EX-99.11


                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

         Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, LLC
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as thereafter amended, and pursuant to resolution of a majority of the
Trustees of CREF, including a majority of Trustees who are not certain parties
to the Agreement or "interested persons" (as that term is defined in the
Investment Company Act of 1940) of any such party to the Agreement, the parties
to the Agreement mutually agree that the Agreement shall be amended as set forth
below:

         Paragraph 7 of the Agreement is amended to read as follows:

         7.  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 as follows:

         Stock Account:

             0.0003288% (corresponding to an annual rate of  0.12% of its
             average daily net assets)

         Money Market Account:

             0.0001370% (corresponding to an annual rate of 0.05% of its average
             daily net assets)


         Bond Market Account:

             0.0003014% (corresponding to an annual rate of  0.11% of its
             average daily net assets)

         Social Choice Account:

             0.0002740% (corresponding to an annual rate of  0.10% of its
             average daily net assets)

         Global Equities Account:

             0.0004658% (corresponding to an annual rate of 0.17% of its average
             daily net assets)

         Growth Account:

             0.0003836% (corresponding to an annual rate of 0.14% of its average
             daily net assets)

         Equity Index Account:

             0.0002192% (corresponding to an annual rate of 0.08% of its average
             daily net assets)

         Inflation-Linked Bond Account:

             0.0002740% (corresponding to an annual rate of 0.10% of its average
             daily net assets)

         For purposes of this Agreement, "Valuation Day," "Calendar Day," and
"Valuation Period" shall be defined as specified in CREF's current Registration
Statement.


         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 as of this 1st day of May, 2002 by and through their duly
authorized officers.

                                  COLLEGE RETIREMENT EQUITIES FUND
ATTEST:

/s/ STEWART P. GREENE             By:  /s/ LISA SNOW
---------------------------           ------------------------------------------
Stewart P. Greene                       Lisa Snow
                                        Title: Vice President and Chief Counsel,
                                               Corporate Law and Secretary


                                  TIAA-CREF INVESTMENT MANAGEMENT, LLC
ATTEST:

/s/ LISA SNOW                     By:  /s/ STEWART P. GREENE
---------------------------           ------------------------------------------
Lisa Snow                               Stewart P. Greene
                                        Title: Chief Counsel, Securities Law
                                               and Assistant Secretary