The following table describes the fees and expenses that you pay if you open and contribute to an Account in the Program. Except for the fees listed below, there are currently no other fees, charges or penalties imposed by or payable to the Board in connection with opening or maintaining an Account. The fees listed below are directly or indirectly paid out of the assets of your Account. The Board reserves the right to change the current fees, or to impose new or additional fees, expenses, charges or penalties in the future.

Fee table

(a)	Each Account invested in an Age Band of the Managed Allocation Option, or in the 100% Equity Option, pays its pro rata share of the operating expenses of each underlying Mutual Fund ("Underlying Mutual Fund Expenses") held in the Age Band of the Managed Allocation Option, or in the 100% Equity Option. Underlying Mutual Fund Expenses include payment to the Program Manager's affiliates for investment advisory, administrative and other expenses. The information provided in this column is (i) based on the total net operating expense ratio of the institutional class of shares of each Mutual Fund for the fiscal year reported in the Mutual Funds' February 1, 2005 prospectus and (ii) for each Age Band of the Managed Allocation Option invested in multiple Mutual Funds, and for Program assets allocated to the 100% Equity Option, which are also invested in multiple Mutual Funds, based on a weighted average of each Mutual Fund's expense ratio in accordance with the relevant allocations among the Mutual Funds as of May 12, 2005. The total net operating expense ratio measures the annual operating expenses of a Mutual Fund as a percentage of its average daily net assets.
(b)	The Program Manager Fee with respect to the Managed Allocation Option and the 100% Equity Option is equal to 0.70 % of the average daily net assets of the Program invested in these Investment Options
(c)	Account Owners are not charged any State fee. The Program Manager pays to the State an annual administrative and marketing fee ("State Fee") deposited into an account that was established for purposes of accepting and disbursing funds in connection with the Program's administrative and marketing expenses (the "Administrative Fund"), which is currently equal to $175,000 and subject to change depending upon administrative and marketing expenses. The Board uses the State Fee to pay for the administrative and marketing costs related to oversight of the Program and the Prepaid Program. This fee is not deducted from your Account.
(d)	Total Annual Asset-Based Fees are the total fees assessed against Accounts over the course of a year determined by adding together amounts in the prior columns. Please see the investment cost example chart below for the assumed investment cost of these fees over 1-, 3-, 5-, and 10-year periods.
(e)	Account Owners are not subject to any additional charge to pay for the expenses of the Funding Agreement held in the Guaranteed Option. Although TIAA-CREF Life pays an annual asset-based expense fee to the Program Manager for distribution, administration and other reasonable expenses with respect to assets invested in the Guaranteed Option, this fee is not deducted from your Account. This fee is based upon the amount of assets in the Guaranteed Option and may be discontinued at any time by TIAA-CREF Life. The interest rate for the Funding Agreement is set periodically by TIAA-CREF Life after consideration of several factors including the amount of this fee.

Investment Cost Example
The example in the following table is intended to help you compare the cost of investing in the different Investment Options over various periods of time. This example assumes that:

• You invest $10,000 in an Account for the time periods shown below.
• Your investment has a 5% compounded return each year, except for the Guaranteed Option, which is assumed to have a 3% compounded return each year.
• You withdraw the assets from your Account at the end of the specified periods for Qualified Higher Education Expenses.
• Total annual asset-based fees remain the same as shown in the Fee Table above.
• The example does not consider the impact of any potential state or federal taxes on the redemption.

Investment Cost Example Chart

	INVESTMENT OPTIONS	APPROXIMATE COST OF $10,000 INVESTMENT
		One Year	Three Years	Five Years	Ten Years
	Managed Allocation Option	$81	$253	$440	$981
	Age Band 1(0-3 Years)	$81	$253	$440	$981
	Age Band 2 (4-7 Years)	$81	$253	$440	$981
	Age Band 3(8-11 Years)	$82	$256	$446	$993
	Age Band 4 (12-14 Years	$82	$256	$446	$993
	Age Band 5(15-17 Years)	$82	$256	$446	$993
	Age Band 6 (18 and over)	$81	$253	$440	$981
	100% Equity Option	$85	$266	$462	$1028
	Guaranteed Option	$0	$0	$0	$0

Additional Fees
The table below provides information concerning additional fees and expenses deducted from each Account/paid directly by the Account Owner.

		Percent	Dollars
	Application Fee	0%	0%
	Cancellation Fee	0%	0%
	Change in Beneficiary	0%	0%
	Change in Investment Options	0%	0%
	Other Charges as applicable	0%	0%