EX-99.77Q1 OTHR EXHB

AMENDED AND RESTATED
INVESTMENT MANAGEMENT SERVICES AGREEMENT
      This Agreement is made this 2nd day of January,
2008, by and between the COLLEGE RETIREMENT EQUITIES FUND
(CREF), a New York nonprofit membership corporation, and
TIAA-CREF INVESTMENT MANAGEMENT, LLC (Management), a
Delaware limited liability company.
WITNNESSETH:
      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 eight investment
portfolios (the Accounts), and may consist of additional
investment portfolios in the future, as set forth on
Schedule A hereto, as amended from time to time; 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 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).  Hereinafter, the term 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 herein.  Pursuant to
this Agreement, Management is authorized to act on behalf
of CREF and enter into arrangements in connection with
the management of the assets of the Accounts.
      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 CREFs then-current Registration
Statement;
(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, place orders
for the purchase, and sale of securities;
(b) take such steps as are necessary to implement any
overall investment strategies approved by the Trustees for
each Account, including making and carrying out day-to-day
decisions to acquire or dispose of permissible investments,
managing investments and any other property of the Account
and providing or obtaining such services as may be
necessary in managing, acquiring or disposing of
investments;

(c) arrange for other portfolio transactions, including
without limitation the lending of portfolio securities;
(d) provide, or arrange for the provision of, portfolio
accounting, custodial, and related services for the
Accounts; and
(e) provide, or arrange for the provision of, such other
services as may be agreed upon by CREF and Management.
      4. Use of Sub-Advisers
      Subject to the requirements of the 1940 Act and
the direction and approval of the Trustees, Management
may retain one or more investment sub-advisers with respect
to any or all of the Accounts.
      5. Reports to Trustees
      Management shall regularly report to the Trustees
with respect to the performance of the Accounts, the
implementation of any approved overall investment strategy
and any other activities in connection with management of
the assets of each Account.
      6. Records
      Management agrees to maintain all records required to
be maintained by CREF under the 1940 Act or other
applicable law, and to preserve all such records for the
period prescribed by the 1940 Act.  Management further
agrees that all such records shall be the property of CREF
and shall be made available promptly to CREFs accountants
or auditors during regular business hours at Managements
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.
      7. 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.
      8. 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 the amount determined by
the Trustees for each annual period, as set forth in
Schedule B hereto.  Such Schedule B shall be updated to
reflect such determinations by the Trustees.
      For purposes of this Agreement, Valuation Day,
Calendar Day, and Valuation Period shall each be
defined as specified in CREFs current Registration
Statement.

      9. 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 transactions, will be made by Management
in an equitable manner.
      In negotiating commissions, consideration shall
be give 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.
      10. 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 Managements 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, 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 here-under 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 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.
      11. 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.
      12. Effective Date and Term
      This Agreement supercedes and replaces the
Investment Management Services Agreement dated December
17, 1991, as that Agreement was amended from time to time.
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 into full force and effect as of the
first above written date.
      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 defined
in the Investment Company Act of 1940) of any such party to
this Agreement.
      13. 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.
      14. Applicable Law
      This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of
New York and, to the extent applicable, the 1940 Act and
the Advisers Act.
      15. 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.
      16. 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:  Chief Executive Officer
(b) If to Management -
TIAA-CREF Investment Management, LLC
730 Third Avenue
New York, New York 10017
Attention:  President
or to such other address as CREF or Management shall
designate by written notice to the other.
      17. 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



Attest:






By:
      Herbert M. Allison, Jr.
Title:
Title:  President and Chief Executive Officer







TIAA-CREF INVESTMENT MANAGEMENT, LLC



Attest:







By:Scott C. Evans
Title:

Title:  PresidentSchedule A

CREF Accounts



Stock Account
Global Equities Account
Growth Account
Equity Index Account
Bond Market Account
Inflation Linked Bond Account
Social Choice Account
Money Market Account





Date:
January 2, 2008

Schedule B

Expense Deductions (as a percentage of average net assets)



Stock Account	.0003288% (corresponds to an annual rate
of 0.12%)
Global Equities Account	.0004384% (corresponds to an
annual rate of 0.16%)
Growth Account	.0003836% (corresponds to an annual rate
of 0.14%)
Equity Index Account	.0001918% (corresponds to an
annual rate of 0.07%)
Bond Market Account	.0003014% (corresponds to an
annual rate of 0.11%)
Inflation Linked Bond Account	.0003014% (corresponds
to an annual rate of 0.11%)
Social Choice Account	.0002192% (corresponds to an
annual rate of 0.08%)
Money Market Account	.0001644% (corresponds to an
annual rate of 0.06%)






Date:
January 2, 2008

252045-1

252045v1

252045-1


252045-1

EX-99.77Q1 OTHR EXHB

Amended and Restated Investment Management Services
Agreement
Between College Retirement Equities Fund and TIAA-CREF
Investment Management, LLC

SCHEDULE B

2009 Reimbursement Rates

Expense Deductions (as a percentage of average net assets)

For the year May 1, 2009 through April 30, 2010



Stock Account	0.00049% (corresponds to an annual rate of
0.180%)
Global Equities Account	0.00066% (corresponds to an annual
rate of 0.240%)
Growth Account	0.00047% (corresponds to an annual rate of
0.170%)
Equity Index Account	0.00022% (corresponds to an annual
rate of 0.080%)
Bond Market Account	0.00026% (corresponds to an annual
rate of 0.095%)
Inflation-Linked Bond Account	0.0025% (corresponds to an
annual rate of 0.090%)
Social Choice Account	0.00034% (corresponds to an annual
rate of 0.125%)
Money Market Account	0.00016% (corresponds to an annual
rate of 0.060%)


Date:  May 1, 2009
COLLEGE RETIREMENT
EQUITIES FUND



By:
Title:


TIAA-CREF INVESTMENT MANAGEMENT, LLC


By:

Title:

292726-2