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Default 06-11-2005, 10:28 PM

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Golden State ScholarShare College Savings Trust's
TargetŪ $50 GiftCard Offer
(For Opening An Eligible New Account)
The Golden State ScholarShare College Savings Trust program ("ScholarShare"), TIAA-CREF Tuition Financing, Inc. ("TFI"), TIAA-CREF Individual & Institutional Services, LLC ("Services"), and Teachers Personal Investor Services, Inc. ("TPIS") are the "Sponsors" of this offer. ScholarShare is a 529 college savings program administered by the ScholarShare Investment Board. TFI manages the ScholarShare program and Services and TPIS are SEC registered broker-dealers that distribute the ScholarShare program.

You will receive one (1) $50 Target GiftCard when you successfully open a new ScholarShare Account online and invest $100 or more in the Account during the Promotion Period (defined below). Pursuant to this offer, there is a maximum of two (2) $50 Target GiftCards available per applicant. In order to receive the maximum of two (2) $50 Target GiftCards, you must open two (2) separate ScholarShare Accounts online during the Promotion Period, each Account for a different Beneficiary, and invest at least $100 in each Account. Beneficiaries will be identified according to their Social Security Numbers or Taxpayer Identification Numbers. Void where prohibited.

Federal, state, and local taxes may apply and are the sole responsibility of the GiftCard recipient. No expiration dates apply to Target GiftCards.

To receive your $50 Target GiftCard, you must do all of the following:

1. Open a new ScholarShare Account online between May 16th, 2005 at 12:00 a.m. Pacific Time and June 16th, 2005 at 11:59 p.m. Pacific Time (the "Promotion Period") and login as a New Account Owner.

Note: if you are enrolling for the first time (which means you have never before opened a ScholarShare Account for any Beneficiary), you are a new Account Owner.


Or,
If you already are a ScholarShare Account Owner, log in as an Existing Account Owner and open a ScholarShare Account online for a different Beneficiary than the Beneficiary of the ScholarShare Account that you already own, between 12:00 a.m. Pacific Time on May 16th, 2005 and 11:59 p.m. Pacific Time on June 16th, 2005, the "Promotion Period."

2. Complete the online enrollment form (i.e., the "Application"), providing all required information, including a valid physical address to which your $50 Target GiftCard can be sent. Note: If you change your physical address before you receive your $50 Target GiftCard without notifying the Sponsors, the Sponsors will not be able to deliver the $50 Target GiftCard to you.

3. Deposit your initial contribution of $100 or more into your new ScholarShare Account by 11:59 p.m. Pacific Time on July 1st , 2005, the ("campaign deadline"), through any of the following available payment methods:

a. By mail, in the form of a check;
b. By Electronic Funds Transfer (EFT); or,
c. By Automatic Contribution Plan (ACP).

4. Not already have received $100 in gift certificates, GiftCards, and other monetary prizes provided by Services or TPIS from January 1, 2005 through December 31, 2005.

The following persons are NOT eligible to receive a Target GiftCard:

Account Owners who open an Account naming themselves as the Account Beneficiary.
Account Owners who have received the maximum of $100 in gift certificates, GiftCards, and other monetary prizes provided by Services or TPIS from January 1, 2005 through December 31, 2005.
This offer is only open to legal U.S. residents, 18 years or older as of May 16th , 2005. The Sponsors and their respective parent companies, subsidiaries, affiliated companies, agents, and advertising and promotion agencies (hereafter "the Entities") are not responsible for:

lost, late, damaged, misdirected, illegible, incorrect, incomplete, unintelligible, stolen or postage due Account Applications, GiftCards or electronic gift certificates;
electronic, telephonic, human or computer failures, problems or errors, or interruptions in service due to system upgrades, repairs, and modification, or other causes;
failures or malfunctions of connections, phones, phone lines or telephone systems, or traffic congestion on the Internet or at any Web site;
technical or mechanical malfunctions, or other malfunctions, problems or errors, whether caused by equipment, programming, human error or otherwise; or,
any injury or damage to participant's or any other person's computer hardware or software relating to or resulting from participation in this offer or downloading any materials in this offer, or otherwise.
If you are eligible for a $50 Target GiftCard and you have not received it, you must contact TFI at 1 877 728-4338 (toll-free) within four (4) months of the campaign deadline of July 1st, 2005 in order to remain eligible to receive the $50 Target GiftCard.

This offer cannot be used in conjunction with any other ScholarShare offer or promotion during the Promotion Period.

Each GiftCard recipient cannot exceed a maximum of $100 in gift certificates, GiftCards, and other monetary prizes provided by Services or TPIS from January 1, 2005 through December 31, 2005.

WARNING AGAINST CRIMINAL TAMPERING AND SPONSORS' RIGHT TO CANCEL. Any attempt to deliberately damage any Web site or undermine the legitimate operation of the offer is a violation of criminal and civil laws and should such an attempt be made, Sponsors reserve the right to seek damages and/or other remedies from any such person(s) responsible for the attempt, to the fullest extent permitted by law. Sponsors reserve the right, in their sole discretion, to modify, cancel or suspend this offer should virus, bugs, non-authorized human intervention or other causes beyond the control of Sponsors corrupt or impair the administration, security, fairness or proper application or redemption of the offer and, in any such event, to void suspect Applications and to refuse to award GiftCards under such circumstances.

DISCLAIMER: Applicants agree that the Entities, the Sponsors and all of their respective officers, directors, trustees, employees, Board members, representatives and agents shall have no liability and will be held harmless for any liability, loss, injury or damage to applicant, participant or any other person or entity, or damage to personal or real property due in whole or in part, directly or indirectly, by reason of the completion of the Application for an Account, the awarding or use of any GiftCard, or for participation in this offer. New Account Applications must be received online by 11:59 p.m. Pacific Time on June 16th , 2005, and contributions must be deposited into such Accounts by 11:59 p.m. Pacific Time on July 1st , 2005. Allow 8 to 10 weeks from date of qualifying deposit of contribution for receipt of GiftCard. Participants agree to be bound by these Terms & Conditions. Redemption requests not in compliance with all terms of this offer will not be issued a GiftCard. Return of any $50 Target GiftCard as undeliverable will result in forfeiture of the GiftCard. No group/organization requests will be honored. Any attempt to obtain additional GiftCards not in compliance with these Terms and Conditions may constitute fraud or other violation of the law and may result in prosecution. See back of the GiftCard for terms and conditions of use. Target GiftCards are redeemable in any Target store or online at Target.com. This offer may not be combined with other offers in order for applicant to receive additional gift certificates, GiftCards or other monetary prizes.

OFFER SUBJECT TO LEGAL REQUIREMENTS OF THE GOLDEN STATE SCHOLARSHARE COLLEGE SAVINGS TRUST PROGRAM. This offer is subject to all terms and conditions applicable to ScholarShare Accounts.

IMPORTANT INFORMATION ABOUT OPENING A SCHOLARSHARE ACCOUNT:
Investment management and program administration for ScholarShare are provided by TFI and investments are made through TPIS and Services as distributors. Interests in the ScholarShare program are municipal fund securities issued by the ScholarShare Investment Board as described in the ScholarShare Disclosure Booklet. Target and its affiliates do not manage, issue, distribute or administer the ScholarShare program.

Federal, state and local taxes may apply and are the sole responsibility of the GiftCard recipient.

Non-California Residents (or if you have taxable income in another state): consider whether that state offers a 529 plan with favorable state income tax or other benefits not available if you invest in California's 529 program.

Neither TFI, nor TPIS, nor Services is offering personal investment advice about any particular 529 plan. Please take into account all information that you consider important in determining whether a particular 529 plan or an investment option within a 529 plan is suitable to your current and future financial needs. The investment decision is up to you. The ScholarShare Disclosure Booklet and Participation Agreement should be read carefully before opening an Account. The State of California, its agencies, the ScholarShare Investment Board, TFI, Teachers Insurance and Annuity Association of America and its affiliates do not insure any Account or guarantee its principal or investment return (except for the TIAA-CREF Life Insurance Company's guarantee to the ScholarShare Trust under the Funding Agreement for the Guaranteed Option). Account value will fluctuate based upon a number of factors, including general financial market conditions.

The Bullseye Design and Target are registered trademarks of Target Brands, Inc. All rights reserved. Target is not a participating partner in or sponsor of this offer.





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