Explanatory Statement for the CREF Form N-SAR
for the semiannual period ended 12-31-13
in response to Question 77Q1


CREF MATTERS SUBMITTED TO A VOTE

On July 16, 2013, the College Retirement Equities Fund (CREF) held a
special meeting of participants so that its Participants could consider
and vote upon certain matters, in accordance with the terms of the Proxy
Statement on Schedule 14A, incorporated herein by reference, filed by
CREF with the Securities and Exchange Commission (SEC) on June 7, 2013,
File No. 811-04415. A summary of these matters and the results of the
participants' meeting are included in CREF's December 31, 2013 annual
report, which is included in CREF's 2013 annual Form N-CSR filing with
the SEC.