Explanatory Statement for the
College Retirement Equities Fund on Form N-SAR
for the semiannual period ended 6-30-14
in response to Question 77Q1.


Item 77Q1. Other Exhibits

Amendment to the Amended and Restated Investment
Management Services Agreement

On April 30, 2014 under Conformed Submission 485BPOS,
accession number, 0000930413-14-002154, a copy of the
Form of an Amendment, dated May 1, 2014 (the Amendment)
to the January 2, 2008 Amended and Restated Investment
Management Services Agreement between CREF and TIAA-CREF
Investment Management LLC was previously filed with the
SEC as exhibit (11)(y) to the CREF Registration Statement.
This Amendment is incorporated herein by reference as an
exhibit to Sub-Item 77Q1. of Form N-SAR.