-CREF Rollover IRAs are not available to New York State public K-12 employees. 8. IRS Qualification Information Now you can roll over funds from these tax-deferred sources: funds from other IRAs; distributions from any former employer's pension plan; and distributions from any plan at an eligible institution. If you are the surviving spouse of a deceased employee who at death was employed at an eligible institution, or who at death was retired from an eligible institution, you may roll over death benefits from any employer's pension plan. If you are the former spouse of a TIAA-CREF participant, payments made under a Qualified Domestic Relations Order also may be rolled over. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Rollover IRA and Transfer 8/97 Application for TIAA and CREF Rollover Individual Retirement Annuity Contracts Please type or print in ink and provide all information requested. IRA 1. Personal Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( ) n M n F Mo. Day Yr. Employer Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) N/A (Year) N/A , or at the age of N/A . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. YOUR SOURCE OF PREMIUMS Name of Educational, Research, or Related Organization 1. 2. Your Rollover Contribution originated from: n 403(b) Plan n 401(a)/403(a)/401(k)-Qualified Plan Is your Rollover Contribution from another Rollover IRA? n Yes n No 5. You cannot assign your TIAA and CREF Rollover Individual Retirement Annuity contracts, and they do not allow loans. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. If I am opening this IRA with a distribution from a retirement plan, I certify that such a distribution qualifies for rollover treatment and irrevocably elect to treat this contribution as a rollover contribution. And, I certify under penalty of perjury, that my Social Security Number as shown above is correct. I have read and understood all provisions of this application, and the IRA Disclosure Statement. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 13.01.1 (10/95) Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 Transfer/Rollover Authorization to TIAA-CREF 6. Personal Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Social Security Number 7. Eligibility Information Please read the instructions on eligibility before completing this section. Your eligibility is based on (check the appropriate boxes): n you n your spouse n your employment in K-12 8. IRS Qualification Information Are the funds currently in a Rollover IRA? n Yes n No What is the IRS qualification of the funds you are transferring? n 403(b) n 403(b)(7) n 401(a) n 403(a) n 401(k) n 414(h) n Other (please describe): Note: If you do not know the qualification of the funds, contact your current carrier for this information. 9. Current Carrier Information Name of carrier from which you will transfer/roll over funds: Street Address City State Zip Code Telephone Number ( ) Account name(s) and number(s) 10. Amount of Transfer Please indicate the amount that you are transferring/rolling over to TIAA-CREF: n Total amount in my account(s) or n $ 11. Your Authorization and Signature I authorize the carrier listed in Section 9 to transfer/roll over the amount stated in Section 10 from my account listed in Section 9 for immediate deposit into my TIAA and CREF Rollover IRA contracts, and to release information pertaining to the contributions and earnings attributable to the transfer/rollover amount, as requested by TIAA-CREF. I also authorize TIAA-CREF to contact this carrier on my behalf to arrange the transfer/rollover of these funds. Signature Date TA TDI F9284 (8/97) For your protection, some states require a warning against fraud to appear on this form. These states, including Arizona, Arkansas, California, Colorado, Delaware, Indiana, Kentucky, Minnesota, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. Delaware and Indiana residents, please note: Any person who commits insurance fraud is guilty of a felony. (C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 IRA/DT Rollover IRA and Transfer 8/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For TIAA-CREF Rollover Individual Retirement Annuity Contracts including a Transfer/Rollover Authorization to TIAA-CREF It's Easy to Enroll Just complete these forms and return them to us in the enclosed Business Reply Envelope. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 8/97 edition (FLA.) Instructions 1. Personal Information We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. To prepare your benefit illustrations, we will assume age 65 as your retirement income starting date. You can change this date anytime by calling 1 800 842-2888. 2. Your premium allocation You can allocate premiums to any of the TIAA and CREF accounts. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectuses. Premium allocations have to be in whole percentages and total 100%. If your allocation does not total 100%, any premiums received will go to the CREF Money Market Account. Upon receiving a valid allocation, we will allocate the then-current value of your accumulation among the accounts you have selected. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulation as a death benefit. If no primary beneficiary lives longer than you, death benefits go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start and have not named a beneficiary, your estate receives the entire accumulation. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2888. 4. YOUR SOURCE OF PREMIUMS If TIAA-CREF receives your funds directly from another carrier (financial institution or company), complete sections 7 and 8 on the Transfer/Rollover Authorization. Complete this section only if you are sending a personal check. 5. NOTE Please read the information and sign where indicated. 6.-11. Transfer/Rollover Authorization to TIAA-CREF Complete this section if you are transferring funds from an IRA or rolling over accumulations from an employer's pension plan to TIAA-CREF. We'll send you a letter of acknowledgement and contact your current carrier. A separate transfer / rollover authorization must be completed for each carrier from which you wish to move funds to TIAA-CREF. Please photocopy the form, or call us at 1 800 842-2888 to request additional copies. Please remember that each copy, which we send to the other carrier, must bear an original signature. If you are over age 701/2, you may need to begin distributions on this amount during this calendar year. Please contact us. 7. Eligibility Information Now more people are eligible for TIAA-CREF Rollover IRAs. You can open a TIAA-CREF Rollover IRA if you are one of the following: * you are a TIAA-CREF participant; * you are employed by an eligible institution;* * you retired at age 55 or older after working at an eligible institution for at least 5 years; * you are a former employee of an eligible institution and your rollover is from any eligible institution's pension plan (Note: spouses of former employees are not eligible to roll over accumulations to TIAA-CREF); * you are the spouse of a person who is in one of the first three categories listed above; * you are the surviving spouse of a deceased TIAA-CREF participant and you have received or are receiving a death benefit; or * you are the former spouse of a TIAA-CREF participant and you are an alternate payee under a qualified domestic relations order (QDRO). Please call us at 1 800 842-2888 if you have questions. *An eligible institution is (or could be) part of the TIAA-CREF system, including public K-12 educational institutions. However, TIAA-CREF Rollover IRAs are not available to New York State public K-12 employees. 8. IRS Qualification Information Now you can roll over funds from these tax-deferred sources: funds from other IRAs; distributions from any former employer's pension plan; and distributions from any plan at an eligible institution. If you are the surviving spouse of a deceased employee who at death was employed at an eligible institution, or who at death was retired from an eligible institution, you may roll over death benefits from any employer's pension plan. If you are the former spouse of a TIAA-CREF participant, payments made under a Qualified Domestic Relations Order also may be rolled over. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Rollover IRA and Transfer 8/97 FLA. Application for TIAA and CREF Rollover Individual Retirement Annuity Contracts Please type or print in ink and provide all information requested. IRA 1. Personal Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( ) n M n F Mo. Day Yr. Employer Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) N/A (Year) N/A , or at the age of N/A . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. YOUR SOURCE OF PREMIUMS Name of Educational, Research, or Related Organization 1. 2. Your Rollover Contribution originated from: n 403(b) Plan n 401(a)/403(a)/401(k)-Qualified Plan Is your Rollover Contribution from another Rollover IRA? n Yes n No 5. You cannot assign your TIAA and CREF Rollover Individual Retirement Annuity contracts, and they do not allow loans. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. If I am opening this IRA with a distribution from a retirement plan, I certify that such a distribution qualifies for rollover treatment and irrevocably elect to treat this contribution as a rollover contribution. And, I certify under penalty of perjury, that my Social Security Number as shown above is correct. I have read and understood all provisions of this application, and the IRA Disclosure Statement. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 13.01.1 (10/95) FLA. Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 Transfer/Rollover Authorization to TIAA-CREF 6. Personal Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Social Security Number 7. Eligibility Information Please read the instructions on eligibility before completing this section. Your eligibility is based on (check the appropriate boxes): n you n your spouse n your employment in K-12 8. IRS Qualification Information Are the funds currently in a Rollover IRA? n Yes n No What is the IRS qualification of the funds you are transferring? n 403(b) n 403(b)(7) n 401(a) n 403(a) n 401(k) n 414(h) n Other (please describe): Note: If you do not know the qualification of the funds, contact your current carrier for this information. 9. Current Carrier Information Name of carrier from which you will transfer/roll over funds: Street Address City State Zip Code Telephone Number ( ) Account name(s) and number(s) 10. Amount of Transfer Please indicate the amount that you are transferring/rolling over to TIAA-CREF: n Total amount in my account(s) or n $ 11. Your Authorization and Signature I authorize the carrier listed in Section 9 to transfer/roll over the amount stated in Section 10 from my account listed in Section 9 for immediate deposit into my TIAA and CREF Rollover IRA contracts, and to release information pertaining to the contributions and earnings attributable to the transfer/rollover amount, as requested by TIAA-CREF. I also authorize TIAA-CREF to contact this carrier on my behalf to arrange the transfer/rollover of these funds. Signature Date TA TDI F9284 (8/97) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 IRA/DT FLA. Rollover IRA and Transfer 8/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ APPLICATION For TIAA-CREF Rollover Individual Retirement Annuity Contracts including a Transfer/Rollover Authorization to TIAA-CREF It's Easy to Enroll Just complete these forms and return them to us in the enclosed Business Reply Envelope. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 8/97 edition (CA) Instructions 1. Personal Information We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. To prepare your benefit illustrations, we will assume age 65 as your retirement income starting date. You can change this date anytime by calling 1 800 842-2888. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity and CREF accounts. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectuses. Premium allocations have to be in whole percentages and total 100%. If your allocation does not total 100%, any premiums received will go to the CREF Money Market Account. Upon receiving a valid allocation, we will allocate the then-current value of your accumulation among the accounts you have selected. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulation as a death benefit. If no primary beneficiary lives longer than you, death benefits go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start and have not named a beneficiary, your estate receives the entire accumulation. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2888. 4. YOUR SOURCE OF PREMIUMS If TIAA-CREF receives your funds directly from another carrier (financial institution or company), complete sections 7 and 8 on the Transfer/Rollover Authorization. Complete this section only if you are sending a personal check. 5. NOTE Please read the information and sign where indicated. 6.-11. Transfer/Rollover Authorization to TIAA-CREF Complete this section if you are transferring funds from an IRA or rolling over accumulations from an employer's pension plan to TIAA-CREF. We'll send you a letter of acknowledgement and contact your current carrier. A separate transfer / rollover authorization must be completed for each carrier from which you wish to move funds to TIAA-CREF. Please photocopy the form, or call us at 1 800 842-2888 to request additional copies. Please remember that each copy, which we send to the other carrier, must bear an original signature. If you are over age 70 1/2, you may need to begin distributions on this amount during this calendar year. Please contact us. 7. Eligibility Information Now more people are eligible for TIAA-CREF Rollover IRAs. You can open a TIAA-CREF Rollover IRA if you are one of the following: * you are a TIAA-CREF participant; * you are employed by an eligible institution;* * you retired at age 55 or older after working at an eligible institution for at least 5 years; * you are a former employee of an eligible institution and your rollover is from any eligible institution's pension plan (Note: spouses of former employees are not eligible to roll over accumulations to TIAA-CREF); * you are the spouse of a person who is in one of the first three categories listed above; * you are the surviving spouse of a deceased TIAA-CREF participant and you have received or are receiving a death benefit; or * you are the former spouse of a TIAA-CREF participant and you are an alternate payee under a qualified domestic relations order (QDRO). Please call us at 1 800 842-2888 if you have questions. *An eligible institution is (or could be) part of the TIAA-CREF system, including public K-12 educational institutions. However, TIAA-CREF Rollover IRAs are not available to New York State public K-12 employees. 8. IRS Qualification Information Now you can roll over funds from these tax-deferred sources: funds from other IRAs; distributions from any former employer's pension plan; and distributions from any plan at an eligible institution. If you are the surviving spouse of a deceased employee who at death was employed at an eligible institution, or who at death was retired from an eligible institution, you may roll over death benefits from any employer's pension plan. If you are the former spouse of a TIAA-CREF participant, payments made under a Qualified Domestic Relations Order also may be rolled over. Application for TIAA and CREF Rollover Individual Retirement Annuity Contracts Please type or print in ink and provide all information requested. IRA 1. Personal Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number ( ) n M n F Mo. Day Yr. Employer Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) N/A (Year) N/A , or at the age of N/A . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. YOUR SOURCE OF PREMIUMS Name of Educational, Research, or Related Organization 1. 2. Your Rollover Contribution originated from: n 403(b) Plan n 401(a)/403(a)/401(k)-Qualified Plan Is your Rollover Contribution from another Rollover IRA? n Yes n No 5. You cannot assign your TIAA and CREF Rollover Individual Retirement Annuity contracts, and they do not allow loans. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. If I am opening this IRA with a distribution from a retirement plan, I certify that such a distribution qualifies for rollover treatment and irrevocably elect to treat this contribution as a rollover contribution. And, I certify under penalty of perjury, that my Social Security Number as shown above is correct. I have read and understood all provisions of this application, and the IRA Disclosure Statement. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 13.01.1 (10/95) CA Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 Transfer/Rollover Authorization to TIAA-CREF 6. Personal Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Social Security Number 7. Eligibility Information Please read the instructions on eligibility before completing this section. Your eligibility is based on (check the appropriate boxes): n you n your spouse n your employment in K-12 8. IRS Qualification Information Are the funds currently in a Rollover IRA? n Yes n No What is the IRS qualification of the funds you are transferring? n 403(b) n 403(b)(7) n 401(a) n 403(a) n 401(k) n 414(h) n Other (please describe): Note: If you do not know the qualification of the funds, contact your current carrier for this information. 9. Current Carrier Information Name of carrier from which you will transfer/roll over funds: Street Address City State Zip Code Telephone Number ( ) Account name(s) and number(s) 10. Amount of Transfer Please indicate the amount that you are transferring/rolling over to TIAA-CREF: n Total amount in my account(s) or n $ 11. Your Authorization and Signature I authorize the carrier listed in Section 9 to transfer/roll over the amount stated in Section 10 from my account listed in Section 9 for immediate deposit into my TIAA and CREF Rollover IRA contracts, and to release information pertaining to the contributions and earnings attributable to the transfer/rollover amount, as requested by TIAA-CREF. I also authorize TIAA-CREF to contact this carrier on my behalf to arrange the transfer/rollover of these funds. Signature Date TA TDI F9284 (8/97) CA For your protection, some states require a warning against fraud to appear on this form. These states, including California, Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: * knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or * knowingly include in their application or statement of claim any materially false or misleading information; and/or * knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. (C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 IRA/DT CA Rollover IRA and Transfer 8/97 CA EX-7.(G) 66 AUTHORIZATION TO BEGIN INCOME AUTHORIZATION TO BEGIN RETIREMENT INCOME FROM RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES [LOGO] TIAA-CREF TEACHERS INSURANCE AND ANNUITY ASSOCIATION College Retirement Equities Fund 730 Third Avenue New York NY 10017-3206 INSTRUCTIONS Authorizing us to start your retirement income payments calls for several important decisions. Please read the booklet that accompanies this form. You may want to talk to a retirement planning consultant or call us at 1 800 8422776 if you have questions. Because some of your decisions are irrevocable once retirement income begins, be sure to consider each instruction you give us carefully. ================================================================================ 1. PERSONAL INFORMATION. Be sure all items are completed. Your citizenship is required for tax withholding. If you're not a U.S. citizen and we haven't included tax withholding information, please contact us. 2. PAYMENT START DATE AND FREQUENCY. Please specify the month and year that you would like your retirement income to begin and the frequency of your payments. Annuity payments are effective the first day of the month. 3. CHOOSING AN ANNUITY INCOME OPTION. Unless you tell us otherwise, the option you select will apply to all your accounts. If you want to choose different options for different accounts, please include a written statement of explanation. If you need assistance, please contact us. 4. CHOOSING THE AMOUNT. Tell us if you'd like to base your payments on all or only a portion of your accumulation. There is a $10,000 minimum requirement for each account. 5. CHOOSING THE TIAA GRADED PAYMENT METHOD. You may request the Graded Payment Method for all or part of your lifetime TIAA Traditional annuity income. This method doesn't apply to the TIAA Installment Refund Annuity or to the TIAA Real Estate Account. Leave this section blank if you'd like your income paid under the Standard Payment Method. 6. CHOOSING YOUR BENEFCIARY. Be sure to name a beneficiary if you're choosing the TIAA Installment Refund Annuity or an annuity income option with a guaranteed payment period. Also review the sample designations in your "Forms to Complete" packet. 7. SELECTING A RETIREMENT TRANSITION BENEFIT (if permitted under the terms of your employer's retirement plan). You can receive a Retirement Transition Benefit of 10% or less (from any or all accounts) of the accumulation that you will receive income from. Federal tax laws subject your payment to 20% mandatory income tax withholding unless your payment is directly rolled over to an IRA or an employer's similar retirement plan. This will maintain the tax-deferred status on the amount. Please read the booklet and notice accompanying this form for more information. If you'd like the benefit, let us know the amount, from which accounts, and if you want to directly roll over this payment. If you don't want the benefit, leave this section blank. 8. YOUR AGREEMENT AND SIGNATURE. Please sign this section after completing this authorization. 9. EXEMPTION FROM SPOUSAL RIGHTS TO SURVIVOR BENEFITS. If your retirement plan participation since August 23, 1984, has been only in plans of publicly supported institutions, such as those of a state university, or those of certain churches, Section 10 doesn't apply to you. Your institution's plan representative also can tell you if you're exempt. If you are exempt, check the box and skip Section 10. 10. SPOUSE'S WAIVER OR UNMARRIED DETERMINATION. You or your spouse must complete this section if you did not answer "yes" in Section 9 and you: o request a Retirement Transition Benefit; o choose a one-life lifetime annuity option; or o name a person other than your spouse as your annuity partner. YOUR SPOUSE should complete Section A if you're married. Federal law states that your spouse has certain rights to your annuity. If you're married when you sign and send us this request, we need your spouse's written consent to the annuity benefits. Your spouse has to sign the waiver within 90 days of the date you begin income, and the date he or she signs must be the same or a later date than the date you sign Section 8. Your spouse has to be present when the signature is witnessed by the plan representative or a notary public. YOU should complete Section B if you're unmarried. If you're currently employed, your marital status must be established by your employer's plan representative. ================================================================================ Use the enclosed "Payment Destination Instructions" form to authorize us to deposit your payments in your bank account, or to mail your checks to an address other than your current home. F6647(3/96) RA/GRA Private AUTHORIZATION TO BEGIN RETIREMENT INCOME FROM P RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES ================================================================================ 1 PERSONAL INFORMATION Name Social Security Number Date of Birth Daytime Telephone Citizenship (if other than U.S.) TIAA Number(s) CREF Number(s) Will you have terminated employment from all institutions that contributed to this contract? [ ] Yes [ ] No If not, when do you expect to terminate employment?_____/_____/_____ ================================================================================ 2 PAYMENT START DATE AND FREQUENCY Start Retirement Income (THE FIRST OF WHAT MONTH) ___________ (year)___________ Payment Frequency [ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually ================================================================================ 3 CHOOSING AN ANNUITY INCOME OPTION ONE-LIFE ANNUITY INCOME OPTIONS [ ] Single life annuity (all payments end at your death). Do not name a beneficiary in Section 6. [ ] Life annuity with guaranteed period of [ ] 10 [ ] 15 [ ] 20 years. NAME a beneficiary in Section 6. [ ] TIAA Installment Refund Annuity (available only under TIAAs Standard Payment Method for TIAA Traditional accumulations in contracts issued before January 1, 1985. Not available for TIAA Real Estate or CREF accumulations).NAME a beneficiary in Section 6. If YOU choose a one-life option, you or your spouse may have to complete Section 10. TWO-LIFE ANNUITY INCOME OPTIONS [ ] Full benefit to survivor (you or your annuity partner) [ ] Two-thirds benefit to survivor (you or your annuity partner) [ ] Half benefit to annuity partner GUARANTEED PERIOD OF [ ] 10 years [ ] 15 years [ ] 20 years Name a beneficiary in Section 6. [ ] No guaranteed period Name of Annuity Partner (the person to receive lifetime income if he or she survives you) ________________________________________________________________________________ Relationship to You Date of Birth ________________________________________________________________________________ Social Security Number Citizenship (if not U.S.) ________________________________________________________________________________ ================================================================================ TA_SR F6647(3/96) RA/GRA Private 4 CHOOSING THE AMOUNT I'D LIKE TO BASE MY LIFETIME ANNUITY INCOME ON [ ] 100% OF MY TIAA AND CREF ACCUMULATIONS OR [ ] OTHER AMOUNTS AS INDICATED BELOW. Please write out in words either a dollar amount or a percentage for each TIAA and CREF account. The minimum for each account is $10,000 (written as "ten thousand dollars"). TIAA Traditional ________________________________________________________________________________ TIAA Real Estate ________________________________________________________________________________ CREF Stock ________________________________________________________________________________ CREF Money Market ________________________________________________________________________________ CREF Social Choice ________________________________________________________________________________ CREF Bond Market ________________________________________________________________________________ CREF Global Equities ________________________________________________________________________________ CREF Growth ________________________________________________________________________________ CREF Equity Index ________________________________________________________________________________ ================================================================================ 5 CHOOSING THE TIAA GRADED PAYMENT METHOD If you choose this option for less than your total TIAA Traditional accumulation, please write out in words either a dollar amount or a percentage. [ ] I CHOOSE THE GRADED PAYMENT METHOD FOR ALL OF MY TIAA TRADITIONAL ACCUMULATION BEING CONVERTED TO ANNUITY INCOME. [ ] I CHOOSE THE GRADED PAYMENT METHOD FOR _______ OF MY TIAA TRADITIONAL ACCUMULATION BEING CONVERTED TO ANNUITY INCOME. (The minimum is $10,000 or your entire accumulation.) ================================================================================ 6 CHOOSING YOUR BENEFICIARY Tell us who should receive any payments due after you (and your annuity partner, if any) have died. Name of Social Security Date of Primary Beneficiary Number Relationship Birth ________________________________________________________________________________ Name of Social Security Date of Contingent Beneficiary Number Relationship Birth ________________________________________________________________________________ ================================================================================ TA_SR F6647/(3/96) RA/GRA} rRAlGRA Private 7 SELECTING A RETIREMENT TRANSITION BENEFIT I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON [ ] 10% OF MY TIAA AND CREF ACCUMULATIONS BEING CONVERTED TO ANNUITY INCOME or [ ] OTHER AMOUNTS AS INDICATED BELOW. Please tell us the percentage or dollar amount you want from each fund that you' I be receiving income from. TIAA Traditional ________________________________________________________________________________ TIAA Real Estate ________________________________________________________________________________ CREF Stock ________________________________________________________________________________ CREF Money Market ________________________________________________________________________________ CREF Social Choice ________________________________________________________________________________ CREF Bond Market ________________________________________________________________________________ CREF Global Equities ________________________________________________________________________________ CREF Growth ________________________________________________________________________________ CREF Equity Index ________________________________________________________________________________ If your Retirement Transition Benefit is to be a direct rollover, please provide the necessary information. MAKE MY DIRECT ROLLOVER TO [ ] MY TIAA-CREF ROLLOVER IRAS: Ira Number(s)___________________________________ [ ] MY NEW TIAACREF ROLLOVER IRAS (please also complete an application) [ ] ANOTHER COMPANY/INSTITUTION (please complete the following or provide us with the other company's equivalent form that has been completed) Please indicate the type of account set up to receive these funds: [ ] IRA [ ] 403(b) [ ] 401(a) or 403(a) Company Telephone ________________________________________________________________________________ Check-Mailing Address ________________________________________________________________________________ City State Zip ________________________________________________________________________________ Participant Account Number ________________________________________________________________________________ ================================================================================ TA_SR F6647/3/96) RA/GRA Private ================================================================================ 8 YOUR AGREEMENT By signing, you agree that: o The retirement income starting date cannot be prior to the first day of the month following the date we receive all necessary papers; o The final premium from your employer must be due and payment received or guaranteed by the last day of the month in which your retirement income starts; o You can't change your annuity income option, income under the TIAA standard payment method, or annuity partner after annuity income payments begin; o Your signature authorizes TIAA-CREF to send your payments directly to the IRA or employer plan if you so indicated; and o Once a contract's entire value has been used to provide benefits, that contract won't have any value, but you're not required to return the contracts to begin benefit payments. YOUR SIGNATURE Signature Date ________________________________________________________________________________ ================================================================================ 9 EXEMPTION FROM SPOUSAL RIGHTS TO SURVIVOR BENEFITS If you participated only in retirement plans of publicly supported institutions, such as those of state university systems, or in those of certain churches, you are exempt from federal spousal survivor benefits requirements. And if you did not participate in the plan of a private employer since August 23, 1984, you are also exempt. If you are in either category, please check the box and skip Section 10. [ ] YES, I AM EXEMPT FROM FEDERAL SPOUSAL RIGHTS TO SURVIVOR BENEFITS REQUIREMENTS. ================================================================================ 10 SPOUSE'S WAIVER A. SPOUSE'S CONSENT TO WAIVER OF SURVIVOR BENEFITS (To be read and signed by the spouse of the annuity owner.) Under federal law, you have certain rights to your spouse's annuity. Your spouse has to receive benefits from a "two-life income option," where you'll receive a lifetime income when he or she dies. If your spouse would like to choose a one-life option, or a two-life option that provides someone other than you with a lifetime income, he or she must have your written consent. Please note: a one-life annuity generally provides a higher income than a two-life annuity. (For more information, see the enclosed income illustration.) If your spouse chooses a Retirement Transition Benefit (RTB) payment, you also have to consent because that amount will not be available for lifetime income. If you consent, you will not receive a lifetime income from the amount being "annuitized" -- or received as an RTB payment - if your spouse dies before you. If your spouse has selected an RTB payment, a one-life option, or a two-life option with someone other than you receiving lifetime income, you have to read and sign the following statement, and have your signature witnessed. TA_SR F6647(3/96) RA/GRA Private SPOUSE'S WAIVER CONTINUED ON NEXT PAGE ================================================================================ 10 SPOUSE'S WAIVER (continued) I UNDERSTAND AND AGREE THAT I'M GIVING UP MY RIGHT TO RECEIVE LIFETIME ANNUITY INCOME AT MY SPOUSE'S DEATH FOR THE ACCUMULATIONS INDICATED ON THIS AUTHORIZATION. I RELEASE TIAA AND CREF FROM ALL LIABILITY FOR MAKING PAYMENT BASED ON THIS AUTHORIZATION. Spouse's Signature Date ________________________________________________________________________________ Spouse's Signature Witnessed by Plan Representative for (NAME OF INSTITUTION) ________________________________________________________________________________ Authorized Signature Title Date ________________________________________________________________________________ OR Spouse's Signature Witnessed by Notary Public State of ) County of ) On __________________________, 19_______________ , BEFORE ME PERSONALLY APPEARED __________________________, TO ME KNOWN AND KNOWN TO ME TO BE THE INDIVIDUAL WHO SIGNED THE ABOVE SPOUSAL CONSENT AND ACKNOWLEDGED TO ME THAT HE/SHE SIGNED THE CONSENT. __________________________ Notary Public ================================================================================ UNMARRIED DETERMINATION B. ESTABLISHING YOUR UNMARRIED STATUS (To be completed by the annuity owner if applicable.) I'M NOT MARRIED. IF I'M EMPLOYED, MY EMPLOYER'S PLAN REPRESENTATIVE MUST ESTABLISH MY UNMARRIED STATUS TO HIS/HER SATISFACTION AND SIGN BELOW. Your Signature Date ________________________________________________________________________________ Established by Plan Representative for (NAME OF INSTITUTION) ________________________________________________________________________________ Authorized Signature Title Date ________________________________________________________________________________ ================================================================================ Ohio and Kentucky residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer or other persons submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. TA_SR F6647(3/96) RA/GRA Private Printed on recycled paper F6647(3/96) RA/GRA Private AUTHORIZATION TO BEGIN RETIREMENT INCOME FROM RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES [LOGO] TEACHERS INSURANCE AND ANNUITY ASSOCIATION COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue PUBLIC New York NY 10017-3206 INSTRUCTIONS Authorizing us to start your retirement income payments calls for several important decisions. Please read the booklet that accompanies this form. You may want to talk to a retirement planning consultant or call us at l 800 8422776 if you have questions. Because some of your decisions are irrevocable once retirement income begins, be sure to consider each instruction you give us carefully. ================================================================================ 1. PERSONAL INFORMATION. Be sure all items are completed. Your citizenship is required for tax withholding. If you're not a U.S. citizen and we haven't included tax withholding information, please contact us. 2. PAYMENT START DATE AND FREQUENCY. Please specify the month and year that you would like your retirement income to begin and the frequency of your payments. Annuity payments are effective on the first day of the month. 3. CHOOSING AN ANNUITY INCOME OPTION. Unless you tell us otherwise, the option you select will apply to all your accounts. If you want to choose different options for different accounts, please include a written statement of explanation. If you need assistance, please contact us. 4. CHOOSING THE AMOUNT. Tell us if you'd like to base your payments on all or only a portion of your accumulation. There is a $10,000 minimum requirement for each account. 5. CHOOSING THE TIAA GRADED PAYMENT METHOD. You may request the Graded Payment Method for all or part of your lifetime TIAA Traditional annuity income. This method doesn't apply to the TIAA Installment Refund Annuity or the Real Estate Account. Leave this section blank if you'd like your income paid under the Standard Payment Method. 6. CHOOSING YOUR BENEFICIARY. Be sure to name a beneficiary if you're choosing the TIAA Installment Refund Annuity or an annuity income option with a guaranteed payment period. Also review the sample designations in your "Forms to Complete" packet. 7. SELECTING A RETIREMENT TRANSITION BENEFIT (if permitted under the terms of your employer's retirement plan). You can receive a Retirement Transition Benefit of 10% or less (from any or all accounts) of the accumulation that you will receive income from. Federal tax laws subject your payment to 20% mandatory income tax withholding unless your payment is directly rolled over to an IRA or an employer's similar retirement plan. This will maintain the tax-deferred status on the amount. Please read the booklet and notice accompanying this form for more information. If you'd like the benefit, let us know the amount, from which accounts, and if you want to directly roll over this payment. If you don't want the benefit, leave this section blank. 8. YOUR AGREEMENT AND SIGNATURE. Please sign this section after completing this authorization. ================================================================================ USE THE ENCLOSED "PAYMENT DESTINATION INSTRUCTIONS" FORM TO AUTHORIZE US TO DEPOSIT YOUR PAYMENTS IN YOUR BANK ACCOUNT, OR TO MAIL YOUR CHECKS TO AN ADDRESS OTHER THAN YOUR CURRENT HOME. F7322 (3/96) AUTHORIZATION TO BEGIN RETIREMENT INCOME FROM P RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES 1 PERSONAL INFORMATION Name Social Security Number ________________________________________________________________________________ Date of Birth Daytime Telephone Citizenship (if not U.S.) ________________________________________________________________________________ TIAA Number CREF Number ________________________________________________________________________________ Will you have terminated employment from all institutions that contributed to this contract? [ ] Yes [ ] No If not, when do you expect to terminate employment?_____/_____/_____ ================================================================================ 2 PAYMENT START DATE AND FREQUENCY Start retirement income on (THE FIRST OF WHAT MONTH)_____________ (year)_______ Payment Frequency [ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually ================================================================================ 3 CHOOSING AN ANNUITY INCOME OPTION ONE-LIFE ANNUITY INCOME OPTIONS [ ] Single life annuity (all payments end at your death). DO NOT name a beneficiary in Section 6. [ ] Life annuity with guaranteed period of [ ] 10 [ ] 15 [ ] 20 years. NAME a beneficiary in Section 6. [ ] TIAA Installment Refund Annuity (available only under TIAAs Standard Payment Method for TIAA Traditional accumulations in contracts issued before January 1, 1985. Not available for TIAA Real Estate or CREF accumulations). NAME a beneficiary in Section 6. TWO-LIFE ANNUITY INCOME OPTIONS [ ] Full benefit to survivor (you or your annuity partner) [ ] Two-thirds benefit to survivor (you or your annuity partner) [ ] Half benefit to annuity partner GUARANTEED PERIOD OF [ ] 10 years [ ] 15 years [ ] 20 years Name a beneficiary in Section 6. [ ] No guaranteed period Name of Annuity Partner (the person to receive lifetime income if he or she survives you) ________________________________________________________________________________ Relationship to You Date of Birth ________________________________________________________________________________ Social Security Number Citizenship (if not U.S.) ________________________________________________________________________________ ================================================================================ TA-SR F7322 (3/96) ================================================================================ 4 CHOOSING THE AMOUNT I'D LIKE TO BASE MY LIFETIME ANNUITY INCOME ON [ ] 100% OF THE TIAA AND CREF ACCUMULATIONS or [ ] OTHER AMOUNTS AS INDICATED BELOW. Please write out in words either a dollar amount or a percentage for each account; the minimum for each account is $10,000 (written as "ten thousand dollars"). TIAA TRADITIONAL ________________________________________________________________________________ TIAA REAL ESTATE ________________________________________________________________________________ CREF STOCK ________________________________________________________________________________ CREF MONEY MARKET ________________________________________________________________________________ CREF SOCIAL CHOICE ________________________________________________________________________________ CREF BOND MARKET ________________________________________________________________________________ CREF GLOBAL EQUITIES ________________________________________________________________________________ CREF GROWTH ________________________________________________________________________________ CREF EQUITY INDEX ________________________________________________________________________________ ================================================================================ 5 CHOOSING THE TIAA GRADED PAYMENT METHOD If you choose this option for less than your total TIAA Traditional accumulation, please write out in words either a dollar amount or a percentage. [ ] I CHOOSE THE TIAA GRADED PAYMENT METHOD FOR ALL OF MY TLAA TRADITIONAL ACCUMULATION BEING CONVERTED TO ANNUITY INCOME. [ ] I CHOOSE THE TIAA GRADED PAYMENT METHOD FOR OF MY TIAA TRADITIONAL ACCUMULATION BEING CONVERTED TO ANNUITY INCOME. (The minimum is $10.000 or your entire accumulation.) ================================================================================ 6 CHOOSING YOUR BENEFICIARY Tell us who should receive any payments due after you (and your annuity partner, if any) have died. Name of Social Security Date of Primary Beneficiary Number Relationship Birth ________________________________________________________________________________ Name of Social Security Date of Contingent Beneficiary Number Relationship Birth ________________________________________________________________________________ ================================================================================ TA-SR F7322 (3/96) ================================================================================ 7 SELECTING A RETIREMENT TRANSITION BENEFIT I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON [ ] 10% OF MY TIAA AND CREF ACCUMULATIONS BEING CONVERTED TO ANNUITY INCOME OR [ ] OTHER AMOUNTS AS INDICATED BELOW. Please tell us the percentage or dollar amount you want from each fund that you'll be receiving income from. TIAA Traditional ________________________________________________________________________________ TIAA Real Estate ________________________________________________________________________________ CREF Stock ________________________________________________________________________________ CREF Money Market ________________________________________________________________________________ CREF Social Choice ________________________________________________________________________________ CREF Bond Market ________________________________________________________________________________ CREF Global Equities ________________________________________________________________________________ CREF Growth ________________________________________________________________________________ CREF Equity Index ________________________________________________________________________________ If your Retirement Transition Benefit is to be a direct rollover, please provide the necessary information. MAKE MY DIRECT ROLLOVER TO [ ] MY TIAA-CREF ROLLOVER IRAS: IRA Number(s) [ ] MY NEW TIAA-CREF ROLLOVER IRAS (please also complete an application) [ ] ANOTHER COMPANY/INSTITUTION (please complete the following or provide us with the other company's equivalent form that has been completed) Please indicate the type of account set up to receive these funds: [ ] IRA [ ] 403(b) [ ] 401(a) or 403(a) Company Telephone ________________________________________________________________________________ Check-Mailing Address ________________________________________________________________________________ City State Zip ________________________________________________________________________________ Participant Account Number ________________________________________________________________________________ ================================================================================ TA-SR F7322 (3/96) ================================================================================ 8 YOUR AGREEMENT By signing you agree that: o The retirement income starting date cannot be prior to the first day of the month following the date we receive all necessary papers; o The final premium from your employer must be due and payment received or guaranteed by the last day of the month in which your retirement income starts; o You can't change your annuity income option, income under the TIAA standard payment method, or annuity partner after annuity income payments begin; o Your signature authorizes TIAA-CREF to send your payments directly to the IRA or employer plan if you so indicated; and o Once a contract's entire value has been used to provide benefits, that contract won't have any value, but you're not required to return the contracts to begin benefit payments. YOUR SIGNATURE Signature Date ________________________________________________________________________________ ================================================================================ Ohio and Kentucky residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer or other person, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. TA-SR F7322 (3/96) Printed on recycled paper AUTHORIZATION TO BEGIN FIXED-PERIOD INCOME FROM RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES [LOGO] TIAA-CREF TEACHERS INSURANCE AND ANNUITY ASSOCIATION COLLEGE RETIREMENT EQUITIES FUND PUBLIC 730 Third Avenue New York NY 10017-3206 INSTRUCTIONS Authorizing us to start your retirement income payments calls for several important decisions. Please read the booklet that accompanies this form. Also review your employer's retirement plan provisions: You may be subject to limitations on the number of years and/or the amount you can choose. You may want to talk to a retirement counselor or call us at 1 800 842-2776 if you have questions. Because some of your decisions are irrevocable once retirement income begins, be sure to consider each instruction you give us carefully. ================================================================================ 1. PERSONAL INFORMATION. Be sure all items are completed. Your citizenship is required for tax withholding. If you're not a U.S. citizen and we haven't included tax withholding information, please contact us. 2. PAYMENT START DATE AND FREQUENCY. Please specify the month and year that you would like your income to begin and the frequency of your payments. Annuity payments begin on the first day of the month. 3. SELECTING A RETIREMENT TRANSITION BENEFIT (if permitted under the terms of your employer's retirement plan). Your can receive a Retirement Transition Benefit of 10% or less (from any or all accounts) of the accumulation that you will receive income from. Federal tax laws subject your payment to 20% mandatory income tax withholding unless your payment is directly rolled over to an IRA or an employer's similar retirement plan. Please read the booklet and notice accompanying this form for more information. 4. CHOOSING THE FIXED-PERIOD OPTION. To choose the period of time that you want, write in the number. Payments from 5 to 30 years are available from TIAA Traditional GRAs, and from 2 to 30 years from CREF accounts in Retirement Annuities and Group Retirement Annuities. Payments from the TIAA Real Estate Account cannot be made from this option. Payments from TIAA Traditional Retirement Annuities also are not available. Federal tax law and/or your employer's plan may limit the number of years you can choose. Federal income tax withholding and rollover rules will apply. If you choose a period of time that is for 10 years or longer, your payments will be subject to ordinary federal income taxes and are not eligible to be rolled over. If you choose a period of time that is less than 10 years, you are subject to 20% mandatory federal income tax withholding unless your payments are directly rolled over to an IRA or an employer's similar retirement plan. Please read the booklet and notice accompanying this form for more information. If you'd like to defer taxes on your payments by requesting a direct rollover, also complete Section 6. 5. CHOOSING THE AMOUNT. Tell us if you'd like to base your payments on all or only a portion of your accumulation. There is a $10,000 minimum requirement for each account. If you plan on beginning income on your full accumulation, be sure to transfer the full value of your CREF Bond Market Account, if any, to another account. 6. DIRECT ROLLOVER. If you choose a Retirement Transition Benefit or a fixed-period payout option for less than 10 years, you can continue the benefit of tax deferral and maintain access to your payments by directly rolling it over to an IRA. You also may directly roll over your payment(s) to an employer's similar retirement plan. Please read the booklet and notice accompanying this form for more information. If you're interested in choosing a rollover, complete this section. If you don't want a direct rollover, leave this section blank. 7. CHOOSING YOUR BENEFICIARY. Be sure to name a beneficiary to receive benefits if you die. Also review the sample designations in your "Forms to Complete" packet. 8. YOUR AGREEMENT AND SIGNATURE. Please sign this section after completing this authorization. ================================================================================ USE THE ENCLOSED "PAYMENT DESTINATION INSTRUCTIONS" FORM TO AUTHORIZE US TO DEPOSIT YOUR PAYMENTS IN YOUR BANK ACCOUNT, OR TO MAIL YOUR CHECKS TO AN ADDRESS OTHER THAN YOUR CURRENT HOME. F7321 (7/95) Authorization to Begin Fixed-Period Income from Retirement Annuities or Group Retirement Annuities P ================================================================================ 1 PERSONAL INFORMATION Name Social Security Number ________________________________________________________________________________ Date of Birth Daytime Telephone Citizenship (if not U.S.) ________________________________________________________________________________ TIAA Number CREF Number ________________________________________________________________________________ Will you have terminated employment from all institutions that contributed to this contract? [ ] Yes [ ] No If not, when do you expect to terminate employment?_____/_____/_____ ================================================================================ 2 PAYMENT START DATE AND FREQUENCY Start retirement income (THE FIRST OF WHAT MONTH) __________ (year)__________ Payment Frequency [ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually ================================================================================ 3 SELECTING A RETIREMENT TRANSITION BENEFIT I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON [ ] 10% OF MY TIAA AND CREF ACCUMULATIONS BEING CONVERTED TO FIXED-PERIOD PAYMENTS or [ ] OTHER AMOUNT AS INDICATED BELOW. Please tell us the percentage or dollar amount you want from each fund that you'll be receiving income from. TIAA TRADITIONAL (FOR GROUP RETIREMENT ANNUITIES ONLY) ________________________________________________________________________________ CREF STOCK ________________________________________________________________________________ CREF MONEY MARKET ________________________________________________________________________________ CREF SOCIAL CHOICE ________________________________________________________________________________ CREF GLOBAL EQUITIES ________________________________________________________________________________ CREF GROWTH ________________________________________________________________________________ CREF EQUITY INDEX ________________________________________________________________________________ ================================================================================ 4 CHOOSING THE FIXED-PERIOD OPTION FIXED-PERIOD INCOME OPTION I'D LIKE TO RECEIVE ANNUITY PAYMENTS FROM MY ACCUMULATION FOR A FIXED PERIOD OF _________________ YEARS. ================================================================================ TA_SF F7321 (7/95) ================================================================================ 5 CHOOSING THE AMOUNT I'D LIKE TO BASE MY FIXED-PERIOD INCOME ON [ ] 100% OF MY TIAA AND CREF ACCUMULATION or [ ] OTHER AMOUNTS AS INDICATED BELOW. Please write out in words either a dollar amount or a percentage for each account; the minimum for each account is $10,000 (written as "ten thousand dollars"). TIAA Traditional (for Group Retirement Annuities only) ________________________________________________________________________________ CREF Stock ________________________________________________________________________________ CREF Money Market ________________________________________________________________________________ CREF Social Choice ________________________________________________________________________________ CREF Global Equities ________________________________________________________________________________ CREF Growth ________________________________________________________________________________ CREF Equity Index ________________________________________________________________________________ ================================================================================ 6 DIRECT ROLLOVER I'D LIKE TO DIRECTLY ROLL OVER MY [ ] Retirement Transition Benefit [ ] Fixed-Period Payout Option (must be less than 10 years) MAKE MY DIRECT ROLLOVER TO [ ] MY TIAA-CREF ROLLOVER IRAS: IRA Number(s) [ ] MY NEW TIAA-CREF ROLLOVER IRAS (please also complete an application) [ ] another company/institution (please complete the following or provide us with the other company's equivalent form that has been completed) Please indicate the type of account set up to receive these funds: [ ] IRA [ ] 403(b) [ ] 401(a) or 403(a) Company Telephone ________________________________________________________________________________ Check-Mailing Address ________________________________________________________________________________ City State Zip ________________________________________________________________________________ Participant Account Number ________________________________________________________________________________ TA_SF F7321 (7/95) ================================================================================ 7 CHOOSING YOUR BENEFICIARY Tell us who should receive any payments due after you have died. Name of Social Security Date of Primary Beneficiary Number Relationship Birth ________________________________________________________________________________ Name of Social Security Date of Contingent Beneficiary Number Relationship Birth ________________________________________________________________________________ ================================================================================ 8 YOUR AGREEMENT By signing you agree that: o The retirement income starting date cannot be prior to the first day of the month following the date we receive all necessary papers; o The final premium from your employer must be due and payment received or guaranteed by the last day of the month in which your retirement income starts; o You can't change your income option after payment begins; o Subject to the terms of your employer's retirement plan provisions, you may receive the commuted value of the remaining payments at any time; o Your signature authorizes TIAA-CREF to send your payments directly to the IRA or employer plan if you so indicated; and o Once a contract's entire value has been used to provide benefits, that contract won't have any value, but you're not required to return the contracts to begin benefit payments. YOUR SIGNATURE Signature Date ________________________________________________________________________________ ================================================================================ Ohio and Kentucky residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer or other person, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. TA_SF F7321 (7/95) Printed on recycled paper AUTHORIZATION TO BEGIN FIXED-PERIOD INCOME FROM RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES [LOGO] TIAA-CREF TEACHERS INSURANCE AND ANNUITY ASSOCIATION COLLEGE RETIREMENT EQUITIES FUND 730 Third Avenue New York NY 100 17-3206 INSTRUCTIONS Authorizing us to start your retirement income payments calls for several important decisions. Please read the booklet that accompanies this form. Also review your employer's retirement plan provisions: You may be subject to limitations on the number of years and/or the amount you can choose. You may want to talk to a retirement counselor or call us at 1 800 842-2776 if you have questions. Because some of your decisions are irrevocable once retirement income begins, be sure to consider each instruction you give us carefully. ================================================================================ 1. PERSONAL INFORMATION. Be sure all items are completed. Your citizenship is required for tax withholding. If you're not a U.S. citizen and we haven't included tax withholding information, please contact us. 2. PAYMENT START DATE AND FREQUENCY. Please specify the month and year that you would like your income to begin and the frequency of your payments. Annuity payments begin on the first day of the month. 3. SELECTING A RETIREMENT TRANSITION Benefit (if permitted under the terms of your employer's retirement plan). You can receive a Retirement Transition Benefit of 10% or less (from any or all accounts) of the accumulation that you will receive income from. Federal tax laws subject your payment to 20% mandatory income tax withholding unless your payment is directly rolled over to an IRA or an employer's similar retirement plan. Please read the booklet and notice accompanying this form for more information. If you'd like to defer taxes on your payments by requesting a direct rollover, also complete Section 6. If you don't want the benefit, leave this section blank. 4. CHOOSING THE FIXED-PERIOD OPTION. To choose the period of time from 5 to 30 years that you want, write in the number. Federal tax law and/or your employer's plan may limit the number of years you can choose. Federal income tax withholding and rollover rules will apply. If you choose a period of time that is for 10 years or longer, your payments will be subject to ordinary federal income taxes and are not eligible to be rolled over. If you choose a period of time that is less than 10 years, you are subject to 20% mandatory federal income tax withholding unless your payments are directly rolled over to an IRA or an employer's similar retirement plan. Please read the booklet and notice accompanying this form for more information. Payments for fixed periods of time are not available from the Real Estate Account. If you'd like to defer taxes on your payments by requesting a direct rollover, also complete Section 6. 5. CHOOSING THE AMOUNT. Tell us if you'd like to base your payments on all or only a portion of your accumulation. There is a $10,000 minimum requirement for each account. If you plan on beginning income on your full accumulation, be sure to transfer the full value of your CREF Bond Market Account, if any, to another account. 6. DIRECT ROLLOVER. If you choose a Retirement Transition Benefit or a fixed-period payout option for less than 10 years, you can continue the benefit of tax deferral and maintain access to your payment(s) by directly rolling it over to an IRA. You also may directly roll over your payment(s) to an employer's similar retirement plan. Please read the booklet and notice accompanying this form for more information. If you're interested in choosing a rollover, complete this section. If you don't want a direct rollover, leave this section blank. 7. CHOOSING YOUR BENEFICIARY. Be sure to name a beneficiary to receive benefits if you die. Also review the sample designations in your "Forms to Complete" packet. 8. EXEMPTION FROM SPOUSAL WAIVER TO PRERETIREMENT SURVIVOR BENEFITS. If your retirement plan participation since August 23, 1984, has been only in plans of publicly supported institutions, such as those of a state university, or those of certain churches, Section 9 doesn't apply to you. Your institution's plan representative also can tell you if you're exempt. If you are exempt, check the box and skip Section 9. F7323 (7/95) RA/GRA Fixed Private 9. SPOUSE'S WAIVER OR UNMARRIED DETERMINATION. You or your spouse must complete this section if you did not answer "yes" in Section 8. YOUR SPOUSE should complete Part A if you're married. Federal law states that your spouse has certain rights to your annuity. If you're married when you sign and send us this authorization, we need your spouse's written consent. Your spouse has to sign the waiver within 90 days of the date you begin income, and the date he or she signs must be the same or a later date than the date you sign Section 10. Your spouse has to be present when the signature is witnessed by the plan representative or a notary public. YOU should complete Part B if you're unmarried. If you're currently employed, your marital status must be established by your employer's plan representative. 10. YOUR AGREEMENT AND SIGNATURE. Please sign this section after completing this authorization. ================================================================================ USE THE ENCLOSED "PAYMENT DESTINATION INSTRUCTIONS" FORM TO AUTHORIZE US TO DEPOSIT YOUR PAYMENTS IN YOUR BANK ACCOUNT, OR TO MAIL YOUR CHECKS TO AN ADDRESS OTHER THAN YOUR CURRENT HOME. F7323 (7/95) RA / GRA Fixed Private AUTHORIZATION TO BEGIN FIXED-PERIOD INCOME FROM RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES P ================================================================================ 1 PERSONAL INFORMATION Name Social Security Number ________________________________________________________________________________ Date of Birth Daytime Telephone Citizenship (if not U.S.) ________________________________________________________________________________ TIAA Number CREF Number ________________________________________________________________________________ Will you have terminated employment from all institutions that contributed to this contract? [ ] Yes [ ] No If not, when do you expect to terminate employment?____/____/____ ================================================================================ 2 PAYMENT START DATE AND FREQUENCY Start Income (THE FIRST OF WHAT MONTH)_____________ (year)_________ Payment Frequency [ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually ================================================================================ 3 SELECTING A RETIREMENT TRANSITION BENEFIT I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON [ ] 10% OF MY TIAA AND CREF ACCUMULATIONS BEING CONVERTED TO FIXED-PERIOD PAYMENTS or [ ] OTHER AMOUNTS AS INDICATED BELOW. Please tell us the percentage or dollar amount you want from each fund that you'll be receiving income from. TIAA TRADITIONAL (FOR GROUP RETIREMENT ANNUITIES ONLY) ________________________________________________________________________________ CREF STOCK ________________________________________________________________________________ CREF MONEY MARKET ________________________________________________________________________________ CREF SOCIAL CHOICE ________________________________________________________________________________ CREF GLOBAL EQUITIES ________________________________________________________________________________ CREF GROWTH ________________________________________________________________________________ CREF EQUITY INDEX ________________________________________________________________________________ ================================================================================ 4 CHOOSING THE FIXED-PERIOD OPTION FIXED-PERIOD INCOME OPTION I'D LIKE TO RECEIVE ANNUITY PAYMENTS FROM MY ACCUMULATION FOR A FIXED PERIOD OF _______________ YEARS. ================================================================================ TA-SF F7323 (7/95) RA /GRA Fixed Private ================================================================================ 5 CHOOSING THE AMOUNT I'D LIKE TO BASE MY FIXED-PERIOD INCOME ON [ ] 100% OF MY TIAA AND CREF ACCUMULATIONS or [ ] OTHER AMOUNTS AS INDICATED BELOW. Please write out in words either a dollar amount or a percentage of each account; the minimum for each account is $10,000 (written as "ten thousand dollars"). TIAA TRADITIONAL (FOR GROUP RETIREMENT ANNUITIES ONLY) ________________________________________________________________________________ CREF STOCK ________________________________________________________________________________ CREF MONEY MARKET ________________________________________________________________________________ CREF SOCIAL CHOICE ________________________________________________________________________________ CREF GLOBAL EQUITIES ________________________________________________________________________________ CREF GROWTH ________________________________________________________________________________ CREF EQUITY INDEX ________________________________________________________________________________ ================================================================================ 6 DIRECT ROLLOVER I'D LIKE TO DIRECTLY ROLL OVER MY [ ] Retirement Transition Benefit [ ] Fixed-Period Payout Option (must be less than 10 years) MAKE MY DIRECT ROLLOVER TO [ ] MY TIAA-CREF ROLLOVER IRAS: IRA Number(s) [ ] MY NEW TIAA-CREF ROLLOVER IRAS (please also complete an application) [ ] ANOTHER COMPANY/INSTITUTION (please complete the following or provide us with the other company's equivalent form that has been completed) Please indicate the type of account set up to receive these funds: [ ] IRA [ ] 403(b) [ ] 401(a) or 403(a) Company Telephone ________________________________________________________________________________ Check-Mailing Address ________________________________________________________________________________ City State Zip ________________________________________________________________________________ Participant Account Number ________________________________________________________________________________ ================================================================================ TA-SF F7323 (7/95) RA /GRA Fixed Private ================================================================================ 7 CHOOSING YOUR BENEFICIARY Tell us who should receive any payments due after you have died. Name of Social Security Date of Primary Beneficiary Number Relationship Birth ________________________________________________________________________________ Name of Social Security Date of Contingent Beneficiary Number Relationship Birth ________________________________________________________________________________ ================================================================================ 8 EXEMPTION FROM SPOUSAL WAIVER TO PRERETIREMENT SURVIVOR BENEFITS If you participated only in retirement plans of publicly supported institutions, such as those of state university systems, or in those of certain churches, you are exempt from federal spousal survivor ben fits requirements. And if you did not participate in the plan of a private employer since August 23, 1984, you are also exempt. If you are in either category, please check the box and skip Section 9. [ ] YES, I AM EXEMPT FROM FEDERAL SPOUSAL RIGHTS TO SURVIVOR BENEFITS REQUIREMENTS. ================================================================================ TA-SF F7323 (7/95) RA /GRA Fixed Private ================================================================================ 9 SPOUSE'S WAIVER A. SPOUSE'S CONSENT TO WAIVER OF PRERETIREMENT SURVIVOR BENEFITS (To be read and signed by the spouse of the annuity owner.) Under federal law, you have the right to receive a survivor benefit of at least 50% of the amount in this contract if your spouse dies before you. As a result, your spouse must have your written consent before receiving payments from this contract. If you consent to the authorization, you WILL NOT receive a survivor benefit payment from the amount withdrawn. If you agree to the authorization, please read and sign the statement below, and have your signature witnessed. I AGREE TO THE PAYMENT OF FUNDS FROM THE CONTRACT(S) LISTED IN SECTION 1. 1 UNDERSTAND AND AGREE THAT I'M GIVING UP MY RIGHT TO RECEIVE A SURVIVOR BENEFIT PAYMENT FROM TLAA-CREF FOR THE AMOUNT BEING PAID. I RELEASE TIAA AND CREF FROM ALL LIABILITY FOR MAKING PAYMENT BASED ON THIS AUTHORIZATION. Spouse's Signature Date ________________________________________________________________________________ Spouse's Signature Witnessed by Plan Representative for (NAME OF INSTITUTION) ________________________________________________________________________________ Authorized Signature Title Date ________________________________________________________________________________ OR Spouse's Signature Witnessed by Notary Public State of ) : ss County of ) ON__________________, 19______, BEFORE ME PERSONALLY APPEARED _________________, TO ME KNOWN AND KNOWN TO ME TO BE THE INDIVIDUAL WHO SIGNED THE ABOVE SPOUSAL CONSENT AND ACKNOWLEDGED TO ME THAT HE/SHE SIGNED THE CONSENT. ____________________ Notary Public UNMARRIED DETERMINATION B. ESTABLISHING YOUR UNMARRIED STATUS (To be completed by the annuity owner if applicable.) I'M NOT MARRIED. IF I'M EMPLOYED, MY EMPLOYER'S PLAN REPRESENTATIVE MUST ESTABLISH MY UNMARRIED STATUS TO HIS/HER SATISFACTION AND SIGN BELOW. Your Signature Date ________________________________________________________________________________ Established by Plan Representative for (NAME OF INSTITUTION) ________________________________________________________________________________ Authorized Signature Title Date ________________________________________________________________________________ ================================================================================ 10 YOUR AGREEMENT By signing, you agree that: o The retirement income starting date cannot be prior to the first day of the month following the date we receive all necessary papers; o The final premium from your employer must be due and payment received or guaranteed by the last day of the month in which your retirement income starts; o You can't change your income option after payment begins; o Subject to the terms of your employer's retirement plan provisions, you may receive the commuted value of the remaining payments at any time; o Your signature authorizes TIAA-CREF to send your payments directly to the IRA or employer plan if you so indicated; and o Once a contract's entire value has been used to provide benefits, that contract won't have any value, but you're not required to return the contracts to begin benefit payments. YOUR SIGNATURE Signature Date ________________________________________________________________________________ ================================================================================ Ohio and Kentucky residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer or other person, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. TA-SF F7323 (7/95) RA / GRA Fixed Private Printed on recycled paper. EX-7.(H)(I) 67 ENROLLMENT FORM File: FLGSRAE.TXT ENROLLMENT FORM FOR TIAA-CREF GROUP SUPPLEMENTAL RETIREMENT ANNUITY CERTIFICATES FOR PLANS COVERED BY ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (ERISA) 9/97 FLA. ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) [ ] M [ ] F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? [ ] Yes [ ] No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. [ ] Code G10.3.2E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (c) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Supplemental Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (ERISA) 9/97 ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.3.2E (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (ERISA) 9/97 ENROLLMENT FORM For TIAA-CREF Group Supplemental Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (ERISA) 9/97 FLA. ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.3.2E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (ERISA) 9/97 FLA. ENROLLMENT FORM For TIAA-CREF Group Supplemental Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. note: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (ERISA) 9/97 CA ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.3.2E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (ERISA) 9/97 CA File: CASRAE.TXT APPLICATION For TIAA-CREF Supplemental Retirement Annuity Contracts For Plans Covered By ERISA IMPORTANT: This application is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the application and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the application 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, or if we receive your premiums before we receive your application, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each contract; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's tax-deferred annuity plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each contract at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, your spouse must sign the consent in Section 5 of the application. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this application, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard SRA (ERISA) 9/97 CA Application for TIAA and CREF SUPPLEMENTAL Retirement Annuity Contracts Please type or print in ink and provide all information requested. K 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these contracts. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each contract gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this application. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these contracts will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code 1210.2.3E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard SRA (ERISA) 9/97 CA EX-7.(H)(II) 68 ENROLLMENT FORMS File: FLGSRAN.TXT ENROLLMENT FORM For TIAA-CREF Group Supplemental Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (Non-ERISA) 9/97 FLA. ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle [ ] Mr.[ ] Mrs.[ ] Ms.[ ] Dr. [ ] Other __________ Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( )[ ] M[ ] F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? [ ] Yes[ ] No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.3.2N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (Non-ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Supplemental Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (Non-ERISA) 9/97 ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.3.2N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (Non-ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Supplemental Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (Non-ERISA) 9/97 FLA. ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.3.2N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (Non-ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For TIAA-CREF Group Supplemental Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: This enrollment form is for personal tax-deferred savings only, not your institution's basic retirement plan. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. We are complying with a regulatory agency requirement in asking that you provide the Existing Contracts information in this section. 2. Your premium allocation You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. note: Please read all information and sign where indicated. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GSRA (Non-ERISA) 9/97 CA ENROLLMENT FORM for TIAA and CREF GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) Please type or print in ink and provide all information requested. L 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Existing Contracts Will these annuity contracts replace an existing annuity from another company? n Yes n No From what company? Contract Number Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a tax-deferred annuity plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, tax-deferred annuity plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose tax-deferred annuity plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. Premiums must be remitted under the terms of your employer's tax-deferred annuity plan. You cannot assign these certificates. The TIAA certificate allows loans, if provided for in your employer's tax-deferred annuity plan. The CREF certificate does not allow loans. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your right to transfer all or part of your TIAA and CREF accumulations may be limited in accordance with your employer's plan. The TIAA certificate may include a surrender charge to be deducted from any cash withdrawals, transfers from TIAA, and loan defaults. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code G10.3.2N (10/95) CA (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GSRA (Non-ERISA) 9/97 CA EX-7.(I) 69 EX-7.(I) Exhibit no longer required EX-7.(I)(I) 70 ENROLLMENT FORM ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAACREF GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING FOR PLANS COVERED BY ERISA Welcome to the TIAA-CREF retirement system. If you have any questions or would like additional information, please call our Enrollment Hotline toll free at 1 800 842-2888. - ------------------ 10/95 edition - ------------------ [TIAA LOGO] INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM - -------------------------------------------------------------------------------- 1. > PERSONAL INFORMATION In this enrollment form, YOU and YOUR refer to the EMPLOYEE. The EMPLOYER is the APPLICANT. Your retirement income starting date is when you plan to start receiving TLGACREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. - -------------------------------------------------------------------------------- 2. > YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. You can change your allocation of future premiums any time. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. - -------------------------------------------------------------------------------- 3. > YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. Unless you tell us differently or unless state law provides otherwise, we consider your "children" as your offspring from all your marriages, and any persons you've adopted. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you have questions about naming your beneficiary(ies), please call us toll free at 1 800 8422776. - -------------------------------------------------------------------------------- NOTICE OF SPOUSE'S RIGHT TO ANNUITY DEATH BENEFITS Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each certificate, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. - -------------------------------------------------------------------------------- 4. > NOTE: Please read all information and sign where indicated. - -------------------------------------------------------------------------------- 5. > WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Offfice for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. CONSENT BY SPOUSE By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) Please detach here and keep instructions for your reference.^ ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED. GV 1. > PERSONAL INFORMATION Last Name First Middle | [ ]Mr. [ ]Mrs. [ ]Ms. [ ] Other ------------------------------------------------------------------------ Mailing Address Street City State Zip Code ------------------------------------------------------------------------ Daytime Telephone Number | Sex [ ]M [ ]F Date of Birth | ( ) | Mo. Day Yr. Social Security Number | Spouse's Name ------------------------------------------------------------------------ Employing Institution | Campus/Branch | Job Title/Position ------------------------------------------------------------------------ YOUR RETIREMENT INCOME STARTING DATE The first day of (Month) (Year) , or at the age of 2. > YOUR PREMIUM ALLOCATION
TIAA TIAA CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity lndex Annuity Account Account Account Account Account Account Account Account % % % % % % % % = 100% - ------------------------------------------------------------------------------------------------------------------------------------
3. > YOUR DESIGNATION OF BENEFICIARY
Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number - ------------------------------------------------------------------------------------------------------------------------------------ Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number
4. > Subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these certificates. Distributions before age 59 1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. Signed (Employee) Date - -------------------------------------------------------------------------------- Signed (Applicant) Date - -------------------------------------------------------------------------------- (Employer's Authorized Official or Plan Representative) - -------------------------------------------------------------------------------- 5. > CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. CONSENT BY SPOUSE (MUST BE WITNESSED) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date - -------------------------------------------------------------------------------- Notary or Plan Representative Date Date - -------------------------------------------------------------------------------- If you would like to receive CREF's Statement of Additional information, which supplements the CREF prospectus, check here. - -------------------------------------------------------------------------------- | DO NOT FILL IN THESE BLANKS Region Code | F4933.3E (10/95) - -------------------------------------------------------------------------------- OHIO AND KENTUCKY RESIDENTS, PLEASE NOTE: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer or other person, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. Teachers College 730 Third Avenue [TIAA LOGO] Insurance and Retirement New York, NY 10017-3206 Annuity Equities 1 800 842-2733 Association Fund 212 490-9000 (c) 1995 Teachers Insurance and Annuity Association [ ] College Retirement Equities Fund [Recycle Logo] Printed on Recycled Paper Standard GDV (ERISA) 10/95 EX-7.(I)(II) 71 ENROLLMENT FORM ENROLLMENT FORM - -------------------------------------------------------------------------------- FOR INSTITUTIONALLY OWNED TIAA-CREF GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING For Plans Not Covered by ERISA - -------------------------------------------------------------------------------- IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. - -------------------------------------------------------------------------------- IT'S EASY TO ENROLL Just complete the enrollment form and return it to your benefits office. QUESTIONS? Call our Enrollment Hotline at 1 800 842-2888 8am-11pm ET weekdays [LOGO] INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM - -------------------------------------------------------------------------------- 1. PERSONAL INFORMATION In this enrollment form, YOU and YOUR refer to the EMPLOYEE. The EMPLOYER is the APPLICANT. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. - -------------------------------------------------------------------------------- 2. YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. - -------------------------------------------------------------------------------- YOU CAN CHANGE YOUR ALLOCATION OF FUTURE PREMIUMS ANYTIME. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. - -------------------------------------------------------------------------------- 3. YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and/or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. - -------------------------------------------------------------------------------- 4. NOTE: Please read all information and sign where indicated. CREF certificates and interest in the TIAA Rea Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Please detach here and keep instructions for your reference. ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING GV (FOR PLANS NOT COVERED BY ERISA) --- Please type or print in ink and provide all information requested. - -------------------------------------------------------------------------------- 1. PERSONAL INFORMATION Last Name First Middle / / Mr. / / Mrs. / / Ms. / / Dr. / / Other _______ - -------------------------------------------------------------------------------- Mailing Address Street City State Zip Code - -------------------------------------------------------------------------------- Daytime Telephone Number Sex Date of Birth ( ) / / M / / F Mo. Day Yr. Social Security Number Spouse's Name - -------------------------------------------------------------------------------- Employing Institution Campus/Branch Job Title/Position - -------------------------------------------------------------------------------- YOUR RETIREMENT INCOME STARTING DATE The first day of (Month) (Year) , or at the age of - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2. YOUR PREMIUM ALLOCATION TIAA TIAA CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice % % % % % CREF CREF CREF CREF CREF Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % = 100% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number - -------------------------------------------------------------------------------- Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you hare employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulations are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS ENROLLMENT FORM. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. SIGNED (Employee)_____________________________________________ Date_________ ================================================================================ If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here./ / - -------------------------------------------------------------------------------- Code - -------------------------------------------------------------------------------- For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: o knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or o knowingly include in their application or statement of claim any materially false or misleading information; and/or o knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A FRAUDULENT INSURANCE ACT IS A CRIME, AND PENALTIES MAY INCLUDE IMPRISONMENT, FINES, DENIAL OF INSURANCE, AND CIVIL DAMAGES. NEW YORK RESIDENTS, PLEASE NOTE: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. COLORADO RESIDENTS, PLEASE NOTE: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. [LOGO] Teachers College 730 Third Avenue Insurance and Retirement New York, NY 10017-3206 Annuity Equities 1 800 842-2733 Association Fund 212 490-9000 ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAACREF GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING Welcome to the TIAACREF retirement system. If you have any questions or would like additional information, please call our Enrollment Hotline toll free at 1 800 842-2888. 10/95 edition INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM 1. PERSONAL INFORMATION In this enrollment form, you and your refer to the EMPLOYEE. The EMPLOYER is the applicant. Your retirement income starting date is when you plan to start receiving TLGACREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. YOUR PREMIUM ALLOCATION You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. You can change your allocation offuture premiums any time. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. YOUR DESIGNATION OF BENEFICIARY If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefit, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. Unless you tell us differently or unless state law provides otherwise, we consider your "children" as your offspring from all your marriages, and any persons you've adopted. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you have questions about naming your beneficiary(ies), please call us toll free at 1 800 8422776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each certificate, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Offfice for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. CONSENT BY SPOUSE By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) Please detach here and keep instructions for your reference.= ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED. G V 1. PERSONAL INFORMATION Last Name First Middle | ClMr. ClMrs. C2Ms. C1 Other Mailing Address Street City State Zip Code Daytime Telephone Nurnber Sex Date of Birth Social Security Nurnber Spouse's Name ( ) | g M LI F | Mo. Day Yr. l l Employing Institution ] Campus/Branch | Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of 2. YOUR PREMIUM ALLOCATION TIAA TLGA CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity lndex Annuity Account Account Account Account Account Account Account Account % % % % % % % % % = 100% 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. Subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. Afterward, you exercise these rights yourself. You cannot assign or take loans from these certificates. Distributions before age 59-1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a tenyear period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) Date (Employer's Authorized OJJicial or Plan Representative) 5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. CONSENT BY SPOUSE (MUST BE WITNESSED) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. i 2 9 8 8 1 L L Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional kformation, which supplements the CREF prospectus, check here. [ ] DO NOT FILL IN THESE BLANKS Region Code F4933.3E (10/95) Ohio and Kentucky residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer or other person, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1800 842-2733 212-490-9000 (C) 1995 Teachers Insurance and Annuity Association N College Retirement Printed on Recycled Paper Standard GDV (ERISA) 10/95 EX-7.(J)(I) 72 ENROLLMENT FORM (ANNUITY CERT.) File: FLGRAD2E.TXT ENROLLMENT FORM FOR TWO SETS OF TIAA-CREF GROUP RETIREMENT ANNUITY CERTIFICATES-- ONE SET INSTITUTIONALLY OWNED WITH DELAYED VESTING FOR PLANS COVERED BY ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM 1. PERSONAL INFORMATION In this enrollment form, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. YOUR PREMIUM ALLOCATION Your institution's retirement plan has two components that provide for: o Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates that provide for delayed vesting, and o Employee Premiums, remitted on your behalf by your institution on a tax- deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates that provide for full and immediate vesting. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. YOU CAN CHANGE YOUR ALLOCATION OF FUTURE PREMIUMS ANYTIME. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. YOUR DESIGNATION OF BENEFICIARY The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefits, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable, will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each certificate, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. CONSENT BY SPOUSE By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GDV/GRA (ERISA) 9/97 FLA. ENROLLMENT FORM FOR TWO SETS OF TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED. GV/G 1. PERSONAL INFORMATION Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) [ ] M [ ] F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. YOUR PREMIUM ALLOCATION Fill in the amounts you are allocating between employer and employee premiums. A. EMPLOYER PREMIUMS: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. For the certificate set used for employee premiums, subject to the terms of your employer's retirement plan, you exercise all rights under your annuity certificates. For the certificate set used for employer premiums, subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. You cannot transfer accumulations between these sets of certificates. You cannot assign or take loans from these certificates. Distributions before age 59-1/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) With respect to Delayed Vesting GRA Certificates Date (EMPLOYER'S AUTHORIZED OFFICIAL OR PLAN REPRESENTATIVE) 5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. CONSENT BY SPOUSE (MUST BE WITNESSED) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 Code F4933.2a.1E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GDV/GRA (ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates-- One Set Institutionally Owned With Delayed Vesting For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information In this enrollment form, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates that provide for delayed vesting, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates that provide for full and immediate vesting. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefits, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable, will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each certificate, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GDV/GRA (ERISA) 9/97 CA ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP RETIREMENT Annuity CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING Please type or print in ink and provide all information requested. GV/G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% B. Employee Premiums: % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. For the certificate set used for employee premiums, subject to the terms of your employer's retirement plan, you exercise all rights under your annuity certificates. For the certificate set used for employer premiums, subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. You cannot transfer accumulations between these sets of certificates. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) With respect to Delayed Vesting GRA Certificates Date (Employer's Authorized Official or Plan Representative) 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F4933.2a.1E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GDV/GRA (ERISA) 9/97 CA ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates-- One Set Institutionally Owned With Delayed Vesting For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information In this enrollment form, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates that provide for delayed vesting, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates that provide for full and immediate vesting. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefits, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable, will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the death benefit, if any, under each certificate, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefit, if any, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of the annuity death benefit, if any, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit, if any. Your spouse cannot revoke consent once it has been given. Any survivor benefit payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509 CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GDV/GRA (ERISA) 9/97 FLA. ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP RETIREMENT Annuity CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING Please type or print in ink and provide all information requested. GV/G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. For the certificate set used for employee premiums, subject to the terms of your employer's retirement plan, you exercise all rights under your annuity certificates. For the certificate set used for employer premiums, subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. You cannot transfer accumulations between these sets of certificates. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of any death benefit specified by your employer's retirement plan. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) With respect to Delayed Vesting GRA Certificates Date (Employer's Authorized Official or Plan Representative) 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 Code F4933.2a.1E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GDV/GRA (ERISA) 9/97 FLA. ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates-- One Set Institutionally Owned With Delayed Vesting For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information In this enrollment form, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates that provide for delayed vesting, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates that provide for full and immediate vesting. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefits, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable, will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GDV/GRA (Non-ERISA) 9/97 ENROLLMENT Form FOR TWO SETS OF TIAA and CREF GROUP Retirement Annuity CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) GV/G Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. For the certificate set used for employee premiums, subject to the terms of your employer's retirement plan, you exercise all rights under your annuity certificates. For the certificate set used for employer premiums, subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. You cannot transfer accumulations between these sets of certificates. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) With respect to Delayed Vesting GRA Certificates Date (Employer's Authorized Official or Plan Representative) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F4933.2a.1N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: O knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or O knowingly include in their application or statement of claim any materially false or misleading information; and/or O knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GDV/GRA (Non-ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ EX-7.(J)(II) 73 FLGRAD2N.TXT File: FLGRAD2N.TXT ENROLLMENT FORM FOR TWO SETS OF TIAA-CREF GROUP RETIREMENT ANNUITY CERTIFICATES-- ONE SET INSTITUTIONALLY OWNED WITH DELAYED VESTING FOR PLANS NOT COVERED BY ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM 1. PERSONAL INFORMATION In this enrollment form, you and your refer to the EMPLOYEE. The EMPLOYER is the APPLICANT. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. YOUR PREMIUM ALLOCATION Your institution's retirement plan has two components that provide for: o Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates that provide for delayed vesting, and o Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates that provide for full and immediate vesting. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. YOUR DESIGNATION OF BENEFICIARY The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefits, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable, will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GDV/GRA (Non-ERISA) 9/97 FLA. ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP Retirement Annuity CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) GV/G Please type or print in ink and provide all information requested. 1. PERSONAL INFORMATION Last Name First Middle n Mr. n Mrs. n Ms. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. YOUR PREMIUM ALLOCATION Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. For the certificate set used for employee premiums, subject to the terms of your employer's retirement plan, you exercise all rights under your annuity certificates. For the certificate set used for employer premiums, subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. You cannot transfer accumulations between these sets of certificates. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS ENROLLMENT FORM. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. SIGNED (Employee) Date SIGNED (Applicant) With respect to Delayed Vesting GRA Certificates Date (EMPLOYER'S AUTHORIZED OFFICIAL OR PLAN REPRESENTATIVE) Signature of Florida Licensed Agent LIC. NO. 593282667 Code F4933.2a.1N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GDV/GRA (Non-ERISA) 9/97 FLA. File: CAGRAD2N.TXT ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates-- One Set Institutionally Owned With Delayed Vesting For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information In this enrollment form, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: o Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates that provide for delayed vesting, and 0 Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates that provide for full and immediate vesting. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefits, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable, will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GDV/GRA (Non-ERISA) 9/97 CA ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP Retirement Annuity CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) GV/G Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% B. Employee Premiums: % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. For the certificate set used for employee premiums, subject to the terms of your employer's retirement plan, you exercise all rights under your annuity certificates. For the certificate set used for employer premiums, subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. You cannot transfer accumulations between these sets of certificates. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) With respect to Delayed Vesting GRA Certificates Date (Employer's Authorized Official or Plan Representative) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F4933.2a.1N (10/95) CA (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GDV/GRA (Non-ERISA) 9/97 CA File: FLGRAD2N.TXT ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates-- One Set Institutionally Owned With Delayed Vesting For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information In this enrollment form, you and your refer to the employee. The employer is the applicant. Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: 0 Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates that provide for delayed vesting, and 0 Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates that provide for full and immediate vesting. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the death benefits, if any, specified by your employer's retirement plan, payable from the certificates' accumulations. If no primary beneficiary lives longer than you, any death benefit payable, will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives any death benefit payable. If you leave a spouse, he or she will receive 50% of the value of any death benefit payable under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GDV/GRA (Non-ERISA) 9/97 FLA. ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP Retirement Annuity CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA) GV/G Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. For the certificate set used for employee premiums, subject to the terms of your employer's retirement plan, you exercise all rights under your annuity certificates. For the certificate set used for employer premiums, subject to the terms of your employer's retirement plan, your employer exercises all rights under your annuity certificates until you become vested under the plan. You cannot transfer accumulations between these sets of certificates. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signed (Applicant) With respect to Delayed Vesting GRA Certificates Date (Employer's Authorized Official or Plan Representative) Signature of Florida Licensed Agent LIC. NO. 593282667 Code F4933.2a.1N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GDV/GRA (Non-ERISA) 9/97 FLA. EX-7.(K)(I) 74 FLGRA2E.TXT File: FLGRA2E.TXT ENROLLMENT FORM FOR TWO SETS OF TIAA-CREF GROUP RETIREMENT ANNUITY CERTIFICATES FOR PLANS COVERED BY ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM 1. PERSONAL INFORMATION Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. YOUR PREMIUM ALLOCATION Your institution's retirement plan has two components that provide for: o Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates, and o Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. YOUR DESIGNATION OF BENEFICIARY The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. NOTICE OF SPOUSE'S RIGHT TO ANNUITY DEATH BENEFITS Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. CONSENT BY SPOUSE By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA/GRA (ERISA) 9/97 FLA. ENROLLMENT FORM FOR TWO SETS OF TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED. G/G 1. PERSONAL INFORMATION Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) [ ] M [ ] F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of . 2. YOUR PREMIUM ALLOCATION Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. YOUR DESIGNATION OF BENEFICIARY Name(s) of Primary Beneficiary(ies) Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. You cannot transfer accumulations between the set of certificates used for employer premiums and the set used for employee premiums. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS ENROLLMENT FORM. I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS. SIGNED Date 5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. CONSENT BY SPOUSE (MUST BE WITNESSED) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 Code F7052.1E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA/GRA (ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA/GRA (ERISA) 9/97 ENROLLMENT Form FOR TWO SETS OF TIAA and CREF GROUP RETIREMENT Annuity CERTIFICATES Please type or print in ink and provide all information requested. G/G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. You cannot transfer accumulations between the set of certificates used for employer premiums and the set used for employee premiums. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F7052.1E (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: O knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or O knowingly include in their application or statement of claim any materially false or misleading information; and/or O knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association O College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA/GRA (ERISA) 9/97 ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA/GRA (ERISA) 9/97 FLA. ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP RETIREMENT Annuity CERTIFICATES Please type or print in ink and provide all information requested. G/G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. You cannot transfer accumulations between the set of certificates used for employer premiums and the set used for employee premiums. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date Signature of Florida Licensed Agent LIC. NO. 593282667 Code F7052.1E (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA/GRA (ERISA) 9/97 FLA. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates For Plans Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. Notice of Spouse's Right to Annuity Death Benefits Your employer's retirement plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth 50% of the value of your accumulation under each certificate at your date of death, unless your spouse consents to the designation of another primary beneficiary. To permit someone other than your spouse to receive more than 50% of the annuity death benefits, your spouse must sign the consent in Section 5 of the enrollment form. A spouse's consent will not be valid with respect to any different spouse you may have in the future. 4. NOTE: Please read all information and sign where indicated. 5. Waiver of spouse's right to a preretirement survivor death benefit If you are married and you have not named your spouse as your primary beneficiary for at least 50% of your annuity death benefits, then by signing this enrollment form, you are waiving your spouse's right to a preretirement survivor death benefit and your spouse must agree to this waiver by signing the consent. Generally, you can make this waiver only if you're at least 35. If you're under 35, please contact your Benefits Office for more information. You can revoke the waiver any time before your annuity income begins by naming your spouse as your primary beneficiary. Consent by Spouse By signing this consent, your spouse is giving up all rights to receive the preretirement survivor benefit. Your spouse cannot revoke consent once it has been given. Any survivor benefits payable before annuity income payments begin will be paid to the beneficiary(ies) you named. (Your spouse's signature must be witnessed by your employer's plan representative or a notary public.) CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA/GRA (ERISA) 9/97 CA ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP RETIREMENT Annuity CERTIFICATES Please type or print in ink and provide all information requested. G/G 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% B. Employee Premiums: % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. You cannot transfer accumulations between the set of certificates used for employer premiums and the set used for employee premiums. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. Under ERISA, each certificate gives your spouse the right to an annuity worth 50% of the value of your accumulations at the date of your death. Your spouse must consent below to any beneficiary designation that doesn't meet this requirement. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed Date 5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit If you have waived your spouse's right to a preretirement survivor death benefit under ERISA by naming other primary beneficiaries for more than 50% of any death benefit, your spouse must consent to the waiver. Consent by Spouse (must be witnessed) With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit under ERISA. I recognize that any preretirement death benefit payable under these certificates will be paid to the beneficiaries as specified above. Signed (Spouse) Soc. Sec. No. Date Notary or Plan Representative Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F7052.1E (10/95) CA (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA/GRA (ERISA) 9/97 CA EX-7.(K)(II) 75 ENROLLMENT FORM ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA/GRA (Non-ERISA) 9/97 ENROLLMENT Form FOR TWO SETS OF TIAA and CREF GROUP Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) G/G Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. You cannot transfer accumulations between the set of certificates used for employer premiums and the set used for employee premiums. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F7052.1N (10/95) For your protection, some states require a warning against fraud to appear on this form. These states, including Colorado, Kentucky, New York, and Ohio, require a warning substantially similar to the following warning. People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: O knowingly do so with intent to injure, defraud, or deceive any insurance company or another person; and/or O knowingly include in their application or statement of claim any materially false or misleading information; and/or O knowingly conceal information for the purpose of misleading concerning any fact material to the application or claim. A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance, and civil damages. New York residents, please note: Civil penalties shall not exceed $5,000 and the stated value of the claim for each such violation. Colorado residents, please note: Any insurance company or any agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or to a claimant for the purpose of defrauding or attempting to defraud the policyholder or the claimant with regard to a settlement or award payable from the insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA/GRA (Non-ERISA) 9/97 ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other TIAA and CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: TIAA limits transfers from the Real Estate Account to one per calendar month. In the future, TIAA and CREF may restrict transfers from the Real Estate Account or from any of the CREF accounts to one per calendar quarter. TIAA has the right to stop accepting premiums and/or transfers to the Real Estate Account. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. CREF certificates and interests in the TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA/GRA (Non-ERISA) 9/97 FLA. ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) G/G Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100% B. Employee Premiums: % % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. You cannot transfer accumulations between the set of certificates used for employer premiums and the set used for employee premiums. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date Signature of Florida Licensed Agent LIC. NO. 593282667 If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F7052.1N (10/95) FLA. Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information, is guilty of a felony of the third degree. (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA/GRA (Non-ERISA) 9/97 FLA. ENROLLMENT FORM For Two Sets of TIAA-CREF Group Retirement Annuity Certificates For Plans Not Covered By ERISA IMPORTANT: Use this enrollment form to enroll in your institution's basic retirement plan only, not for personal tax-deferred savings.It's Easy to Enroll Just complete the enrollment form and return it to your benefits office. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (CA) Instructions for filling out the ENROLLMENT FORM 1. Personal Information Your retirement income starting date is when you plan to start receiving TIAA-CREF retirement income. You can change it any time. If you do not select a date or an age, we will assume age 65 when preparing your benefit illustrations. 2. Your premium allocation Your institution's retirement plan has two components that provide for: O Employer Premiums, tax-deferred under Internal Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA and CREF Group Retirement Annuity Certificates, and O Employee Premiums, remitted on your behalf by your institution on a tax-deferred basis under Section 403(b), to be applied to a separate set of TIAA and CREF Group Retirement Annuity Certificates. You can allocate premiums to the TIAA Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the other CREF accounts available under your employer's retirement plan. Before allocating money to any account (other than the TIAA Traditional Annuity) please read the current prospectus. Premium allocations have to be in whole percentages and total 100%. NOTE: In the future, CREF may restrict transfers from any of the CREF accounts to one per calendar quarter. You can change your allocation of future premiums anytime. If your allocation does not total 100%, if it violates any plan limitations, or if we receive your premiums before we receive your enrollment form, any premiums will go to the CREF Money Market Account. Upon receiving a valid allocation, we will apply all future premiums accordingly. For more information, please see the CREF prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity certificates are issued in California, where the TIAA Real Estate Account is not available. California residents cannot allocate to this account. 3. Your designation of beneficiary The beneficiary(ies) named on this enrollment form will be used for all the Group Retirement Annuity Certificates being issued now. If you die before annuity payments start, your designated beneficiary(ies) will receive the total value of your accumulations as a death benefit. If no primary beneficiary lives longer than you, death benefits will go to your contingent beneficiary(ies). For example, a married person with children might name the spouse as primary beneficiary and the children as contingent beneficiaries. If you die before annuity payments start, have not named a beneficiary, and leave no spouse, your estate receives the entire accumulation. If you leave a spouse, he or she will receive 50% of the value of your accumulation under each certificate; the remainder will be paid to your estate. If you do not have the date of birth and / or Social Security number for one of your beneficiaries, you can send in this form now and forward the information to us later. The beneficiary designations that you provide on this form will apply only to this contract. If you have other TIAA-CREF contracts, you may want to make sure your beneficiary designations reflect your current intentions. For any questions about naming your beneficiary(ies), please call us at 1 800 842-2776. 4. NOTE: Please read all information and sign where indicated. CREF certificates are distributed by TIAA-CREF Individual & Institutional Services. Standard GRA/GRA (Non-ERISA) 9/97 CA ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP Retirement Annuity CERTIFICATES (FOR PLANS NOT COVERED BY ERISA) G/G Please type or print in ink and provide all information requested. 1. Personal Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing Address Street City State Zip Code Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position Your Retirement Income Starting Date The first day of (Month) (Year) , or at the age of. 2. Your Premium Allocation Fill in the amounts you are allocating between employer and employee premiums. A. Employer Premiums: TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF Traditional Real Estate Stock Money Market Social Choice Bond Market Global Equities Growth Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100% B. Employee Premiums: % N/A % % % % % % % % % = 100% 3. Your Designation of Beneficiary Name(s) of Primary Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s) of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security Number 4. This enrollment form is for certificates issued under a retirement plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA). Generally, retirement plans other than those of public institutions and certain churches are covered by ERISA. If you are employed at any time by an employer whose retirement plan is covered by ERISA, your benefits from contributions made under that plan will be subject to your spouse's rights. This could affect your beneficiary designation if you have named someone other than your spouse. You cannot assign or take loans from these certificates. Distributions before age 591/2, or before termination of service, may be prohibited, limited, and/or subject to substantial tax penalties. Your TIAA certificate allows transfers to CREF from your Traditional Annuity accumulation over a ten-year period and from your Real Estate Account accumulation in a single sum. Cash withdrawals from your Traditional Annuity accumulation are allowed, if permitted by your employer's retirement plan and subject to a surrender charge, only within 120 days after termination of employment. Your CREF certificate may limit, in accordance with the terms of your employer's retirement plan, cash withdrawals, transfers among the CREF accounts and transfers to alternate funding vehicles. You cannot transfer accumulations between the set of certificates used for employer premiums and the set used for employee premiums. CREF account accumulations and benefit payments, and Real Estate Account accumulations, are variable and not guaranteed; they depend on the investment performance of these accounts. I have read and understood all provisions of this enrollment form. I have received a current CREF prospectus and a current Real Estate Account prospectus. Signed (Employee) Date If you would like to receive CREF's Statement of Additional Information, which supplements the CREF prospectus, check here. n Code F7052.1N (10/95) CA (C) 1997 Teachers Insurance and Annuity Association (Degree) College Retirement Equities Fund Printed on Recycled Paper Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206 1 800 842-2733 212 490-9000 Standard GRA/GRA (Non-ERISA) 9/97 CA EX-10.(A) 76 TIAA-CREF RETIREMENT PLAN TIAA-CREF RETIREMENT PLAN PURPOSE The TIAA Retirement Plan (the "Plan") is a Defined Contribution Plan that provides retirement benefits for participating employees. It was established on July 1, 1929. Benefits are provided through: A. Teachers Insurance and Annuity Association (TIAA). TIAA provides traditional and variable annuities. Variable annuities are through its Real Estate Account. B. College Retirement Equities Fund (CREF). CREF is TIAA's companion organization, providing variable annuities. The Plan operates under Section 401(a) of the Internal Revenue Code. TIAA is the plan administrator and is responsible for plan operations. The Plan year extends from January 1 to December 31. ELIGIBILITY All employees (other than Leased Employees) of TIAA are eligible to participate in the Plan. PARTICIPATION If you are an eligible employee, other than an hourly employee, you will begin participation in this Plan on the first of the month following the attainment of age 21 and the completion of "6" consecutive months of service starting with your date of employment. If you are an eligible employee who is an hourly employee, participation in the Plan will begin after you have attained age 21 and completed 500 or more hours of service in a "6" consecutive month period starting with your date of employment. TIAA will notify you when you've completed the requirements needed to participate in the Plan. In order to participate in the plan, TIAA may require you to complete and return the appropriate enrollment form(s). Failure to complete and return such form(s) my be deemed a waiver of your rights to participate. Each participant is entitled to the benefits and is bound by all of the terms, provisions, and conditions of the Plan, including any and all amendments which from time to time may be adopted, including the terms, provisions and TRP-1 conditions of any contract and/or certificate issued to the participant under the Plan. All determinations about eligibility and participation will be made by TIAA. TIAA will base its determinations on its records and the official plan document. In the event of an inconsistency between this Summary and the official plan document, the plan document will control. PLAN CONTRIBUTIONS When you become a participant, employer contributions will be made on your behalf on a semi-monthly basis for all periods except for periods in which you receive no compensation. Employer contributions are a percentage of compensation that varies depending upon your age as set forth on the following schedule: Age-graded contribution schedule PLAN CONTRIBUTIONS AS A PERCENTAGE OF COMPENSATION - -------------------------------------------------------------------------------- Participant's Attained Age TIAA - -------------------------------------------------------------------------------- Through the pay period in which your 25th 8% birthday occurs - -------------------------------------------------------------------------------- From the pay period following your 25th birthday through the pay period in which 10% your 30th birthday occurs - -------------------------------------------------------------------------------- From the pay period following your 30th birthday through the pay period in which 15% your 45th birthday occurs - -------------------------------------------------------------------------------- From the pay period following your 45th birthday through the pay period in which 18% your 55th birthday occurs - -------------------------------------------------------------------------------- From the pay period following your 55th 20% birthday - -------------------------------------------------------------------------------- Compensation for the purpose of this Plan means your salary as paid to you prior to the application of (i) contributions made pursuant to a salary reduction agreement which are not includable in your gross income under the TIAA flexible benefit and tax-deferred annuity plans; and (ii) any lump sum or single sum salary advance agreement; but excluding any service award, overtime pay, bonuses, or any other nonregular compensation (including flex benefit credits). The annual compensation taken into account under the Plan for any year shall not exceed $150,000, as adjusted TRP-2 by the Commissioner of Internal Revenue for increases in the cost of living. The total amount of contributions made on your behalf for any year will not exceed $30,000, as adjusted by the Commissioner of Internal Revenue for increases in cost of living. Plan contributions will be made solely by TIAA to be applied as premiums on regular retirement annuity contracts and may be allocated between TIAA and CREF in any whole percentage as designated by you. VESTING Your retirement benefits shall become nonforfeitable and fully vested upon the completion of five years of service. Years of service shall include all years of service after you attain age 18. In addition, your retirement benefits shall be nonforfeitable and fully vested upon the earlier of (a) termination of service on or after the date you attain age 65; or (b) upon your death while still employed. If you have a break in service before you are vested, you will not receive any benefits under this Plan. If you later return, you may be entitled to the benefits attributable to your earlier service. If your break in service is less than 5 years, you will be credited with your past service and your account will be restored, subject to your satisfying the vesting requirements. If the break in service is more than 5 years, you will not be entitled to the forfeited benefits and your past service will not be counted toward the vesting of benefits attributable to your service after reemployment. YEAR OF SERVICE You are credited with a year of service for each 12-month period of employment starting with your date of employment (or anniversary date of reemployment). BREAK IN SERVICE A break in service occurs if you perform no service for a continuous 12 month period. For certain maternity or paternity leaves, the continuous 12 month period begins on the first anniversary of the first date of absence for the maternity or paternity reasons. TOP-HEAVY PROVISIONS If the Plan is "top-heavy" in any year, your rights to receive retirement benefits under the plan will become fully vested TRP-3 when your years of service equal 3 or more. A "top-heavy" plan, as defined by the Internal Revenue Code (IRC), is a plan that provides more than 60% of its benefits to "key" employees. Key employees are generally officers, shareholders, owners and highly compensated employees. TIAA does not expect the Plan to ever become "top-heavy". If it does, you'll be notified. LEAVE OF ABSENCE During a paid leave of absence, contributions will continue to be made based on your compensation paid during your leave of absence. If you become totally disabled, contributions will continue to be made based on your compensation immediately before you become disabled, subject to the limits imposed by the Internal Revenue Code (IRC). MILITARY LEAVE If you are absent from employment by reason of service in the uniformed services of the United States, you will in accordance with applicable law be treated as having been employed by TIAA during your period of such service. Once you return to actual employment, TIAA will make those contributions to the Plan that would have been made if you had remained employed during your period of military service to the extent required by law. Contributions may be based on the compensation you would have earned if you had actually continued employment with TIAA. RETIREMENT AGE Normal retirement age under the Plan is the day in which you attain age 65. Annuity income usually begins on that date. RETIREMENT INCOME Although annuity income usually begins at normal retirement age, you may begin to receive income at any time after termination of employment. You may not receive income while you are still employed, except as required by law. Under current law, retirement benefits must normally begin no later than April 1 of the calendar year following the year in which you attain age 70 1/2 even if you are still employed. Failure to begin annuity income by the required TRP-4 beginning date may subject you to a substantial federal tax penalty. If you die before the distribution of benefits has begun, your entire interest must normally be distributed within five years after your death. Under a special rule, death benefits may be payable over the life or life expectancy of a designated beneficiary if the distribution of benefits begins no later than one year from the date of your death. If the designated beneficiary is your spouse, the commencement of benefits may be deferred until you would have attained age 70 1/2 had you continued to live. The payment of benefits according to the above rules is extremely important. Federal tax law imposes a 50 percent excise tax on the difference between the amount of benefits required by law to be distributed and the amount actually distributed if it is less than the required minimum amount. ASSIGNMENT No benefits or interest available under this retirement plan will be subject to assignment or alienation, either voluntarily or involuntarily except as permitted under Section 401 (a)(13) of the IRC and the applicable regulations thereunder. The preceding sentence shall not apply to the creation, assignment or recognition of a right to any benefit payable with respect to a participant pursuant to a domestic relations order, as defined in Section 414 (p) of the IRC. RETIREMENT INCOME OPTIONS You may choose from among several income options when you retire. If you're married, your right to choose an income option will be subject to your spouse's right (under federal pension law) to survivor benefits, as discussed in the next section, unless this right is waived by you and your spouse. The following income options are available: A ONE-LIFE (SINGLE LIFE) ANNUITY. This option pays you an income for as long as you live, with payments stopping at your death. A one-life annuity provides you with a larger monthly income than other options. This option is also available with a 10, 15, or 20 year guaranteed payment period (but not exceeding your life expectancy at the time you begin annuity income). If you die during the guaranteed period, payments in the same amount that you would have received continue to your beneficiary(ies) for the rest of the guaranteed period. TRP-5 A Survivor Annuity. This option pays you a lifetime income, and if your spouse (or other Second Annuitant) lives longer than you, he or she continues to receive an income for life. The amount continuing to the survivor depends on which of the following three options you choose: o FULL BENEFIT TO SURVIVOR. The full income continues as long as either you or your Second Annuitant are living. o TWO-THIRDS BENEFIT TO SURVIVOR. At the death of either you or your Second Annuitant, the payments are reduced to two-thirds the amount that would have been paid if both had lived, and are continued to the survivor for life. o HALF BENEFIT TO SECOND ANNUITANT. The full income continues as long as you live. If your Second Annuitant survives you, he or she receives for life one-half the income you would have received if you had lived. If your Second Annuitant dies before you, the full income continues to you for life. All survivor annuities are available with a 10, 15, or 20 year guaranteed period, but not exceeding the joint life expectancies of you and your spouse (or other Annuity Partner). The period may be limited by federal tax law. QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing for payments for your life with a survivor annuity for the life of your spouse which is not less than 50% (and not more than 100%) of the amount payable during your joint lives. A MINIMUM DISTRIBUTION OPTION (MDO). The MDO is for Participants age 70 1/2 or older. With the MDO, you'll receive the required federal minimum distribution while preserving as much of your accumulation as possible. The minimum distribution will be paid to you annually. TIAA INTEREST PAYMENT RETIREMENT OPTION (IPRO). TIAA Participants between ages 55 and 69 1/2 with a TIAA accumulation of at least $10,000 can receive monthly payments equal to the interest (guaranteed plus dividends) that would otherwise be credited to your TIAA annuity. Payments will be made at the end of each month. Your principal accumulation is not reduced while you are receiving interest payments. Payments under the IPRO will consist of the contractual interest rate (currently 3 percent), plus dividends as declared by TIAA's Board of Trustees. Dividends are declared each March for the following 12-month period and TRP-6 are not guaranteed after the 12-month period has expired. If you elect the IPRO, these rates will be used to determine your monthly payment rather than be credited to your annuities. Interest payments made under the IPRO must continue for at least 12 months. Once you start to receive interest income payments, you must continue receiving them until you begin receiving you accumulation under an annuity income option. Usually, you may delay beginning your annuity income benefits as late as permitted under federal law. When you do begin annuity income from your TIAA accumulation, you may choose any of the lifetime annuity income options available under your TIAA contracts. If you die while receiving interest payments under the IPRO, your beneficiary will receive the amount of your starting accumulation, plus interest earned but not yet paid. If you die after you've begun to receive your accumulation as an annuity, your beneficiary will receive the benefits provided under the annuity income option you've selected. SPOUSE'S RIGHTS Benefits must be paid to married Participants in the Plan only as described below, unless a written waiver of the benefits by the Participant and a written consent to the waiver by the spouse is filed with TIAA-CREF. This provision applies to both retirement benefits and pre-retirement death benefits. If benefits commenced before your death, your surviving spouse at your death shall continue to receive income that is at least half of the annuity income payable during the joint lives of you and your spouse (joint and survivor annuity). If you die before annuity income begins, your surviving spouse shall receive a benefit that is at least half of the full current value of your annuity accumulation (pre-retirement death benefit), payable in a single sum or under one of the income options offered by TIAA-CREF. Married Participants and their spouses may waive the spousal entitlement to a joint and survivor annuity or a pre-retirement death benefit only if a written waiver of the benefit signed by the Participant and the spouse (and notarized) is filed with TIAA-CREF. For post-retirement survivor benefits (joint and survivor annuity), the waiver may be made only during the 90-day period before the commencement of benefits. The waiver also may be revoked during the same period. It may not be revoked after annuity income begins. TRP-7 The period during which you and your spouse may elect to waive the pre-retirement survivor death benefit begins on the first day of the plan year in which you attain age 35. The period continues until the earlier of your death or the date you start receiving annuity income. If you die before attaining age 35 - that is, before you've had the option to make a waiver - at least half of the full current value of the annuity accumulation is payable automatically to your surviving spouse in a single sum, or under one of the income options offered by TIAA-CREF. If you terminate employment before age 35, the period for waiving the pre-retirement death benefit begins no later than the date of termination. The waiver also may be revoked during the same period. If a judgement, decree or order made following a state domestic relations law establishes the rights of another person ( the "alternate payee") to your benefits under this Plan, and if such an order (hereafter called a "qualified domestic relations order") is for providing child support, alimony or their marital property payments, then payments will be made according to that order. If a court issues a qualified domestic relations order, the order may preempt the usual requirements that your spouse be considered your primary beneficiary for a portion of the accumulation. LUMP SUM PAYMENT/UNIT ANNUITY/REPURCHASE The Lump Sum benefit and Unit Annuity for a fixed period option, as may be available under the TIAA-CREF contracts or certificates, are not available under this Plan. In addition, TIAA will not approve any request to repurchase. DEATH BENEFITS If you die before beginning retirement benefits, the full current value of your annuity accumulation is payable as a death benefit. You may choose one or more of the options listed in your annuity contracts for payments of the death benefit, or you may leave the choice to your beneficiary. The payment options include: o Income for the lifetime of the beneficiary with payments ceasing at his or her death. o Income for the lifetime of the beneficiary, with a minimum period of payments of either 10, 15, or 20 years, as selected. o Income for a fixed period of not fewer than two nor more than 30 years, as elected, but not longer than the TRP-8 life expectancy of the beneficiary. o A minimum distribution option for beneficiaries. This option pays the required federal minimum distribution each year. o The accumulation may be left on deposit, for up to one year, for later payment under any of the options. Federal tax law puts limitations on when and how beneficiaries receive their death benefits. TIAA-CREF will notify your beneficiary of the applicable requirements at the time he or she applies for benefits. You should review your beneficiary designation periodically to make sure that the person you want to receive the benefits is properly designated. You may change your beneficiary by completing the "Designation of Beneficiary" form available from the Human Resources-Benefits Department. If you die without having named a beneficiary, your spouse will automatically receive half of your accumulation. Your estate will receive the other half. If there's no spouse, your estate receives the entire accumulation. FUNDING VEHICLES Contributions may be invested in one or more of the following funding vehicles that are currently available under this Plan: A. Teachers Insurance and Annuity Association (TIAA) Traditional Annuity Real Estate Account B. College Retirement Equities Fund (CREF) CREF Retirement Annuity Stock Account Money Market Account Social Choice Bond Market Global Equities Growth Equity Index Any additional accounts offered by TIAA-CREF under institutional retirement plans will automatically be made available to you under this Plan. You'll be notified of any additions or deletions. TRP-9 ANNUITY CONTRACT TIAA TRADITIONAL ANNUITY: Contributions to a TIAA Traditional Annuity are used to purchase a contractual or guaranteed amount of future retirement benefits for you. Once purchased, the guaranteed benefit of principal plus interest cannot be decreased, but it can be increased by dividends. Once you begin receiving annuity income, your accumulation will provide an income consisting of the contractual, guaranteed amount plus dividends that are declared each year and which are not guaranteed for future years. Dividends, when declared, remain in effect through the "Dividend Year," which begins each March 1. For a recorded message of the current interest rate for contributions to TIAA, call 1 800 842-2252. CREF AND THE TIAA REAL ESTATE ACCOUNT: You have the flexibility to accumulate retirement benefits in any of the CREF variable annuity accounts and the TIAA Real Estate Account as indicated above. Each Account has its own investment objective and portfolio of securities. Contributions to an account are used to buy Accumulation Units, or shares of participation in an underlying investment portfolio. The value of the Accumulation Units changes each business day. For a recorded message of the latest Accumulation Unit Values for the CREF Accounts and the Real Estate Account and the seven-day yield for the CREF Money Market Account, call 1 800 842-2252. The recording is updated each business day. ALLOCATION OF CONTRIBUTIONS You may allocate contributions among the TIAA Traditional Annuity and the Accounts in any whole-number proportion, including full allocation to any Account. You specify the percentage of contributions to be directed to the TIAA Traditional Annuity and the Accounts on the "Application for Retirement Annuity Contracts" when you begin participation. You may change your allocation of future contributions at any time after participation begins by calling the Automated Telephone Service toll free at 1 800 842-2252. The automated service is available between the hours of 8:00 a.m. and 8:00 p.m. Eastern time, Monday through Friday. When you receive your Retirement Annuity contracts, you'll also be sent a Personal Identification Number (PIN). The PIN enables you to change your allocation by using the Automated Telephone Service. TRP-10 TRANSFERS OF ACCUMULATIONS Accumulations may be transferred among the CREF Accounts and the TIAA Real Estate Account. Accumulations in the CREF Accounts and the TIAA Real Estate Account also may be transferred to a TIAA Traditional Annuity. Complete transfers may be made at any time. Partial transfers may be made from a CREF Account and/or the TIAA Real Estate Account to a TIAA Traditional Annuity, and among the CREF Accounts and/or the TIAA Real Estate Account at any time as long as at least $1,000 is transferred each time. There's no charge for transferring accumulations in the TIAA-CREF system. If you transfer your entire accumulation in a CREF and/or the TIAA Real Estate Account to a TIAA Traditional Annuity and decide later to allocate premiums to CREF and/or the TIAA Real Estate Account, you're not required to complete another application. You may complete transfers within the TIAA-CREF system either by phone or in writing. CREF and TIAA Real Estate Account transfers, as well as premium allocation changes, will be effective as of the close of the New York Stock Exchange (usually 4:00 p.m. Eastern time) on the day the instructions are received, unless you choose the last day of the current month or any future month. Instructions received after the close of the New York Stock Exchange are effective as of the close of the Stock Exchange on the next business day. The toll-free number to reach the Automated Telephone Service is 1 800 842-2252. TIAA Traditional Annuity accumulations may be transferred to any of the CREF accounts and/or the Real Estate Account through the Transfer Payout Annuity (TPA). Transfers will be made in substantially equal annual amounts over a period of 10 years. Transfers made under the TPA contracts are subject to the terms of that contract. The minimum transfer from TIAA to a CREF account and/or the Real Estate Account is $10,000 (or the entire accumulation if it totals less than $10,000). PARTICIPANT STATEMENTS The annual Annuity Benefits Report that TIAA-CREF sends you shows the total accumulation value at year-end for your Retirement Annuities, which is the amount of death benefits your spouse or other beneficiary would have received on that date. It also includes an illustration of the annuity income you would receive at retirement under certain stated assumptions as to future premiums, your TRP-11 retirement age, the income option and payment method selected, TIAA dividends, and the investment experience of the CREF accounts and the TIAA Real Estate Account. These factors affect the amount of your retirement income. TIAA-CREF also sends you a Quarterly Confirmation of Transactions. This report shows the accumulations total, a summary of transactions made during the period, TIAA interest credited, and the number and value of CREF and the TIAA Real Estate account accumulation units. You also may receive Premium Adjustment Notices. These notices summarize any adjustments made to your annuities and are sent at the time the adjustments are processed. And once a year, you'll receive the TIAA-CREF Annual Report. The Annual Report summarizes the year's activity, including details on TIAA and CREF investments, earnings, and investment performance. ADMINISTRATOR Benefits under the Plan are provided by annuity contracts issued to Participants by TIAA-CREF. In addition, TIAA is the administrator of this Plan. As the administrator, TIAA is responsible for enrolling Participants, forwarding plan contributions as premiums to annuity contracts for each participant, and performing other duties required for operating the Plan. TIAA may designate, in writing, other persons to carry out duties under the plan. PLAN TERMINATION AND AMENDMENT While it's expected that the Plan will continue indefinitely, TIAA reserves the right to modify or discontinue the Plan at any time. TIAA, by action of its Board, also may delegate any of its powers and duties with respect to the Plan or its amendments to one or more officers or other employees of TIAA. Any such delegation shall be stated in writing. TIAA will exercise good faith, apply standards of uniform application, and refrain from arbitrary action. In the event the vesting schedule is amended, all Participants with at least three years of service may elect to be governed by the prior vesting schedule. In addition, if the Plan is partially or completely terminated, all affected participants will become vested in their accounts. REQUESTS FOR INFORMATION AND CLAIMS PROCEDURES Requests for information, and claims or service of legal process concerning eligibility, participation, contributions, TRP-12 or other aspects of the operation of the plan should be in writing and directed to: TIAA, 730 Third Avenue, New York, NY 10017, Attention: Human Resources/Benefits Department. The following rules describe the claims procedure under the Plan: o FILING A CLAIM FOR BENEFITS: A claim or request for plan benefits is filed when the requirements of a reasonable claim-filing procedure have been met. A claim is considered filed when a written communication is made to TIAA, 730 Third Avenue, New York, NY 10017-3206, Attention: Human Resources/Benefits Department. o PROCESSING THE CLAIM: TIAA, as the Plan Administrator, must process the claim within 90 days after the claim is filed. If an extension of time for processing is required, written notice must be given to you before the end of the initial 90-day period. The extension notice must indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render its final decision. In no event can the extension period exceed a period of 90 days from the end of the initial 90-day period. o DENIAL OF CLAIM: If a claim is wholly or partially denied, the Plan Administrator must notify you within 60 days following receipt of the claim. The notification must state the specific reason or reasons for the denial, specific references to pertinent plan provisions on which the denial is based, a description of any additional material or information necessary to perfect the claim, and appropriate information about the steps to be taken if you wish to submit the claim for review. o REVIEW PROCEDURE: You or your duly authorized representative has at least 60 days after receipt of a claim denial to appeal the denied claim to an appropriate named fiduciary or individual designated by the fiduciary and to receive a full and fair review of the claim. As part of the review, you must be allowed to see all plan documents and other papers that affect the claim and must be allowed to submit issues and comments and argue against the denial in writing. o DECISION ON REVIEW: The Plan must conduct the review and decide the appeal within 60 days after the request for review is made. If special circumstances require an extension of time for processing (such as the need to hold a hearing if the plan procedure provides for such a hearing), you must be furnished with written notice of TRP-13 the extension, which can be no later than 120 days after receipt of a request for review. The decision on review must be written in clear and understandable language and must include specific reasons for the decision as well as specific references to the pertinent plan provisions on which the decision is based. If appeal is denied, in whole or in part, you have a right to file suit in a state or federal court. ERISA RIGHTS AND INFORMATION As a Participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan Participants are entitled to: 1. Examine without charge, at the Plan Administrator's office all documents, including insurance contracts, and copies of all documents filed by the Plan with the U.S. Department of Labor, such as annual reports and Plan descriptions. 2. Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. TIAA may make a reasonable charge for the copies. 3. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish you with a summary of the Plan's financial report. 4. Obtain a statement telling whether you have a right to receive a pension at normal retirement age and if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you do not have the right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required to be given more than once a year. The Plan must provide the statement free of charge. In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for operating the Plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. If your claim for a pension benefit is denied in whole or in part, you must receive a written explanation of TRP-14 the reason for the denial. You have the right to have the Plan review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and don't receive them within 30 days, you may file a suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $100 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits that is denied or ignored in whole or in part, you may file suit in a state or federal court. If the Plan fiduciaries misuse the Plan's money, or if you're discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about your Plan, your should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest area office of the U.S. Pension and Welfare Benefits Administration, Department of Labor. PENSION BENEFITS GUARANTY CORPORATION (PBGC) Since the Plan is a defined contribution plan, it isn't insured by the PBGC. The PBGC is the government agency that guarantees certain types of benefits under covered plans. AGENT OF LEGAL PROCESS The agent for service of legal process is: Office of the General Counsel TIAA-CREF 730 Third Avenue New York, NY 10017-3206 This SPD was prepared for employees of TIAA. If there's any ambiguity or inconsistency between this SPD and the Plan Document, the terms of the Plan Document will govern. With respect to benefits provided by TIAA-CREF annuity contracts or certificates, all rights of a participant under the contracts or certificates will be determined only TRP-15 by the terms of such contracts or certificates. EMPLOYER IDENTIFICATION NUMBER: 13-1624203 PLAN NUMBER: 001 TRP-16 EX-10.(B) 77 CREF DEFERRED COMPENSATION PLAN CREF DEFERRED COMPENSATION PLAN FOR NON-OFFICER TRUSTEES This document sets forth the provisions of the CREF Deferred Compensation Plan for Non-Officer Trustees ("Plan") established by the Board of Trustees of College Retirement Equities Fund ("CREF") as of January 1, 1980, as amended August 16, 1986 and July 1, 1996. I. DEFINITIONS As used in the Plan and in the Agreement, the following words or phrases shall have the meanings hereinafter indicated. 1. "Termination" from the Board of Trustees shall be deemed to occur on the date when trustees ceases to be a member of the Board of Trustees of CREF for any reason, including death. 2. "Account" shall mean a bookkeeping account maintained by TIAA on behalf of CREF of the credits reflecting trustee's stipends and fees deferred, the additional credits thereon, and the value of payments to the trustee under the Agreement. The use of the word "account" does not contemplate or imply any segregation by CREF of any monies or assets separate from its general assets nor shall it be deemed to mean that any credits to a Trustee Account is the property of any trustee. 3. "Plan Credits" shall mean (1) credits reflecting that portion of the annual stipends and fees payable by CREF to the trustee for service on the Board of Trustees of CREF which trustee elects to have credited under this plan and (2) additional credits reflecting an amount calculated by applying the same interest rate, including dividends, as then being credited to current premiums on a TIAA Retirement Annuity Contract issued as of the first day of the month after the date of the Agreement on the balance of the credits in the Trustee Account as of the first of each month. As of July 1, 1996, for Trustee Accounts not in pay status as of that date, the deemed value of Trustee Accounts shall be determined pursuant to individual annuity contracts purchased from TIAA-CREF on the life of each participating trustee. These contracts will be owned by TIAA on behalf of CREF and, subject to Section III of this Plan, TIAA on behalf of CREF will make all decisions regarding the allocation of the Trustee Account between TIAA and CREF. These contracts shall be the general assets of CREF, subject to all of the claims of its creditors, and shall not be a trust fund or collateral security for CREF's obligation to pay the trustee his or her accumulations under this Plan. 4. "Hardship" shall mean the need of a participating trustee or a deceased trustee's beneficiary for funds by reason of a financial emergency, including the following: extraordinary medical expenses incurred by reason of the illness of the trustee or a member of his immediate family, expenses incurred by reason of the death of a member of the trustee's immediate family; educational expenses of the trustee or a member of his immediate family; loss of the trustee's earnings on account of illness, injury or layoff; the need for funds to be used for the purchase of a home for the trustee; or similar circumstances. Hardship shall not include the loss of an opportunity to realize monetary gain. The Executive Committee of the Board of Trustees shall make all determinations as to whether a Hardship exists and the extent to which any particular amount of accelerated distributions are necessary to alleviate such Hardship. Such determinations shall be based upon principles and procedures established by the Executive Committee of the CREF Board of Trustees which are applicable to all persons similarly situated. II. ELIGIBILITY AND PARTICIPATION All non-officer members of the Board of Trustees of CREF are eligible to participate in the Plan upon execution of a Deferred Compensation Agreement ("Agreement") with CREF in the form attached hereto. However, no trustee will be eligible to participate in this plan unless the trustee has executed a Deferred Compensation Agreement on or before August 16, 1986. III. PLAN CREDITS AND VALUATIONS The participating trustee shall designate in the Agreement that portion of the annual stipends and fees payable by CREF to the trustee for service on the Board of Trustees of CREF which trustee elects to have credited under this Plan. During the years of participation in the Plan -2- such credits shall be reflected in a bookkeeping account maintained by TIAA on behalf of CREF ("Trustee Account"). Each month during the years of participation there shall be additional credits to each Trustee Account reflecting an amount calculated by applying the same interest rate, including dividends, as then being credited to current premiums on a TIAA Retirement Annuity Contract issued as of the first day of the first month after the date of the Agreement ("Account Percentage Rate") on the balance of the credits in the Trustee Account as of the first of each month. The foregoing paragraph notwithstanding, as of July 1, 1996 for each Trustee Account not in pay status prior to that date, the deemed value of Trustee Accounts shall be determined pursuant to the experience of individual annuity contracts purchased from TIAA-CREF on the life of each participating trustee. Each such trustee may request that his or her Account be allocated among the available options under the contracts purchased on his or her life in whole percentages as of July 1, 1996. In addition, the trustee may request that any ongoing deferrals be deemed allocated in whole percentages among the available options under such contract and this request need not be the same as the allocation' requested for his or her Account as of July 1, 1996. If no such allocation requests are made by the participating trustee, his or her Trustee Account, and/or ongoing deferrals, shall be deemed allocated to the CREF Money Market Account. Once made, the trustee's allocation request shall remain in effect for all subsequent deferrals until such request is changed by the participating trustee. A trustee may change his or her allocation request, or request transfers among options under the contracts on his or her life, by submitting any such request in writing to the attention of the Human Resources/ Benefits Department, TIAA, 730 Third Avenue, New York, NY 10017-3206. Such allocation changes or transfers shall be effective on the last business day of the month in which the Human Resources/Benefits Department receives the request. Transfers are permitted, if permitted under the applicable TIAA-CREF contract, to or from the TIAA Real Estate Account and the CREF Accounts and to the TIAA Traditional Annuity but transfers from the TIAA Traditional Annuity to the CREF Accounts or TIAA Real Estate Account can, prior to the Initial Disbursement Date, only be made over a ten year period in accordance with the terms of the applicable TIAA-CREF contracts. Transfers may also be -3- subject to certain minimums. Although TIAA intends to allocate the Trustee Accounts in accordance with the requests of the participating trustees or their beneficiaries, it reserves the right to allocate such Accounts without regard to their requests. IV. PAYMENTS TO PARTICIPATING TRUSTEE The Initial Disbursement Date for payments to participating trustees shall be the first day of the calendar month following termination from the Board of Trustees (or, in the alternative, following attainment of a specified age, whichever last occurs). Prior to such date, the participating trustee shall have no right to receive any payments under the Plan. On or after such date, the trustee's right to payments and the method, manner, period and frequency of such payments shall be in accordance with the elections made in the Agreement. Upon the Initial Disbursement Date, the participating trustee shall be entitled to receive payments in a single sum or in equal monthly installments out of CREF's general assets and charged to the Trustee Account. Monthly installments will continue for the number of years elected by the Trustee (period of disbursement) or until the Trustee Account is exhausted. For Trustee Accounts in payment status commencing before July 1, 1996, the amount of such monthly installments shall be equal to an annuity certain for the period of disbursement calculated as of the day preceding the Initial Disbursement Date and based upon the cumulative credits to date in!the Trustee Account plus the additional credits to Trustee Account at the Account Percentage Rate then in effect during the pay-out period so elected by the trustee. In the event of a change in the Account Percentage Rate, the payment installments shall be adjusted accordingly. For Trustee Accounts not in payment status commencing before July 1, 1996, the amount of the monthly installment as well as the amounts credited to the remaining Trustee Account shall be determined in accordance with the applicable TIAA-CREF contracts on the life of the trustee. Transfer requests for the unpaid balance of any Trustee Account shall be administered as described in the last paragraph of Section III of this Plan. V. PERIOD OF DISBURSEMENT AND ELECTIONS The participating trustee shall elect in the Agreement whether disbursement shall be made in a single sum or in -4- installments and the number of years for which any installment payments are to be made. The minimum number of years during which installments are to be paid is two and the maximum number is ten. The single sum payment or the first installment shall be payable on the Initial Disbursement Date and any subsequent installments shall be payable monthly thereafter. No installment shall be less than $100 or more than the value of the remaining credits to the Trustee Account at the time any installment is payable. If an election results in monthly installments of less than $100, the period of installment payments shall be changed so that each monthly installment is at least $100. The election designating whether disbursement will be in a single sum or in installments and designating the period of disbursement of installments may be changed at any time prior to the Initial Disbursement Date in accordance with Section VII hereof. Any such change shall apply only to stipends and fees which are payable with respect to services performed on or after the first day of the first calendar year commencing after the date of execution of the amendment to the Agreement. Notwithstanding the foregoing, a participating trustee may request at any time (before or after the Initial Disbursement Date), and the Executive Committee of the Board of Trustee may grant, an acceleration of the time when payments are to be made to the extent such acceleration is necessary to alleviate a Hardship (as defined above). VI. DEATH BENEFITS If a participating trustee who has chosen installments dies at any time before all installments out of his or her Trustee Account have been paid, the value of the Trustee Account shall be paid (1) to the individual or individuals named as beneficiary or beneficiaries by the participating trustee in monthly installments, beginning on the first day of the month after the trustee's death, for the remaining period chosen by the trustee under the terms of the Agreement, or if installments have not commenced to the trustee, for a period of five years, unless the trustee shall have elected a different method of payment for the death benefits or (2) in a single sum to a designated trust, or absent such designation, to the trustee's executors or administrators. If a participating trustee has chosen to receive his or her benefits in a single sum, such payment shall upon the trustee's death prior to such payment, be made in a single -5- sum to the (1) the individual or individuals named as beneficiary or beneficiaries by the participating trustee, or (2) to a designated trust, or absent such designation, to the trustee's executors or administrators, unless the trustee shall in the Agreement have elected a different method of payment for the death benefit. For Trustee Accounts not in payment status commencing before July 1, 1996, the amount of the monthly installment as well as the amounts credited to the remaining Trustee Account shall be determined in accordance with the Trustee Account's applicable TIAA-CREF contracts. A beneficiary's transfer requests with respect to the unpaid balance of any Trustee Account shall be administered in the same manner as a trustee's transfer request, in accordance with the applicable TIAA-CREF contract, and as described in the last paragraph of Section III of this Plan. Notwithstanding the foregoing, a deceased Trustee's beneficiary may request at any time (before or after the Initial Disbursement Date), and the Executive Committee of the Board of Trustees may grant, an acceleration of the time when payments are to be made to the extent such acceleration is necessary to alleviate a Hardship (as defined above). VII. TRUSTEE'S RIGHT TO MODIFY PARTICIPATION AGREEMENT Prior to August 17, 1986, the Agreement may be amended at the election of the Trustee to change the amount of the stipends and fees to be deferred, to discontinue any deferment, or to resume such deferment after a prior discontinuance, provided at least one year has elapsed between the execution of the Participation Agreement and the first amendment and between any two successive amendments. After August 16, 1986, the Agreement may not be amended to change the portion of the stipend or fees to be deferred, or to resume a deferment after a prior discontinuance. However, a trustee may elect to discontinue participation in the plan. Any amendment shall apply only to stipends and fees payable with respect to services performed on or after the first day of the first calendar year commencing after the date of the execution of the Amendment and will have no retroactive effect with respect to prior credits to the Trustee Account. In the event of a discontinuance of deferment, or a retirement form the Board, the credits previously made will remain in the Trustee Account and their value will be payable in a single sum or in installments or both in accordance with the provisions of the Agreement. No credits to the Trustee Account may be assigned, commuted or encumbered by the trustee and, to the extent permitted by -6- law, are not subject to payment of any claim against such trustee. In no event will the trustee have the right to recover any credits to the Trustee Account otherwise than in accordance with the Agreement. VIII . CREF'S RIGHTS TO MODIFY PLAN OR AGREEMENT CREF shall have the right at any time to modify or terminate the Plan or any Agreement provided that any such modification or termination shall be applicable only to credits which would otherwise have been made to the Trustee Account after the effective date of the change and shall not affect credits to the Trustee's Account prior to the date of modification or termination. EX-10.(C) 78 DEFERRED COMPENSATION PLAN TIAA AND CREF NON-EMPLOYEE TRUSTEE AND MEMBER DEFERRED COMPENSATION PLAN ARTICLE I. PURPOSE OF PLAN 1.1 The TIAA and CREF Non-Employee Trustee and Member Deferred Compensation Plan is intended to provide non-employee Trustees of TIAA and CREF, and Members of the Board of Overseers, with additional compensation, payable at termination, in order to recognize their individual contributions to TIAA's and CREF's short-and long-term success. It is designed as a non-qualified deferred compensation plan and to comply with the requirements of Internal Revenue Code Section 457(e)(12). The effective date of this Plan is January 1, 1990, as amended through January 1, 1995. ARTICLE II. DEFINITIONS 2.1 Administrator: The Nominating and Personnel Committees of the Trustees of TIAA and the Trustees of CREF. 2.2 Beneficiary: The person or persons designated by a Participant to receive a death benefit. 2.3 Member: A non-employee member of the Board of Overseers of TIAA and CREF. 2.4 Participant: A Trustee or Member who is described in section 4.1 of the Plan. 2.5 Plan: The TIAA and CREF Trustee Deferred Compensation Plan. 2.6 Plan Year: A calendar year. 2.7 Stipend: The basic compensation paid to a Trustee or Member. The stipend does not include fees or expenses or any extra stipend paid to a Participant as Chair of a Committee. 2.8 Termination: The date that a Participant ceases to be a Trustee or a Member. A Participant will not be deemed to be terminated if the Participant becomes a Trustee in the term immediately following the completion of a term as a Member, or becomes a Member immediately following the completion of a term as a Trustee. 2.9 Trustee: A non-employee member of the Trustees of TIAA or the Trustees of CREF. 2.10.1 Term Year: A consecutive twelve month period beginning on the first day a Trustee or a Member becomes a participant during which he or she remains a Participant until the last day of the twelfth month. 2.10.2 Fractional Term Year: A portion of a term year calculated by dividing the number of completed calendar months following the last completed term year during which a Trustee or a Member is a Participant by twelve. 2.10.3 Aggregate Term Years: The total number of term years of a Participant as of the date of reference, plus any applicable fractional term year, reduced by any term years prior to a termination for which a benefit has been accrued and paid pursuant to Article V. However, for purposes of calculating benefits under this Plan, the aggregate term years for any Participant shall never exceed 20. 2.11 Term: The period for which a Trustee or a Member is elected as set out in the Charters of TIAA and CREF. ARTICLE III. ADMINISTRATION 3.1 The plan shall be administered by the Administrator, which shall have the authority to interpret the terms and provisions of this Plan. Such interpretation shall be final and binding on all persons, including the Company and Participants. The Administrator reserves the right to amend or terminate the Plan without notice at any time and for any reason, including an amendment or termination that shall have the effect of reducing any vested benefit accrued to a Participant prior to the date of the amendment or termination. 3.2 The Administrator shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall, from time to time, deem advisable. It may delegate such ministerial functions necessary for the operation of the plan to the Executive Vice President, Human Resources of TIAA, including but not limited to: application of rules determining eligibility for participation of benefits; maintenance of records and bookkeeping; calculation and payment of benefits; making recommendations to the Administrator with respect to plan administration. ARTICLE IV. ELIGIBILITY AND PARTICIPATION 4.1 All Trustees and Members as defined in section 2.3 and 2.9 are eligible to participate in this plan. 4.2 Participation shall commence on the first day of the Trustee's or Member's first term as a Trustee or Member. 4.3 Participation shall end at the termination of the Trustee or Member. ARTICLE V. DEFERRED COMPENSATION BENEFIT 5.1 Notwithstanding the formula set out in section 5.2, a Participant's deferred compensation benefit shall equal zero until he or she has attained five aggregate term years. 5.2 A Participant's deferred compensation amount will be calculated in accordance with the following formulae: a) Fifty per cent of the annual stipend in effect for Trustees at the Participant's Termination multiplied by the Aggregate Term Years - 2 - attributable to the Participant's service as a Trustee, plus b) Fifty per cent of the annual stipend in effect for Members at the Participant's Termination multiplied by the Aggregate Term Years attributable to the Participant's service as a Member. If the Aggregate Term Years are reduced to 20 in accordance with section 2.10.3, the Aggregate Term Years to be used in subparagraphs (a) and (b) will be determined by reducing the total Aggregate Term Years on a pro-rata basis by applying a fraction the numerator of which is the years attributable to the Participant's service as a Trustee or Member (whichever is applicable) and the denominator of which is the Participant's unreduced Aggregate Term Years. 5.3 Such amount shall be paid in a lump sum on the first of the month following the month of the Participant's termination or as soon as practicable thereafter. ARTICLE VI. DEATH BENEFIT 6.1 In the event that a Participant dies before termination, his or her benefit, if any, calculated as if he or she terminated on the day before his or her death, will be paid to his or her designated beneficiary. ARTICLE VII. GENERAL PROVISIONS 7.1 The Plan is unfunded. Awards will be paid out of the general assets of TIAA and CREF. 7.2 A Participant's right to deferred compensation amounts under this Plan are subject to the Administrator's right to amend or terminate the Plan as set out in section 3.1. 7.3 Rights to and interest in awards may not be assigned, used as collateral, or otherwise transferred either directly or by operation of law and no such right or interest of any Participant under the plan shall be subject to any obligation or liability of a Participant. 7.4 Each Participant may file, on a form to be provided by the Administrator or its delegate, a written election designating his or her beneficiary. Such designation shall be revocable, unless the Participant designates a beneficiary as irrevocable. However, any such designation shall not be effective unless and until received by the duly authorized representative of the Company prior to the Participant's death. If a Participant dies and there is no effective beneficiary designation or the beneficiary dies before payment is made, the amount payable shall be paid to the executors or administrators of the Participant's estate. 7.5 The Administrator may make such provision to withhold any taxes which it is required to withhold from any applicable benefit payment. Each Participant, however, shall be responsible for the payment of all individual tax liabilities relating to any such payment. 7.6 The Plan and all actions taken pursuant to the Plan shall be governed - 3 - by and construed in accordance with the laws of the State of New York. The invalidity or unenforceability of any one or more provisions of the Plan shall not affect the validity or enforceability of the Plan, which shall remain in full force and effect to the extent permitted by law. January 3, 1995 - 4 - EX-11 79 INVESTMENT MANAGEMENT SERVICES AGREEMENT INVESTMENT MANAGEMENT SERVICES AGREEMENT 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; WITNESSETH: WHEREAS, CREF is a nonprofit corporation which issues variable annuity certificates (the "Certificates") designed for use under retirement and tax-deferred annuity plans adopted by nonproprietary and nonprofit education or research institutions that are tax exempt or which are publicly supported; and WHEREAS, CREF is registered as an open-end management investment company under the Investment Company Act of 1940 ("1940 Act"), and currently consists of four investment portfolios (the "Accounts"): the Stock Account, the Money Market Account, the Bond Market Account, and the Social Choice Account, and may consist of additional investment portfolios in the future; and WHEREAS, Management is registered as an investment adviser under the Investment Advisers Act of 1940 ("Advisers Act"); NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. INVESTMENT MANAGEMENT SERVICES Management shall furnish investment research and advice to CREF and shall manage the investment and reinvestment of the assets of the Accounts currently offered by CREF, the assets of -1- Accounts added to CREF in the future, if any, and participate in all matters incidental thereto, all subject to the supervision, direction and control of the Board of Trustees of CREF ("Trustees") and the Finance Committee thereof. Hereinafter, the terms "Trustees" shall be deemed to refer to the Trustees or any committees established by the Trustees and designated thereby for the purpose or activities described. Pursuant to this Agreement, Management is authorized to act on behalf of CREF and enter into arrangements in connection with the management of CREF's assets. 2. LIMITATIONS ON INVESTMENT MANAGEMENT SERVICES Management shall perform the services under this Agreement subject to the supervision and review of the Trustees and in a manner consistent with the following: (a) the objectives, policies, and restrictions of each Account as stated in CREF's then current Registration Statements; (b) the provisions of the 1940 Act; (c) state insurance and securities laws, as applicable; and (d) the provisions of the Charter, Constitution, and By-Laws of CREF. 3. DUTIES OF INVESTMENT MANAGER In carrying out its obligations to manage the investment and reinvestment of the assets of CREF, Management shall, as appropriate and consistent with the limitations set forth in Paragraph 2 hereof: (a) provide research, make recommendations, and place orders for the purchase and sale of securities; and -2- (b) provide portfolio accounting, custodial, and related services for the Accounts. 4. REPORT TO THE TRUSTEES Management shall furnish to the Trustees at least once every quarter a statement of all purchases and sales for the Accounts made during the period since the last report. 5. RECORDS Management agrees to preserve for the period prescribed by the 1940 Act, the Advisers Act, and the rules and regulations thereunder, all records Management maintains for CREF. Management agrees that all such records shall be the property of CREF and shall be made available promptly to CREF's accountants or auditors during regular business hours at Management's offices upon prior written notice. In the event of termination of this Agreement for any reason, all such records shall be returned promptly to CREF, free from any claim or retention of rights by Management. In addition, Management will provide any materials, reasonably related to the investment management services provided hereunder, as may be reasonably requested in writing by CREF or as may be required by any governmental agency having jurisdiction. 6. EXPENSES Management shall be responsible for all expenses in connection with furnishing investment management services to CREF, including, but not limited to, investment advisory, portfolio accounting, custodial, and related services. -3- 7. REIMBURSEMENT For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 such 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management 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 as follows: Stock Account: .0003562% (corresponding to an annual rate of 0.13% of its average daily net assets) Money Market Account: .0002192% (corresponding to an annual rate of 0.08% of its average daily net assets) -4- Bond Market Account: .0002740% (corresponding to an annual rate of 0.10% of its average daily net assets) Social Choice Account: .0003836% (corresponding to an annual rate of 0.14% of its 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 Statements. 8. PORTFOLIO TRANSACTIONS AND BROKERAGE Management is responsible for decisions to buy and sell securities for the Accounts as well as for selecting brokers and dealers and, where applicable, negotiating the amount of the commission rate paid. Management shall place brokerage orders with the objective of obtaining the best price, execution and available data. When purchasing or selling securities traded on the over-the-counter market, Management generally shall execute the transaction with a broker or dealer engaged in making a market for such securities. When Management deems the purchase or sale of a security to be in the best interest of more than one Account, it may, consistent with its fiduciary obligations, aggregate the securities to be sold or purchased. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by Management in an equitable manner. -5- In negotiating commissions, consideration shall be given by Management to the use and value of research and statistical data and to the quality of execution provided. The valuation of such data may be judged with reference to a particular order or, alternatively, may be judged in terms of its value to the overall management of the Accounts. Management shall place orders with brokers providing useful research and statistical data services if reasonable commissions can be negotiated for the total services furnished, even though lower commissions may be available from brokers not providing such services. Management shall establish guidelines for the placing of orders with brokers providing such services. Research or services obtained by one Account may be used by Management in managing other Accounts. In such circumstances, the expenses incurred will be allocated by Management in an equitable manner consistent with its fiduciary obligations to the other Accounts. 9. ACTIVITIES OF MANAGEMENT Management and any affiliates of Management may engage in any other business or act as investment manager of or investment adviser to any other person, even though Management, any affiliate of Management, or any such other person has or may have investment policies similar to those for the Accounts, so long as Management's services under this Agreement are not impaired. It is understood that trustees, officers, agents and members of CREF are or may become interested in Management, as trustees, officers, agents, -6- members, or otherwise, and that trustees, officers, agents, and members of Management are or may become similarly interested in CREF; and that the existence of any such dual interest shall not affect the validity hereof or any transaction hereunder except as otherwise provided in the Charter, Constitution, or By-Laws of CREF and Management, respectively, or by specific provisions of applicable law. It is agreed that Management or its affiliates may use any investment research obtained for the benefit of CREF in providing investment advice to any other investment management clients or investment advisory accounts or for use in managing its own accounts. Conversely, such supplemental information obtained by the placement of business for Management or entities managed or advised by Management may be considered by and may be useful to Management in carrying out its obligations to CREF. Nothing herein contained shall prevent Management or any affiliate of Management from buying or selling, or from recommending or directing any other person to buy or sell, at any time, securities of the same kind or class recommended by Management to be purchased or sold for CREF. When Management deems the purchase or sale of a security to be in the best interests of CREF as well as other clients or accounts, it may, to the extent permitted by applicable laws and regulations, but will not be obligated to, aggregate the securities to be sold or purchased for CREF with those to be sold or purchased for other clients or accounts in order to obtain favorable execution and low brokerage -7- commissions. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by Management in the manner it considers to be most equitable and consistent with its fiduciary obligations to CREF and to such other clients and accounts. CREF recognizes that in some cases this procedure may adversely affect the size of the position obtainable for it. 10. LIMITATION OF LIABILITY Management shall not be liable for any error of judgment or mistake of law, or for any loss suffered by CREF in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of Management in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under this Agreement. CREF shall not be liable for any error of judgment or mistake of law, or for any loss suffered by Management in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of CREF in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under this Agreement. 11. EFFECTIVE DATE AND TERM This Agreement shall not become effective unless and until it is approved by the Trustees, including a majority of Trustees who are not parties to this Agreement or "interested -8- persons" (as that term is defined in the Investment Company Act of 1940) of any such party to this Agreement. This Agreement shall come in full force and effect on a date mutually agreed upon by the parties, but in no event earlier than the date all regulatory approvals necessary for the externalization of CREF's investment management services have been obtained. As to each Account, the Agreement shall continue in effect indefinitely, unless otherwise terminated pursuant to the provisions below. As to each Account, this Agreement may be terminated: (a) by the Trustees, without the payment of any penalty, upon 60 days' written notice to Management; (b) by the Trustees, without the payment of any penalty, if the Agreement is assigned by Management without the written consent of CREF; (c) by Management, without the payment of any penalty, upon 60 days' written notice to the Trustees; and (d) at any time, upon the mutual consent of the parties thereto. This Agreement may be amended, changed, waived, or discharged as mutually agreed upon in writing by the parties from time to time; provided, however, that any amendment of this Agreement shall not be effective until approved by a majority of the Trustees, including a majority of Trustees who are not certain parties to this Agreement or "interested persons" (as that term is -9- defined in the Investment Company Act of 1940) of any such party to this Agreement. 12. NATURE OF AGREEMENT It is intended by the parties to this Agreement that, because all services to be performed by Management for CREF and its Accounts pursuant hereto will be provided at cost, Management not be considered an "investment adviser of an investment company" within the meaning of Section 2(a)(20) of the 1940 Act (pursuant to subparagraph (B)(iii) of that section) with respect to CREF and, accordingly, that this Agreement not be considered an investment advisory contract subject to the requirements of Section 15 of the 1940 Act. 13. APPLICABLE LAW This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York. 14. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be deemed one instrument. 15. NOTICES All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or mailed first class, postage prepaid, addressed as follows: (a) If to CREF - College Retirement Equities Fund 730 Third Avenue New York, New York 10017 Attention: Clifton R. Wharton, Jr. -10- (b) If to Management - TIAA-CREf Investment Management, Inc. 730 Third Avenue New York, New York 10017 Attention: James S. Martin or to such other address as CREF or Management shall designate by written notice to the other. 16. MISCELLANEOUS The captions in this Agreement are included for convenience or reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their behalf and under their trust and corporate seals by and through their duly authorized officers on the day and year first above written. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: ______________________ By:_____________________________ Title: Title: TIAA-CREF INVESTMENT MANAGEMENT, INC. (seal) Attest: ______________________ By:______________________________ Title: Title: -11- ADDENDUM Pursuant to Paragraph 11 of the Investment Management Services Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc. and the College Retirement Equities Fund, dated December 17, 1991, the parties to the Agreement mutually agree that the Agreement shall come into full force and effect on January 1, 1992. IN WITNESS WHEREOF, the College Retirement Equities Fund and TIAA-CREF Investment Management, Inc. have caused this Addendum to the Agreement to be executed in their names and on their behalf and under their trust and corporate seals by and through their duly authorized officers on the day and year first above written. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: _______________________ By:______________________________ Title: Title: TIAA-CREF INVESTMENT MANAGEMENT, INC. (seal) Attest: ______________________ By:_______________________________ Title: Title: AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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: 1. The second "Whereas" clause 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 five investment portfolios (the "Accounts"): the Stock Account, the Money Market Account, the Bond Market Account, the Social Choice Account, and the Global Equities Account, and may consist of additional investment portfolio in the future; and 2. Paragraph 7 of the Agreement is amended to read as follows: 7. REIMBURSEMENT For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 such 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management as provided herein, the amount currently payable from the net assets of each Account (and, for the Global Equities Account, the -1- amount payable effective upon the introduction of such Account, currently contemplated for April 1, 1992) each Valuation Day for each Calendar Day of the Valuation Period ending on that Valuation Day will be as follows: Stock Account: .0003014% (corresponding to an annual rate of 0.11% of its average daily net assets) Money Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Bond Market Account: .0002192% (corresponding to an annual rate of 0.08% of its average daily net assets) Social Choice Account: .0003288% (corresponding to an annual rate of 0.12% of its average daily net assets) Global Equities Account: .0006849% (corresponding to an annual rate of 0.25% of its average daily new assets). For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statements. IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their behalf and under their trust and corporate seals by and through their duly authorized officers effective as provided above. COLLEGE RETIREMENT EQUITIES FUND (seal) Attest: _______________________ By:______________________________ Title: TIAA-CREF INVESTMENT MANAGEMENT, INC. (seal) Attest: ______________________ By:_______________________________ Title: -2- AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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: 1. The second "Whereas" clause 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 may consist of additional investment portfolios in the future; and 2. Paragraph 7 of the Agreement is amended to read as follows: 7. Reimbursement For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management as provided herein, the amount currently payable from -2- the net assets of each Account (and for the Equity Index Account and the Growth Account, the amount payable effective upon the introduction of such Accounts, currently contemplated for April 1, 1994) each Valuation Day for each Calendar Day of the Valuation Period ending on that Valuation Day will be as follows: Stock Account: 0.0002740% (corresponding to an annual rate of 0.10% of its average daily net assets) Money Market Account: 0.0001370% (corresponding to an annual rate of 0.05% of its average daily net assets) Bond Market Account: 0.0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Social Choice Account: 0.0002466% (corresponding to an annual rate of 0.09% of its average daily net assets) Global Equities Account: 0.0005479% (corresponding to an annual rate of 0.20% of its average daily net assets) Equity Index Account: 0.0002192% (corresponding to an annual rate of 0.08% of its average daily net assets) Growth Account: 0.0004932% (corresponding to an annual rate of 0.18% of its average daily net assets) For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statement. -3- IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their behalf and under their trust and corporate seals as of this 15th day of March, 1994 by and through their duly authorized officers. COLLEGE RETIREMENT EQUITIES FUND (seal) ATTEST: ________________________ By: ______________________________ Senior Vice President Title: Chairman TIAA-CREF INVESTMENT MANAGEMENT, INC. (seal) ATTEST: _______________________ By: ______________________________ Assistant Secretary Title: President AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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. Paragraph 4 of the Agreement is amended to read as follows: "4. INFORMATION TO BE PROVIDED TO THE TRUSTEES Management shall furnish to the Trustees any reports, statements or other information which the Trustees may from time to time reasonably request." IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their behalf and under their trust and corporate seals by and through their duly authorized officers effective as provided above. (seal) COLLEGE RETIREMENT EQUITIES FUND Attest: _________________________ By:_____________________________ Assistant Secretary Title: Chairman (seal) TIAA-CREF INVESTMENT MANAGEMENT, Attest: INC. _________________________ By:_____________________________ Assistant Secretary Title: President AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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 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, except as otherwise noted below, concurrent with the effectiveness of the post-effective amendment which is the 1995 annual update to the Registration Statement for CREF~s variable annuity certificates: 1. Paragraph 7 of the Agreement is amended to read as follows: 7. REIMBURSEMENT For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management 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 as follows: Stock Account: 0:0002740% (corresponding to an annual rate of 0.10% of its average daily net assets) Money Market Account: 0.0001370% (corresponding to an annual rate of 0.05* of its average daily net assets) Bond Market Account: 0.0001644% (corresponding to an annual rate of 0.06k of its average daily net assets) Social Choice Account: 0.0002466% (corresponding to an annual rate of 0.09 of its average daily net assets) Global Equities Account: 0.0004658% (corresponding to an annual rate of 0.17 of its average daily net assets). Equity Index Account: 0.0002192% (corresponding to an annual rate of 0.08 of its average daily net assets). Growth Account: 0.0004932% (corresponding to an annual rate of 0.18 of its average daily net assets). For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statement. IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their, behalf and under their trust and corporate seals as of this 3rd of March, 1995 by and through their duly authorized-officers effective as provided above. (seal) COLLEGE RETIREMENT EQUITIES FUND Attest: _____________________________________ By: _________________________________ Assistant Secretary Title: Chairman (seal) TIAA-CREF INVESTMENT MANAGEMENT, INC. Attest: _____________________________________ By: ________________________________ Assistant Secretary Title: President AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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: 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; and 2. Paragraph 7 of the Agreement is amended to read as follows: 7. REIMBURSEMENT For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management 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 as follows: Stock Account: .0005479% (corresponding to an annual rate of 0.08% of its average daily net assets) Money Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Bond Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Social Choice Account: .0001918% (corresponding to an annual rate of 0.07% of its average daily net assets) Global Equities Account: .0004110% (corresponding to an annual rate of 0.15% of its average daily net assets) Growth Account: .0003562% (corresponding to an annual rate of 0.13% of its average daily net assets) Equity Index Account: .0001918% (corresponding to an annual rate of 0.07% of its average daily net assets) Inflation-Linked Bond Account: .0002192% (corresponding to an annual rate of 0.08% of its average daily net assets) For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statement. IN WITNESS WHEREOF, CREF and Management have caused this 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. COLLEGE RETIREMENT EQUITIES FUND ATTEST: ________________________ By: ______________________________ Stewart P. Greene Peter C. Clapman Title: Senior Vice President and Chief Counsel, Investments TIAA-CREF INVESTMENT MANAGEMENT, INC. ATTEST: _______________________ By: ______________________________ Stewart P. Greene Lisa Snow Title: Assistant Secretary AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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: 1. Paragraph 7 of the Agreement is amended to read as follows: 7. REIMBURSEMENT For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management 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 as follows: Stock Account: .0002466% (corresponding to an annual rate of 0.09% of its average daily net assets) Money Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Bond Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Social Choice Account: .0002192% (corresponding to an annual rate of 0.08% of its average daily net assets) Global Equities Account: .0004658% (corresponding to an annual rate of 0.17% of its average daily net assets) Growth Account: .0003836% (corresponding to an annual rate of 0.14% of its average daily net assets) Equity Index Account: .0001918% (corresponding to an annual rate of 0.07% of its average daily net assets) Inflation-Linked Bond Account: .0002466% (corresponding to an annual rate of 0.09% of its average daily net assets) For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statement. IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their behalf and under their trust and corporate seals as of this 13th day of November, 1996 by and through their duly authorized officers. COLLEGE RETIREMENT EQUITIES FUND ATTEST: /s/Stewart P. Greene /s/Peter C. Clapman ________________________ By: ______________________________ Stewart P. Greene Peter C. Clapman Title: Senior Vice President and Chief Counsel, Investments TIAA-CREF INVESTMENT MANAGEMENT, INC. ATTEST: /s/Stewart P. Greene /s/Lisa Snow _______________________ By: ______________________________ Stewart P. Greene Lisa Snow Title: Assistant Secretary AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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 the 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: 1. Paragraph 7 of the Agreement is amended to read as follows: 7. REIMBURSEMENT For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management 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 as follows: Stock Account: .0003288% (corresponding to an annual rate of 0.12% of its average daily net assets) Money Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Bond Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Social Choice Account: .0002192% (corresponding to an annual rate of 0.08% of its average daily net assets) Global Equities Account: .0004658% (corresponding to an annual rate of 0.17% of its average daily net assets) Growth Account: .0003836% (corresponding to an annual rate of 0.14% of its average daily net assets) Equity Index Account: .0001918% (corresponding to an annual rate of 0.07% of its average daily net assets) Inflation-Linked Bond Account: .0002466% (corresponding to an annual rate of 0.09% of its average daily net assets) For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statement. IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their behalf and under their trust and corporate seals as of this 13th day of November, 1996 by and through their duly authorized officers. COLLEGE RETIREMENT EQUITIES FUND ATTEST: /s/Stewart P. Greene /s/Peter C. Clapman ________________________ By: ______________________________ Stewart P. Greene Peter C. Clapman Title: Senior Vice President and Chief Counsel, Investments TIAA-CREF INVESTMENT MANAGEMENT, INC. ATTEST: /s/Stewart P. Greene /s/Lisa Snow _______________________ By: ______________________________ Stewart P. Greene Lisa Snow Title: Assistant Secretary AMENDMENT TO THE INVESTMENT MANAGEMENT SERVICES AGREEMENT 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. 1. Paragraph 7 of the Agreement is amended to read as follows: 7. REIMBURSEMENT For the services to be rendered and the expenses assumed by Management as provided herein, CREF shall reimburse Management for the cost of such services and the amount of such expenses through daily payments (as described below) based on an annual rate agreed upon from time to time between CREF and Management 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 Management, as the case may be, in equal daily installments over the remaining days in the quarter. For the services rendered and expenses incurred by Management 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 as follows: Stock Account: .0002466% (corresponding to an annual rate of 0.09% of its average daily net assets) Money Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) -2- Bond Market Account: .0001644% (corresponding to an annual rate of 0.06% of its average daily net assets) Social Choice Account: .0002192% (corresponding to an annual rate of 0.08% of its average daily net assets) Global Equities Account: .0004658% (corresponding to an annual rate of 0.17% of its average daily net assets) Growth Account: .0003836 (corresponding to an annual rate of 0.14% of its average daily net assets) Equity Index Account: .0001918% (corresponding to an annual rate of 0.07% of its average daily net assets) For purposes of this Agreement, "Valuation Day," "Calendar Day," and "Valuation Period" shall be defined as specified in CREF's current Registration Statement. IN WITNESS WHEREOF, CREF and Management have caused this Agreement to be executed in their names and on their behalf and under their trust and corporate seals as of this 16 day of April, 1996 by and through their duly authorized officers. COLLEGE RETIREMENT EQUITIES FUND ATTEST: _____________________ By: _____________________________ Title: Senior Vice President and Chief Counsel, Investments TIAA-CREF INVESTMENT MANAGEMENT, INC. ATTEST: ____________________ By: _____________________________ Title: Assistant Secretary EX-15.(A) 80 CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT (the "Agreement") made this 28th day of July 1987 by and between Teachers Insurance and Annuity Association of America ("TIAA") and College Retirement Equities Fund ("CREF"), both nonprofit coporations existing under the laws of the State of New York. WITNESSETH: WHEREAS, TIAA and CREF are companion organizations engaged in aiding and assisting nonprofit educational and research organizations by providing retirement benefits and financial security to faculty and other employees of those organizations; and WHEREAS, CREF has registered with the Securities and Exchange Commission ("SEC") as a diversified open-end management investment company under the Investment Company Act of 1940 (the "1940 Act") and will offer interests in its investment portfolios in the form of accumulation units as the funding media for certain variable annuity certificates it offers (the "Certificates"); and WHEREAS, CREF intends to offer a money market investment account (the "Money Market Account") as well as its existing equity portfolio (which will be known as the Stock Account) after the registration statement it has filed with the SEC becomes effective; and WHEREAS, the parties desire that the Money Market Account have sufficient initial capitalization to enable it to avoid an unrealistically poor investment performance that might otherwise result because amounts initially available for investment were too small to achieve sufficient diversification, as well as to satisfy the net worth requirements of the 1940 Act; NOW, THEREFORE, for the agreements and consideration hereinafter described, the parties agree as follows: 1. TIAA hereby agrees to contribute to the Money Market Account the sum of $50,000,000 (the "Contribution") on 1987. 2. In consideration for the Contribution and without deduction of any charges, CREF shall be the owner . Such accumulation units will share pro rata in the investment performance of the Money Market Account and shall be subject to the same valuation accumulation units in such Account. 3. TIAA represents that the accumulation units acquired under this Agreement are being, and will be, acquired for investment (and not with a view to distribution or resale to the public) and can be disposed of only by redemption. 4. Accumulation units acquired under this Agreement will be held by TIAA for its own account until redeemed. Amounts will be redeemed by CREF at prices equal to the respecive net asset value of accumulation units of the Money Market Account next determined after CREF receives TIAA's proper notice of redemption. 5. TIAA may purchase, and CREF may issue, additional accumulation units of the Money Market Account as the parties may agree. 6. This Agreement will be construed and enforced in accordance with and governed by the provisions of the 1940 Act and the laws of the State of New York. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By:____________________________________ (Title) COLLEGE RETIREMENT EQUITIES FUND By:____________________________________ (Title) EX-15.(B) 81 SEED MONEY AGREEMENT SEED MONEY AGREEMENT SEED MONEY AGREEMENT (the "Agreement") made this 13th day of March, 1992 by and between Teachers Insurance and Annuity Association of America ("TIAA") and College Retirement Equities Fund ("CREF"), both nonprofit corporations existing under the laws of the State of New York. 1. TIAA hereby agrees to invest in the Global Equities Account the sum of $50,000,000 on April 1 or as soon thereafter as practicable. 2. In Consideration for such investment and without deduction of any charges, CREF shall credit TIAA with 2,000,000 accumulated units, each valued at $25.00, of which TIAA shall be the owner. Such accumulation units will share pro rata in the investment performance of the Global Equities Account and shall be subject to the same valuation procedures and the same periodic deductions as are other accumulation units in such Account. 3. TIAA represents that the accumulation units acquired under this Agreement are being, and will be, acquired for investment (and not with a view to distribution or resale to the public) and can be disposed of only by redemption. 4. Accumulation units acquired under this Agreement will be held by TIAA for its own account until redeemed by TIAA. Amounts will be redeemed at prices equal to the respective net asset value of accumulation units of the Global Equities Account next determined after CREF receives TIAA's proper notice of redemption. 5. TIAA may purchase, and CREF may issue, additional accumulation units of the Global Equities Account as the parties may agree. 6. This Agreement will be construed and enforced in accordance with and governed by the provisions of the Investment Company Act of 1940 and the laws of the State of New York. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By ____________________________ Executive Vice President COLLEGE RETIREMENT EQUITIES FUND By _____________________________ Executive Vice President EX-15.(C) 82 SEED MONEY AGREEMENT SEED MONEY AGREEMENT SEED MONEY AGREEMENT (the "Agreement") made as of this 24th day of February, 1994 by and between Teachers Insurance and Annuity Association of America ("TIAA") and College Retirement Equities Fund ("CREF"), both nonprofit corporations existing under the laws of the State of New York. 1. TIAA hereby agrees to invest in each of the Equity Index Account and the Growth Account the sum of $50,000,000 on April 1 or as soon thereafter as practicable. 2. In Consideration for such investment and without deduction of any charges, CREF shall credit TIAA in each of the Equity Index Account and the Growth Account with 2,000,000 accumulated units, each valued at $25.00, of which TIAA shall be the owner. Such accumulation units will share pro rata in the investment performance of each account and shall be subject to the same valuation procedures and the same periodic deductions as are other accumulation units in each such Account. 3. TIAA represents that the accumulation units acquired under this Agreement are being, and will be, acquired for investment (and not with a view to distribution or resale to the public) and can be disposed of only by redemption. 4. Accumulation units acquired under this Agreement will be held by TIAA for its own account until redeemed by TIAA. Amounts will be redeemed at prices equal to the respective net asset value of accumulation units of each such Account next determined after CREF receives TIAA's proper notice of redemption. 5. TIAA may purchase, and CREF may issue, additional accumulation units of the Equity Index Account and the Growth Account as the parties may agree. 6. This Agreement will be construed and enforced in accordance with and governed by the provisions of the Investment Company Act of 1940 and the laws of the State of New York. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By ____________________________ Executive Vice President COLLEGE RETIREMENT EQUITIES FUND By _____________________________ Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----