EX-99.77I NEW SECUR

College Retirement Equities Fund ("CREF")
Form N-SAR for the semiannual period ended 6-30-15


Exhibit for Response to Question 77I - Terms of new or
amended securities

On April 24, 2015, each CREF account was expanded from
a single class structure into three classes, Class R1,
Class R2 and Class R3. The terms of each class are
described in CREF's Registration Statement filed under
Conformed Submission 485BPOS, accession number,
0000930413-15-001958 and in CREF's Multiple Class Plan,
dated April 24, 2015, which is being filed as an exhibit
to Sub-Item 77Q1. of Form N-SAR.

EX-99.77Q1 OTHR EXHB

77Q1. Exhibit Multiple Class Plan

COLLEGE RETIREMENT EQUITIES FUND
MULTIPLE CLASS PLAN
April 24, 2015

I.	Introduction
College Retirement Equities Fund ("CREF") is registered
with the Securities and Exchange Commission ("SEC")
as an open-end management investment company on Form N-3.
CREF issues units ("Units") in separately designated
investment portfolios ("Accounts").  Units include
accumulation units and annuity units, which are used to
measure the interest of each institution or individual
participant that has entered into a contract with CREF
(each a "Client" and collectively, "Clients") in an
Account during the accumulation period and the annuity
period (if any), respectively.

TIAA-CREF Investment Management, LLC ("TCIM") serves
as CREF's investment adviser, Teachers Insurance and
Annuity Association of America ("TIAA") serves as CREF's
administrator, and TIAA-CREF Individual & Institutional
Services, LLC ("Services") serves as CREF's principal
underwriter and distributor.  TCIM, TIAA and Services
provide services to CREF on an at-cost basis.

CREF and TCIM have obtained exemptive relief from the
SEC to permit CREF to offer multiple classes of Units,
with varying administrative and/or distribution expenses
and other expenses.  See College Retirement Equities Fund,
et al., Inv. Co. Act Rel. No. 39012 (June 23, 2014) (notice)
and Inv. Co. Act Rel. No. 31204 (Aug. 11, 2014) (order)
(the "Order").  CREF hereby adopts this Multiple Class Plan
(the "Plan") in accordance with the Order with respect to
each Account identified on Exhibit A, as amended from time
to time.

II.	Features of the Classes of Units
Except as outlined herein, Units of each class of an Account
shall represent an equal pro rata interest in such Account
and, generally, shall have identical voting, distribution,
liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications, and terms
and conditions, except that: (a) each class of Units
shall have a different designation; (b) each class of
Units shall bear any Covered Expenses, as defined in Section
VI below, attributable to it; (c) each class of Units
shall have exclusive voting rights on any matter submitted
to CREF participants that relates solely to its
administrative or distribution arrangement, and (d) each
class of Units shall have separate voting rights on any
matter submitted to CREF participants in which the
interests of one class differ from the interests of any
other class.

Each Account currently is authorized to issue three (3)
classes of Units, designated herein as CREF R1 Units
(the original class of Units), CREF R2 Units, and CREF R3
Units, respectively.  Following are descriptions of the
three current classes of Units, which descriptions may be
modified or supplemented as set forth in CREF's prospectus
and/or Rules of the Fund.
   CREF R1 Units - CREF R1 Units bear the Covered Expenses
attributable to CREF R1 Units as described in Section VI below.
   CREF R2 Units - CREF R2 Units bear the Covered Expenses
attributable to CREF R2 Units as described in Section VI below.
   CREF R3 Units - CREF R3 Units bear the Covered Expenses
attributable to CREF R3 Units as described in Section VI below.

CREF's Rules of the Fund currently classify CREF Clients
into two categories, as follows:  (a) employer-sponsored
retirement arrangements ("Institutions"); and (b) current
and future products that offer contracts not being used as
employer-sponsored retirement arrangement accumulation funding
vehicles (each a "Product").  Each category of Client has the
Unit class eligibility requirements set forth below.

Eligibility Requirements Applicable to Institution Clients

A.  CREF R1 Units
CREF R1 Units are offered to Institution Clients with CREF
assets under management below $20 million, but are available
to all Institution Clients that hold Units during the
accumulation period.  For purposes of determining eligibility,
CREF assets under management will be determined as of the date
of becoming a Client, and may periodically be reviewed thereafter.
B.  CREF R2 Units
CREF R2 Units are offered to Institution Clients with CREF
assets under management of at least $20 million but less than
$400 million.  For purposes of determining initial eligibility,
CREF assets under management will be determined as of the date
of becoming a Client or, for existing Clients, a reasonable date
prior to first offering CREF R2 Units, and may periodically
be reviewed thereafter.
C.  CREF R3 Units
CREF R3 Units are offered to Institution Clients with CREF
assets under management of $400 million or more.  For purposes
of determining eligibility, CREF assets under management will
be determined as of the date of becoming a Client or, for
existing Clients, a reasonable date prior to first offering
CREF R3 Units, and may periodically be reviewed thereafter.

Eligibility Requirements Applicable to Product Clients

Product Client eligibility for CREF Unit classes is
determined on the basis of the following considerations:
(1)  CREF will determine the Distribution Expenses (defined
below in Section IV) and Administrative Expenses (defined
below in Section V), associated with total CREF assets under
management, separately for each Product;
(2)  For each Product, CREF will determine the ratio of
Distribution Expenses to total CREF assets under
management and the ratio of Administrative Expenses
to total CREF assets under management;
(3)  For each class of CREF Units, CREF will determine
the ratio of Distribution Expenses to CREF assets under
management in the class of Units and the ratio of
Administrative Expenses to CREF assets under management
in the class of Units;
(4)  Each Product will be eligible to participate in the
CREF unit class whose combined Distribution and
Administrative Expense ratios associated with total CREF
assets in the class is closest to such Product's combined
Distribution and Administrative Expense ratios.  This will
generally result in a Product being assigned to the less
expensive of the two CREF Unit classes between which its
combined Distribution and Administrative Expense ratios
fall, unless such assignment would, under the
circumstances, result in an undue financial impact on
the CREF Unit class as a whole. Investment performance
alone will not result in the reassignment of a Product
to a more expensive CREF Unit class.

For purposes of this determination, each Product shall
be considered separately or, subject to the approval of
the Superintendent of Financial Services of the State of
New York, combined with one or more other Products.
The total amount of Distribution Expenses and the total
amount of Administrative Expenses shall also be
separately determined in accordance with CREF's
corporate methodology for allocating expenses.  Any
change to such methodology will preserve the principles
of classification and fairness established by the
eligibility criteria described above. Distribution and
Administrative Expenses are proportionately allocated
among the CREF Unit classes and Products based on actual
utilization of services and costs, by Institutions and
Products and in accordance with CREF's distribution
and administrative arrangements.

Eligibility Requirements Applicable to Annuity Units

For purposes of the allocation of income, gains,
appreciation/depreciation and expenses, all annuity
units (i.e., Units during the annuity period (if any)
will be aggregated with a CREF Unit class determined
in a manner similar to the determination of  CREF
Unit classes for Product Clients, as described above.

D. Modification of the Classes of Units
The Board of Trustees has the authority to create
additional classes of Units, merge Unit classes,
terminate one or more classes of Units, or change
features or designations of existing classes of Units,
from time to time, in accordance with the Order and
Rule 18f-3 under the Investment Company Act of 1940
(the "1940 Act").

III.	Sales Charge Structure
No class of Units shall be subject to a front-end
sales charge or a contingent deferred sales charge.
Each class of Units shall be offered at its Unit
value to Clients that are eligible to participate
in that class of Units and who have elected to so
participate.

IV.	Distribution Expenses
CREF has established an arrangement for the
distribution of CREF Units (the "Distribution Plan")
that complies with all applicable provisions of
Rule 12b-1 under the 1940 Act, except those relating
to shareholder approval, in accordance with SEC
exemptive relief.  See College Retirement Equities
Fund, et al., Inv. Co Act Rel. Nos. 19591
(July 23, 1993) (notice) and Inv. Co. Act Rel. No.
19645 (Aug. 19, 1993) (order).  Under the
Distribution Plan, subject to approval by CREF's
Board of Trustees, CREF reimburses Services on an
at-cost basis for actual expenses incurred in
connection with distribution services for CREF
("Distribution Expenses") up to an amount that on
an annual basis cannot exceed 0.25% of average daily
net assets.  Subject to the terms of the Distribution
Plan, CREF will allocate to each class of Units the
Distribution Expenses attributable to such class.

V.	Administrative Expenses
CREF incurs the expenses of administration and
operations of CREF and the variable annuity contracts
offered by CREF ("Administrative Expenses").
Administrative Expenses may be incurred with respect
to any administrative service provided to CREF,
including (without limitation) services provided in
connection with contract issuance, issuance of Units,
redemption of Units, registration of ownership of
contracts and Units, maintenance of beneficiary
records, receipt and allocation of premiums,
processing and paying withdrawal requests and
death benefit claims, calculation and payment of
annuity payments, tax reporting and withholding,
and communication with contract owners, among other
services.  CREF will allocate to each class of
Units the Administrative Expenses attributable
to such class.

VI.	Income and Expense Allocation
A. CREF and Account Expenses
Except for Covered Expenses (defined below), all
expenses incurred by or allocated to an Account
are allocated among the various classes based on
the net assets of the Account attributable to each
class of Units of the Account  These expenses
include, but are not limited to:
(1) Expenses incurred by CREF that are not attributable
to a particular Account or to a particular class of
Units ("CREF Expenses"), including, but not limited to,
fees of CREF's Board of Trustees, legal counsel,
independent legal counsel to the Independent Trustees,
and mortality and expense risk charges; and
(2) Expenses incurred by an Account not attributable
to any particular class of the Account's Units
("Account Expenses"), including, but not limited to,
expenses of investment management, portfolio accounting,
custodial services, auditors and employer plan fee
withdrawals.

B.	Covered Expenses
Certain expenses are, or may be, attributable to a
particular class of Units ("Covered Expenses"),
resulting in different classes of CREF Units paying
a different amount of Covered Expenses.  CREF shall
treat the following expenses as Covered Expenses:
(1)  Distribution Expenses attributable to a
specific class; and
(2)  Administrative Expenses attributable to a
specific class.
(3)  Other Expenses attributable to a specific class,
as outlined below:
 (a)  accounting or similar expenses relating to
a specific class;
 (b)  legal, printing and postage expenses related
to preparing and distributing to current participants
of a specific class materials such as annual and
semi-annual reports, prospectuses, and proxies;
 (c)  Blue Sky, state insurance, and other regulatory
expenses incurred by a specific class;
 (d)  SEC registration fees incurred by a specific
class;
 (e)  expenses of administrative personnel and
services required to support participants of a
specific class;
 (f)  Trustees' fees incurred as a result
of issues relating to a specific class;
 (g)  auditors' fees, compliance expenses, litigation
expenses, and other legal fees and expenses relating
to a specific class;
 (h)  incremental participant servicing expenses
identified as being attributable to a specific class;
 (i)  account expenses relating solely to
a specific class; and
 (j)  expenses incurred in connection with any
participant meetings as a result of issues relating to
a specific class.

C.     General
All CREF Expenses, Account Expenses and Covered
Expenses may be estimated and allocated as described
in CREF's prospectus and deducted from an Account in
accordance with U.S. generally accepted accounting
principles.

Income, realized capital gains and losses, unrealized
appreciation and depreciation, CREF Expenses, Account
Expenses and any other expenses not allocated to a
specific class of Units are allocated to each class of
Units of an Account on the basis of the net assets
attributable to that class in relation to the aggregate
net assets of the Account.  Covered Expenses attributable
to an Account allocated to a particular class of Units of
that Account are borne proportionately across that class.

CREF reserves the right to utilize any other appropriate
method to allocate income and expenses among the classes
of CREF Units in a manner consistent with Rule 18f-3(c)(1)
under the 1940 Act, provided that a majority of the
Trustees and a majority of the Independent Trustees
determine that the method is fair to CREF participants
of each class of Units and that the annualized rate of
return of each class of Units will generally differ from
that of the other classes only by the expense differentials
among the classes.

VII.	Conversion Privileges
All conversions between different classes of Units in the
same Account shall be made on the basis of the relative Unit
values of the two classes without the imposition of any sales
load, fee, or other charge.
(1)  Automatic Conversions:  Units of any class may be
converted into Units of another class if the Client is
determined to meet applicable eligibility requirements for
the class of Units into which the Client will convert and is
entitled to receive services consistent with that class of
Units (as specified in CREF's prospectus or Rules of the Fund).
Institution Clients holding accumulation period Units that are
eligible to convert into a less expensive class of Units may
voluntarily choose to forego conversion and remain in the class
of Units in which the Client currently invests (except with
respect to any initial conversion upon the creation of the new
CREF Unit classes).
(2)  Involuntary Conversions:  Clients that no longer meet
the eligibility requirements for a particular CREF Unit
class may have their Units automatically converted into
another CREF Unit class where they meet the specified eligibility
requirements. Any such conversions will be preceded by
written notice to the Client and are subject to any terms
outlined in CREF's prospectus, the Rules of the Fund and
applicable law, including (without limitation) relevant
guidance from the Superintendent of Financial Services of
the State of New York.

VIII.	Exchange Privileges
A Client may exchange any class of Units of any Account for
the same class of Units of any other Account(s) of CREF,
subject to the terms and conditions disclosed in CREF's prospectus.
Any exchange shall be made on the basis of the relative Unit
values of the Accounts without the imposition of any sales load,
fee, or other charge.

IX.  Waiver or Reimbursement of Expenses
Expenses may be waived or reimbursed by any adviser, sub-adviser,
principal underwriter, or other provider of services to CREF
without the prior approval of CREF's Trustees.

X.  Effectiveness of Plan
This Plan shall not take effect until it has been approved by
votes of a majority of both (a) the Trustees of CREF and (b)
the Independent Trustees of CREF in a manner consistent with
the requirements of Rule 18f-3(d) under the 1940 Act.

XI.  Material Modifications
This Plan may not be amended to modify materially its terms unless
such amendment is approved in the manner provided for initial
approval hereof in Section X above.

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

EX-99.77Q1 OTHR EXHB

College Retirement Equities Fund ("CREF")
Explanatory Statement to the Form N-SAR
for the semiannual period ended 6-30-15
in response to Question 77Q1.


Item 77Q1. Other Exhibits

Amendment to the Amended and Restated Investment
Management Services Agreement

On April 24, 2015 under Conformed Submission 485BPOS,
accession number, 0000930413-15-001958, a copy of the
Form of an Amendment, dated April 24, 2015 (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)(z) to the CREF Registration Statement.
This Amendment is incorporated herein by reference as an
exhibit to Sub-Item 77Q1. of Form N-SAR.