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Default 08-25-2005, 01:41 PM

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Golden State ScholarShare College Savings Trust's
OfficeMax Gift Card 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 OfficeMax gift card when you successfully open a new ScholarShare Account online and invest $100 or more in the Account (also referred to herein as "initial contribution") between October 5, 2005 and October 31, 2005 (the "Promotion Period"). Limit two (2) $50 OfficeMax gift cards per eligible applicant. In order to receive the maximum of two (2) $50 OfficeMax gift cards, during the Promotion Period, you must open two (2) separate ScholarShare Accounts online, each Account for a different Beneficiary, and invest at least $100 in each Account. Only those participants who have received no gift certificates, gift cards or other monetary prizes from Services or TPIS since 1/1/05 are eligible to receive the maximum number of $50 OfficeMax gift cards in this offer. Any participants who have received gift certificates, gift cards or other monetary prizes from Services or TPIS since 1/1/05 are only eligible to receive an amount in gift cards in this offer which, when combined with such prior amount received, will not exceed $100 total, regardless of how many new ScholarShare Accounts they open online and in which they invest $100 or more. Beneficiaries will be identified according to their Social Security Numbers or Taxpayer Identification Numbers. Offer is void where prohibited and subject to all applicable federal, state and local law. This offer is only open to legal residents of the fifty (50) United States and District of Columbia, who are 18 years or older as of October 5, 2005. In addition, the following persons are NOT eligible to participate:


Account Owners who open an Account naming themselves as the Account Beneficiary.
Account Owners who have received $100 in gift certificates, gift cards, and other monetary awards provided by Services or TPIS from January 1, 2005 through December 31, 2005, as determined by Sponsors in their sole discretion.
Federal, state, and local taxes and any other costs and expenses associated with the acceptance and use of the gift card are the sole responsibility of the gift card recipient. No expiration dates apply to gift card; however gift card may be subject to certain terms and conditions as specified by OfficeMax. The gift card may be applied toward purchases at any OfficeMax retail location, online at OfficeMax.com and through an OfficeMax catalog. The gift card cannot be transferred, redeemed for cash or used to pay a credit card balance or purchase another gift card. Gift cards have no cash value and cannot be substituted for a different award or gift. There will be no substitution or replacement of lost or stolen gift cards. Allow 8 to 10 weeks from date of deposit of initial contribution for receipt of gift card.

During the Promotion Period, to receive a $50 OfficeMax gift card, you must do all of the following:

1. Open a new ScholarShare Account online at http://www.scholarshare.com/enroll_today.html.

Note: If you have never before opened a ScholarShare Account for any Beneficiary, you are a new Account Owner and should log on as such. 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.

2. Complete the online enrollment form, providing all required information, including a valid physical address to which your $50 OfficeMax gift card can be sent (the "Account Application"). Note: If you should move before you receive your $50 OfficeMax gift card, it is your sole responsibility to notify the Sponsors. Sponsors are not responsible for any gift cards not received due to failure of Account Owner to notify them of an address change.

3. Deposit your initial contribution of $100 or more into your new ScholarShare Account by 11:59 p.m. PT on November 15, 2005, 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).

Sponsors and their respective parent companies, subsidiaries, affiliated companies, and advertising and promotion agencies, and all of their respective officers, directors, representatives, agents and employees (hereafter "the Entities") are not responsible for:

lost, late, damaged, undelivered, delayed, inaccurate, garbled, misdirected, illegible, incorrect, incomplete, unintelligible, stolen or postage due Account Applications, initial contributions, gift cards or mail;
electronic, network, telephonic, human, computer or other 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;
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; or
for any other errors or problem of any kind relating to or in connection with the offer, including, without limitation, errors or problems which may occur in connection with the administration of the offer, the processing of Applications, initial contributions or gift card redemptions or in any offer-related materials.
If you are eligible for a $50 OfficeMax gift card and you have not received it, you must contact TFI at 1 877 728-4338 (toll-free) within four (4) months following the end of the Promotion Period in order to remain eligible to receive the $50 OfficeMax gift card.

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

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, unauthorized 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 gift cards under such circumstances.

DISCLAIMER: Participants agree (i) that the Entities 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 gift card, or for participation in this offer; and (ii) to be bound by these Terms & Conditions and the decisions of the Sponsors which are final and binding in all respects. For Applications and/or initial contributions not in compliance with these terms, Sponsors have no obligation to acknowledge or return such request or issue a gift card in combination with such requests. Return of any $50 OfficeMax gift card as undeliverable will result in forfeiture of the gift card. No group/organization requests will be honored. Any attempt to obtain additional gift cards not in compliance with these Terms and Conditions may constitute fraud or other violation of the law and may result in prosecution.

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

IMPORTANT INFORMATION ABOUT OPENING A SCHOLARSHARE ACCOUNT:

The tax information herein is not intended to be used, and cannot be used by any taxpayer, for the purpose of avoiding tax penalties. It was written to support the promotion of ScholarShare. Taxpayers should seek advice based on their own particular circumstances from an independent tax advisor.

Consider the investment objectives, risks, charges and expenses before investing in the Golden State ScholarShare College Savings Trust. Please visit www.scholarshare.com for a Disclosure Booklet containing this information. Read it carefully.

Before investing in a 529 plan, you should consider whether the state you or your designated beneficiary reside in or have taxable income in has a 529 plan that offers favorable state income tax or other benefits that are only available if you invest in that state's 529 plan.

Investment management and program administration for the Golden State ScholarShare College Savings Trust program are provided by TIAA-CREF Tuition Financing, Inc. ("TFI") and investments are made through TIAA-CREF Individual & Institutional Services, LLC ("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. OfficeMax and its affiliates do not manage, issue, distribute or administer the ScholarShare program.

The State of California, its agencies, the ScholarShare Investment Board, TIAA-CREF Tuition Financing, Inc., Teachers Insurance and Annuity Association of America and its affiliates do not insure any Account or guarantee its principal or investment return (except for 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.

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 OfficeMax logo is a registered trademark of OfficeMax North America, Inc. All rights reserved. OfficeMax is not a participating Sponsor of this promotion.





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Default 10-07-2005, 12:04 AM

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