485BPOS

As filed with the U.S. Securities and Exchange Commission on April 29, 2008
Registration File No. 33-00480 and File No. 811-04415

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	o
Post-Effective Amendment No. 42	x
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 48	x
(Check Appropriate Box or Boxes)
College Retirement Equities Fund
(Exact Name of Registrant)
Not Applicable
(Name of Insurance Company)
730 Third Avenue
New York, New York 10017-3206
(Address of Insurance Company’s Principal Executive Offices)
Insurance Company’s Telephone Number, including Area Code: (212) 490-9000

Name and Address of Agent for Service:	Copy to:
Stewart P. Greene, Esquire	Jeffrey S. Puretz, Esquire
College Retirement Equities Fund	Dechert LLP
730 Third Avenue	1775 I Street, N.W.
New York, New York 10017-3206	Washington, D.C. 20006-2401

Securities to be Registered: Interests in an open-end management investment company for individual and group
flexible payment deferred variable annuity contracts

Approximate Date of Proposed Public Offering:
As soon as practicable after effectiveness of the Registration Statement.

It is proposed that this filing will become effective (check appropriate box):

o	Immediately upon filing pursuant to paragraph (b)
x	On May 1, 2008 pursuant to paragraph (b)
o	60 days after filing pursuant to paragraph (a)(1)
o	75 days after filing pursuant to paragraph (a)(2)
o	On (date) pursuant to paragraph (a)(1)
o	On (date) pursuant to paragraph 9(a)(2) of rule 485
If appropriate, check the following box:
o This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PROSPECTUS

MAY 1, 2008

COLLEGE RETIREMENT
EQUITIES FUND (CREF)

Individual, Group and Tax-Deferred Variable Annuities

This prospectus (“Prospectus”) describes the individual, group and tax-deferred variable annuities CREF offers. It contains information you should know before purchasing a CREF variable annuity and selecting your investment options. Please read it carefully before investing and keep it for future reference.

Investment in a CREF variable annuity is subject to risk and you could lose money. CREF does not guarantee the investment performance of its accounts, and you bear the entire investment risk. CREF provides variable annuities for retirement and tax-deferred savings plans for employees of colleges, universities, other educational and research organizations and other governmental and non-profit institutions. CREF’s main purpose is to invest funds for your retirement and pay you income based on your choice of eight investment accounts:

n	Stock
n	Global Equities
n	Growth
n	Equity Index

n	Bond Market
n	Inflation-Linked Bond
n	Social Choice
n	Money Market

You or your employer can purchase a CREF variable annuity certificate or contract (which together will be referred to in this Prospectus as a “contract”) in connection with certain types of retirement plans. CREF offers the following contracts:

n	RA (Retirement Annuity)
n	GRA (Group Retirement Annuity)
n	SRA (Supplemental Retirement Annuity)
n	GSRA (Group Supplemental Retirement Annuity)
n	Retirement Choice and Retirement Choice Plus Annuity

n	GA (Group Annuity) and Institutionally Owned GSRAs
n	Classic, Roth IRA and Rollover (Individual Retirement Annuity) including SEP IRAs (Simplified Employee Pension Plans)
n	Keogh
n	ATRAs (After Tax Retirement Annuities)
n	Retirement Select, Retirement Select Plus and Retirement Select Plus II Annuity

Note that state regulatory approval may be pending for certain of these contracts and they may not currently be available in your state.

More information about CREF is contained in its Statement of Additional Information (“SAI”) dated May 1, 2008, which is incorporated by reference into this Prospectus. The Prospectus, SAI and CREF’s annual and semi-annual reports are on file with the Securities and Exchange Commission (“SEC”). For a free copy of any of these documents, write to us at 730 Third Avenue, New York, NY 10017-3206, Attn: Central Services, call us at 877 518-9161 or visit our website at www.tiaa-cref.org.

The table of contents for the SAI is on the last page of this Prospectus. The SEC’s website (http://www.sec.gov) contains this Prospectus, the SAI, annual and semi-annual reports, material incorporated by reference and other information about CREF.

The SEC has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense. The CREF Accounts are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

TABLE OF CONTENTS

About CREF	3
Special Terms	3
About Expenses	4
Condensed Financial Information	7
Your Investment Options	15
Equity Accounts:	16
Stock Account	16
Global Equities Account	18
Growth Account	19
Index Account:	20
Equity Index Account	20
Non-Principal Investments of the Equity and Equity Index Accounts	21
Fixed-Income Accounts:	22
Bond Market Account	22
Inflation-Linked Bond Account	25
Non-Principal Investments of the Bond Market and Inflation-Linked Bond Accounts	26
Specialty/Balanced Account:	27
Social Choice Account	27
Money Market Account:	30
Money Market Account	30
Principal Risks of Investing in the Accounts	32
Past Performance	35
Additional Investment Tools and Risks	40

More About Benchmarks and Other Indices	43
Investment Management	46
Portfolio Management Teams	46
Adding, Closing or Substituting Accounts	50
The Annuity Contracts	50
Your CREF Contract and Account	52
Important Information About Procedures for Opening a New Account	54
Choosing An Account	54
How to Transfer and Withdraw Your Money	56
Market Timing/Excessive Trading Policy	60
Illustrations of Annuity Payments	66
Death Benefits	68
Taxes	70
Additional Information	75
Table of Contents for the Statement of Additional Information	77

This Prospectus outlines the terms under which the CREF Accounts are offered. The Accounts are offered only in those jurisdictions where it is legal to do so. No one is permitted to make any representation to you or give you any information that is not in the Prospectus. If anyone attempts to do so, you should not rely on it.

ABOUT CREF

          Founded in 1952, CREF is a nonprofit membership corporation established in New York State. Its home office is at 730 Third Avenue, New York, NY 10017-3206. There are also local offices across the United States including Atlanta, Boston, Chicago, Dallas, Denver, Detroit, New York, Philadelphia, San Francisco and Washington, D.C., as well as service centers in New York, Denver and Charlotte. CREF, the first company in the United States to issue a variable annuity, is the companion organization of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA was founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and offers traditional annuities. TIAA also offers variable annuities, including a separate account that invests in real estate (the “Real Estate Account”).

          Together, CREF and TIAA form the principal retirement system for the nation’s education and research communities, which is one of the largest retirement systems in the world based on assets under management. TIAA-CREF serves approximately 3.3 million people at over 15,000 institutions. As of December 31, 2007, CREF’s net assets were approximately $211 billion and the combined net assets for CREF and TIAA totaled approximately $407.4 billion.

SPECIAL TERMS

          This Prospectus defines certain terms so that you will have a clearer understanding of this Prospectus and your investment.

Account Any of CREF’s investment portfolios. Each Account is a separate portfolio with its own investment objective.

Accumulation The total value of your accumulation units.

Accumulation Unit A share of participation in an Account for someone in the accumulation period. Each Account has its own accumulation unit value, which changes daily.

Annuity Unit A measure used to calculate the amount of annuity payments. Each Account has a separate annuity unit value.

Beneficiary Any person or institution named to receive benefits if you die during the accumulation period or if you (and your annuity partner, if you have one) die before the end of any guaranteed period.

Business Day Any day the New York Stock Exchange (“NYSE”) is open for trading. A business day ends at 4 p.m. Eastern Time or when trading closes on the NYSE, if earlier.

Calendar Day Any day of the year. Calendar days end at the same time as business days.

Commuted Value The present value of annuity payments due under an income option or method of payment not based on life contingencies.

College Retirement Equities Fund  §Prospectus 3

Eligible Institution A nonprofit institution, including any governmental institution, organized in the United States.

Income Change Method How you choose to have your annuity payments revalued. Under the annual income change method, your payments are revalued once each year. Under the monthly income change method, your payments are revalued every month.

Income Option How you receive your CREF retirement income.

Participant Any person who owns a CREF contract. Sometimes an employer can be a participant.

Valuation Day Any business day, plus the last calendar day of each month. Valuation days end as of the close of all U.S. national exchanges where securities or other investments of CREF are principally traded. Valuation days that are not business days end at 4 p.m. Eastern Time.

          For purposes of this Prospectus, the term “we” refers to CREF and its affiliates, officers and employees that provide services to CREF, as well as TIAA and its affiliates, to the extent they provide services for CREF.

ABOUT EXPENSES

          CREF deducts expenses from the net assets of each Account each Valuation Day for investment management, administration and distribution services. TIAA or subsidiaries of TIAA provide these services for CREF “at cost.”

• Investment management expenses. These cover portfolio advice, management and accounting, as well as custodial services.

• Administrative expenses. These cover expenses of administration and operations of CREF and the contracts. Administrative expenses include certain costs associated with the provision by TIAA entities of recordkeeping and other services for retirement plans utilizing the contracts and other pension products in addition to CREF, including other products provided by TIAA or its affiliates. A portion of these expenses is allocated to CREF in accordance with applicable allocation procedures.

• Distribution fees. These are paid under a distribution plan that CREF has adopted authorizing payment of Rule 12b-1 or distribution fees. These fees are for all expenses associated with the provision of distribution services for the CREF contracts. These services include informing you about the contracts and how you can invest, helping employers implement and manage retirement plans and for certain other purposes. The annual distribution expense charge will not be more than 0.25% of an Account’s average daily net assets.

          CREF also deducts a mortality and risk expense charge to guarantee that CREF participants transferring funds to TIAA for the immediate purchase of lifetime payout annuities will not be charged more than the rate stipulated in the CREF contract.

4 Prospectus  §  College Retirement Equities Fund

          The estimated annual expense deduction rates that appear in the expense table on the following page reflect estimates of the amounts we currently expect to deduct to approximate the costs that CREF will incur from May 1, 2008 through April 30, 2009. Actual expenses may be higher or lower.

          After the end of every quarter, CREF reconciles the amount we deducted from an Account with the expenses the Account actually incurred. If there is a difference, we add it or deduct it from the Account in equal daily installments over the remaining days in the quarter. Our at-cost deductions are based on projections of overall expenses and the assets of each Account, and the size of any adjusting payments will be directly affected by how different our projections are from an Account’s actual assets or expenses.

          The size of an Account’s assets can be affected by a number of factors, including premium growth, participant transfers into or out of the Account and market performance affecting the value of the Account’s portfolio holdings. In addition, CREF’s operating expenses can fluctuate based on a number of factors including participant transaction volume, operational efficiency, and technological, personnel and other infrastructure costs. Historically, the adjusting payments have resulted in both upward and downward adjustments to CREF’s expense deductions for the following quarter.

          CREF revises its expense rates (the daily deduction rate before the quarterly adjustment) from time to time, usually on an annual basis, to keep deductions as close as possible to actual expenses.

          CREF makes payments to TIAA-CREF Individual & Institutional Services, LLC (“Services”) for distribution services, pursuant to its 12b-1 plan, as described above. In addition, Services also may make cash payments to certain third-party broker-dealers and others, such as third-party administrators of employer plans, who may provide CREF access to their distribution platforms, as well as transaction processing or administrative services.

College Retirement Equities Fund  §  Prospectus 5

ANNUAL EXPENSE DEDUCTIONS

          The following table shows the direct and indirect expense deductions for each of the Accounts, and is intended to assist you in understanding the costs you will bear directly or indirectly if you buy and hold interests in the Accounts.

	Stock		Global Equities		Growth		Equity Index		Bond Market		Inflation-Linked Bond		Social Choice		Money Market
Participant Transaction Expenses
Deductions from Premiums (as a percentage of premiums)	None		None		None		None		None		None		None		None
Charges for Transfers and Cash Withdrawals (as a percentage of transaction amount)
Transfers Between Accounts	None		None		None		None		None		None		None		None
Transfers to TIAA	None		None		None		None		None		None		None		None
Transfers to Other Companies	None		None		None		None		None		None		None		None
Cash Withdrawals	None		None		None		None		None		None		None		None
Estimated Annual Expense Deductions from Net Assets (as a percentage of average net assets)
Investment Advisory Expenses	0.125	%	0.180	%	0.160	%	0.075	%	0.110	%	0.110	%	0.090	%	0.065	%
Administrative Expenses	0.335	%	0.335	%	0.335	%	0.335	%	0.335	%	0.335	%	0.335	%	0.335	%
Distribution Expenses (12b-1)	0.085	%	0.085	%	0.085	%	0.085	%	0.085	%	0.085	%	0.085	%	0.085	%
Mortality and Expense Risk Charges	0.005	%	0.005	%	0.005	%	0.005	%	0.005	%	0.005	%	0.005	%	0.005	%
Acquired Fund Fees and Expenses*	0.010	%	0.010	%	0.000	%	0.000	%	0.000	%	0.000	%	0.010	%	0.000	%
Total Annual Expense Deductions	0.560	%	0.615	%	0.585	%	0.500	%	0.535	%	0.535	%	0.525	%	0.490	%

* “Acquired Fund Fees and Expenses” are the Accounts’ proportionate amount of the expenses of other investment vehicles in which they invest. These expenses are not paid directly by participants. Instead, participants bear these expenses indirectly because the expenses reduce the performance of the investment vehicles in which the Accounts invest.

          The following table shows you an example of the expenses you would incur on a hypothetical investment of $1,000 in each Account over several periods during the accumulation period. The table assumes a 5% annual return on assets. Remember that these figures do not represent actual expenses or investment performance, which may differ.

	Stock		Global Equities		Growth		Equity Index		Bond Market		Inflation-Linked Bond		Social Choice		Money Market
1 Year	$	6	$	6	$	6	$	5	$	5	$	5	$	5	$	5
3 Years	$	18	$	19	$	19	$	16	$	17	$	17	$	17	$	16
5 Years	$	31	$	34	$	33	$	28	$	30	$	30	$	29	$	27
10 Years	$	69	$	76	$	73	$	63	$	67	$	67	$	65	$	62

6 Prospectus  §  College Retirement Equities Fund

CONDENSED FINANCIAL INFORMATION

          Below you will find condensed, audited financial information for the Accounts for each of the periods indicated.

STOCK ACCOUNT

For the Years Ended December 31,	2007			2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	4.754		$	4.329		$	3.819		$	3.564		$	2.796		$	2.476		$	2.432		$	2.472		$	2.567		$	2.381
Expenses		0.992			1.095			0.901			0.717			0.746			0.638			0.693			0.626			0.607			0.521
Investment income-net		3.762			3.234			2.918			2.847			2.050			1.838			1.739	#		1.846			1.960			1.860
Net realized and unrealized gain (loss) on total investments		15.589			32.372			11.478			19.297			39.127			(35.535	)		(27.951	)#		(19.231	)		34.478			29.795
Net increase (decrease) in Accumulation Unit Value		19.351			35.606			14.396			22.144			41.177			(33.697	)		(26.212	)		(17.385	)		36.438			31.655
Accumulation Unit Value: Beginning of year		242.139			206.533			192.137			169.993			128.816			162.513			188.725			206.110			169.672			138.017
End of year	$	261.49		$	242.139		$	206.533		$	192.137		$	169.993		$	128.816		$	162.513		$	188.725		$	206.110		$	169.672
Total Return*		7.99	%		17.24	%		7.49	%		13.03	%		31.97	%		(20.73	)%		(13.89	)%		(8.43	)%		21.48	%		22.94	%
Ratios to Average Net Assets:
Expenses		0.52	%		0.49	%		0.46	%		0.41	%		0.52	%		0.44	%		0.41	%		0.31	%		0.33	%		0.34	%
Investment income-net		1.44	%		1.44	%		1.49	%		1.63	%		1.43	%		1.28	%		1.03	%#		0.91	%		1.07	%		1.23	%
Portfolio Turnover Rate		49	%		51	%		58	%		58	%		47	%		31	%		29	%		33	%		29	%		35	%
Thousands of Accumulation Units outstanding at end of year		447,734			469,488			484,028			494,584			499,306			493,295			508,889			525,111			543,589			565,999

*

Based on per accumulation unit data. Information for Annuity Units is not presented.

#

As required, effective January 1, 2001, the Accounts adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums and discounts on all debt securities. For the Stock Account, the effect of this change for the year ended December 31, 2001 was to increase investment income-net per Accumulation Unit by $0.006 and increase net realized and unrealized loss per Accumulation Unit by $0.006. For the ratio of investment income-net to average net assets, there was no effect for the Stock Account for the year ended December 31, 2001. Per Accumulation Unit amounts and ratios for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

College Retirement Equities Fund  §Prospectus 7

CONDENSED FINANCIAL INFORMATION	continued
GLOBAL EQUITIES ACCOUNT

For the Years Ended December 31,	2007			2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	2.069		$	1.716		$	1.641		$	1.462		$	1.249		$	0.956		$	0.985		$	0.946		$	0.959		$	0.902
Expenses		0.409			0.481			0.397			0.323			0.325			0.281			0.320			0.325			0.300			0.268
Investment income-net		1.660			1.235			1.244			1.139			0.924			0.675			0.665	#		0.621			0.659			0.634
Net realized and unrealized gain (loss) on total investments		8.522			14.969			6.205			8.064			16.227			(14.853	)		(16.493	)#		(16.281	)		24.976			10.508
Net increase (decrease) in Accumulation Unit Value		10.182			16.204			7.449			9.203			17.151			(14.178	)		(15.828	)		(15.660	)		25.635			11.142
Accumulation Unit Value:
Beginning of year		101.091			84.887			77.438			68.235			51.084			65.262			81.090			96.750			71.115			59.973
End of year	$	111.273		$	101.091		$	84.887		$	77.438		$	68.235		$	51.084		$	65.262		$	81.090		$	96.750		$	71.115
Total Return*		10.07	%		19.09	%		9.62	%		13.49	%		33.57	%		(21.72	)%		(19.52	)%		(16.19	)%		36.05	%		18.58	%
Ratios to Average Net Assets:
Expenses		0.56	%		0.52	%		0.50	%		0.46	%		0.57	%		0.49	%		0.46	%		0.35	%		0.39	%		0.41	%
Investment income-net		1.53	%		1.35	%		1.57	%		1.62	%		1.60	%		1.18	%		0.95	%#		0.68	%		0.85	%		0.97	%
Portfolio Turnover Rate		108	%		137	%		137	%		74	%		140	%		96	%		112	%		98	%		81	%		103	%
Thousands of Accumulation Units outstanding at end of year		153,123			151,295			139,042			129,787			117,021			104,438			99,558			99,622			89,492			81,825

*

Based on per accumulation unit data. Information for Annuity Units is not presented.

#

As required, effective January 1, 2001, the Accounts adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums and discounts on all debt securities. For the Global Equities Account, the effect of this change for the year ended December 31, 2001, was to increase investment income-net per Accumulation Unit by $0.001 and increase net realized and unrealized loss per Accumulation Unit by $0.001. For the ratio of investment income-net to average net assets, there was no effect for the Global Equities Account for the year ended December 31, 2001. Per Accumulation Unit amounts and ratios for the periods prior to January 1, 2001, have not been restated to reflect this change in presentation.

8 Prospectus § College Retirement Equities Fund

CONDENSED FINANCIAL INFORMATION	continued
GROWTH ACCOUNT

For the Years Ended December 31,		2007			2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	0.694		$	0.625		$	0.520		$	0.672		$	0.606		$	0.488		$	0.387		$	0.509		$	0.592		$	0.482
Expenses		0.272			0.321			0.291			0.249			0.265			0.231			0.278			0.320			0.278			0.244
Investment income-net		0.422			0.304			0.229			0.423			0.341			0.257			0.109	#		0.189			0.314			0.238
Net realized and unrealized gain (loss) on total investments		10.416			3.066			2.935			3.005			11.572			(18.704	)		(18.345	)#		(20.788	)		24.276			18.475
Net increase (decrease) in Accumulation Unit Value		10.838			3.370			3.164			3.428			11.913			(18.447	)		(18.236	)		(20.599	)		24.590			18.713
Accumulation Unit Value:
Beginning of year		64.800			61.430			58.266			54.838			42.925			61.372			79.608			100.207			75.617			56.904
End of year	$	75.638		$	64.800		$	61.430		$	58.266		$	54.838		$	42.925		$	61.372		$	79.608		$	100.207		$	75.617
Total Return*		16.73	%		5.49	%		5.43	%		6.25	%		27.75	%		(30.06	)%		(22.91	)%		(20.56	)%		32.52	%		32.89	%
Ratios to Average Net Assets:
Expenses		0.55	%		0.52	%		0.50	%		0.45	%		0.54	%		0.46	%		0.43	%		0.31	%		0.34	%		0.38	%
Investment income-net		0.60	%		0.49	%		0.39	%		0.77	%		0.70	%		0.51	%		0.17	%#		0.18	%		0.38	%		0.37	%
Portfolio Turnover Rate		127	%		109	%		87	%		65	%		76	%		54	%		44	%		37	%		69	%		98	%
Thousands of Accumulation Units outstanding at end of period		180,671			181,824			194,004			196,256			197,453			176,249			171,149			166,751			131,646			98,862

*

Based on per accumulation unit data. Information for Annuity Units is not presented.

#

As required, effective January 1, 2001, the Accounts adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums and discounts on all debt securities. For the Growth Account, the effect of this change for the year ended December 31, 2001, was to decrease investment income-net per Accumulation Unit by $0.002, and decrease net realized and unrealized loss per Accumulation Unit by $0.002. For the ratio of investment income-net to average net assets, there was no effect for the Growth Account for the year ended December 31, 2001. Per Accumulation Unit amounts and ratios for the periods prior to January 1, 2001, have not been restated to reflect this change in presentation.

College Retirement Equities Fund § Prospectus 9

CONDENSED FINANCIAL INFORMATION continued

EQUITY INDEX ACCOUNT

For the Years Ended December 31,	2007			2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	1.806		$	1.636		$	1.441		$	1.400		$	1.073		$	1.003		$	0.973		$	1.055		$	1.012		$	0.953
Expenses		0.383			0.385			0.325			0.256			0.278			0.248			0.258			0.233			0.225			0.190
Investment income-net		1.423			1.251			1.116			1.144			0.795			0.755			0.715	#		0.822			0.787			0.763
Net realized and unrealized gain (loss) on total investments		3.050			11.332			3.320			6.954			15.521			(15.713	)		(9.849	)#		(7.216	)		13.733			12.789
Net increase (decrease) in Accumulation Unit Value		4.473			12.583			4.436			8.098			16.316			(14.958	)		(9.134	)		(6.394	)		14.520			13.552
Accumulation Unit Value:
Beginning of year		95.210			82.627			78.191			70.093			53.777			68.735			77.869			84.263			69.743			56.191
End of year	$	99.683		$	95.210		$	82.627		$	78.191		$	70.093		$	53.777		$	68.735		$	77.869		$	84.263		$	69.743
Total Return*		4.70	%		15.23	%		5.67	%		11.55	%		30.34	%		(21.76	)%		(11.73	)%		(7.59	)%		20.82	%		24.12	%
Ratios to Average Net Assets:
Expenses		0.47	%		0.43	%		0.41	%		0.36	%		0.46	%		0.41	%		0.37	%		0.28	%		0.30	%		0.31	%
Investment income-net		1.39	%		1.39	%		1.40	%		1.60	%		1.33	%		1.26	%#		1.02	%#		0.98	%		1.05	%		1.24	%
Portfolio Turnover Rate		9	%		10	%		7	%		3	%		3	%		7	%		6	%		9	%		5	%		4	%
Thousands of Accumulation Units outstanding at end of period		112,608			115,880			116,883			112,708			103,603			86,020			75,254			62,018			57,249			47,997

*

Based on per accumulation unit data. Information for Annuity Units is not presented.

#

As required, effective January 1, 2001, the Accounts adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums and discounts on all debt securities. For the Equity Index Account the change had no effect on the condensed financial information. Per Accumulation Unit amounts and ratios for the periods prior to January 1, 2001, have not been restated to reflect this change in presentation.

10      Prospectus § College Retirement Equities Fund

CONDENSED FINANCIAL INFORMATION continued

BOND MARKET ACCOUNT

For the Years Ended December 31,	2007			2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	4.260		$	3.990		$	3.437		$	3.265		$	2.946		$	3.317		$	3.258		$	3.636		$	3.289		$	3.156
Expenses		0.315			0.373			0.342			0.292			0.347			0.261			0.242			0.174			0.166			0.158
Investment income-net		3.945			3.617			3.095			2.973			2.599			3.056			3.016	#		3.462			3.123			2.998
Net realized and unrealized gain (loss) on total investments		0.806			(0.467	)		(1.414	)		0.015			0.377			3.236			1.571	#		2.621			(3.711	)		1.150
Net increase (decrease) in Accumulation Unit Value		4.751			3.150			1.681			2.988			2.976			6.292			4.587			6.083			(0.588	)		4.148
Accumulation Unit Value:
Beginning of year		79.532			76.382			74.701			71.713			68.737			62.445			57.858			51.775			52.363			48.215
End of year	$	84.283		$	79.532		$	76.382		$	74.701		$	71.713		$	68.737		$	62.445		$	57.858		$	51.775		$	52.363
Total Return*		5.97	%		4.12	%		2.25	%		4.17	%		4.33	%		10.08	%		7.93	%		11.75	%		(1.12	)%		8.60	%
Ratios to Average Net Assets:
Expenses		0.51	%		0.48	%		0.45	%		0.40	%		0.49	%		0.41	%		0.43	%		0.33	%		0.32	%		0.32	%
Investment income-net		4.86	%		4.69	%		4.09	%		4.07	%		3.69	%		4.75	%		5.36	%#		6.50	%		6.03	%		5.98	%
Portfolio Turnover Rate		174	%		219	%		275	%		100	%		164	%		249	%		257	%		377	%†		657	%		525	%
Thousands of Accumulation Units outstanding at end of year		88,915			78,203			73,664			70,239			73,111			81,952			71,368			54,745			54,918			57,481

*	Based on per accumulation unit data. Information for Annuity Units is not presented.
#	As required, effective January 1, 2001, the Accounts adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums and discounts on all debt securities. For the Bond Market Account, the effect of this change for the year ended December 31, 2001, was to decrease investment income-net per Accumulation Unit by $0.067, increase net realized and unrealized gain per Accumulation Unit by $0.067 and decrease the ratio of investment income-net to average net assets by 0.12%. Per Accumulation Unit amounts and ratios for the periods prior to January 1, 2001, have not been restated to reflect this change in presentation.
†	During 2000, the Bond Market Account began structuring dollar rolls as financing transactions. Dollar rolls occur when an Account sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities on a specified future date. Had these transactions been treated for the entire year as purchases and sales, rather than as financing transactions, the portfolio turnover rate for the year ended December 31, 2000, would have been 552.94%.

College Retirement Equities Fund § Prospectus      11

CONDENSED FINANCIAL INFORMATION continued

INFLATION-LINKED BOND ACCOUNT

For the Years Ended December 31,	2007		2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	2.618	$	1.560		$	2.657		$	2.028		$	1.764		$	1.797		$	1.816		$	2.113		$	1.730		$	1.256
Expenses		0.186		0.228			0.194			0.166			0.193			0.147			0.122			0.083			0.099			0.086
Investment income-net		2.432		1.332			2.463			1.862			1.571			1.650			1.694	#		2.030			1.631			1.170
Net realized and unrealized gain (loss) on total investments		2.695		(1.339	)		(1.316	)		1.497			1.395			3.817			0.692	#		1.491			(1.062	)		(0.260	)
Net increase in Accumulation Unit Value		5.127		(0.007	)		1.147			3.359			2.966			5.467			2.386			3.521			0.569			0.910
Accumulation Unit Value:
Beginning of year		46.436		46.443			45.296			41.937			38.971			33.504			31.118			27.597			27.028			26.118
End of year	$	51.563	$	46.436		$	46.443		$	45.296		$	41.937		$	38.971		$	33.504		$	31.118		$	27.597		$	27.028
Total Return*		11.04		(0.01	)%		2.53	%		8.01	%		7.61	%		16.32	%		7.67	%		12.76	%		2.10	%		3.48	%
Ratios to Average Net Assets:
Expenses		0.50		0.49	%		0.43	%		0.39	%		0.48	%		0.41	%		0.36	%		0.29	%		0.36	%		0.33	%
Investment income-net		5.00		2.83	%		5.47	%		4.34	%		3.93	%		4.56	%		4.93	%#		6.97	%		5.99	%		4.50	%
Portfolio Turnover Rate		13		23	%		24	%		110	%		240	%		31	%		42	%		17	%		54	%		41	%
Thousands of Accumulation Units outstanding at end of year		90,526		77,482			82,764			72,643			57,499			63,825			35,274			15,188			4,757			5,112

*

Based on per accumulation unit data. Information for Annuity Units is not presented.

#

As required, effective January 1, 2001, the Accounts adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums and discounts on all debt securities. For the Inflation-Linked Bond Account, the effect of this change for the year ended December 31, 2001, was to decrease investment income- net per Accumulation Unit by $0.031, increase net realized and unrealized gain per Accumulation Unit by $0.031 and decrease the ratio of investment income-net to average net assets by 0.11%. Per Accumulation Unit amounts and ratios for the periods prior to January 1, 2001, have not been restated to reflect this change in presentation.

12 Prospectus § College Retirement Equities Fund

CONDENSED FINANCIAL INFORMATION continued

SOCIAL CHOICE ACCOUNT

For the Years Ended December 31,	2007			2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	4.165		$	3.687		$	2.987		$	2.883		$	2.418		$	2.687		$	2.766		$	3.188		$	2.898		$	2.679
Expenses		0.492			0.535			0.465			0.377			0.422			0.337			0.352			0.282			0.293			0.249
Investment income-net		3.673			3.152			2.522			2.506			1.996			2.350			2.414	#		2.906			2.605			2.430
Net realized and unrealized gain (loss) on total investments		2.371			8.412			2.877			6.473			14.293			(10.756	)		(7.003	)#		(2.582	)		6.752			11.159
Net increase (decrease) in Accumulation Unit Value		6.044			11.564			5.399			8.979			16.289			(8.406	)		(4.589	)		0.324			9.357			13.589
Accumulation Unit Value:
Beginning of year		125.522			113.958			108.559			99.580			83.291			91.697			96.286			95.962			86.605			73.016
End of year	$	131.566		$	125.522		$	113.958		$	108.559		$	99.580		$	83.291		$	91.697		$	96.286		$	95.962		$	86.605
Total Return*		4.81	%		10.15	%		4.97	%		9.02	%		19.56	%		(9.17	)%		(4.77	)%		0.34	%		10.80	%		18.61	%
Ratios to Average Net Assets:
Expenses		0.48	%		0.45	%		0.42	%		0.37	%		0.47	%		0.39	%		0.40	%		0.30	%		0.32	%		0.31	%
Investment income-net		2.81	%		2.65	%		2.29	%		2.46	%		2.22	%		2.75	%		2.77	%#		3.04	%		2.88	%		3.07	%
Portfolio Turnover Rate		60	%		84	%		97	%		37	%		41	%		93	%		69	%		117	%†		206	%		148	%
Thousands of Accumulation Units outstanding at end of year		67,773			67,385			66,154			62,316			57,111			50,707			46,290			42,550			41,355			37,211

*	Based on per accumulation unit data. Information for Annuity Units is not presented.
#	As required, effective January 1, 2001, the Accounts adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums and discounts on all debt securities. For the Social Choice Account, the effect of this change for the year ended December 31, 2001, was to decrease investment income-net per Accumulation Unit by $0.019, decrease net realized and unrealized loss per Accumulation Unit by $0.019 and decrease the ratio of investment income-net to average net assets by 0.02%. Per Accumulation Unit amounts and ratios for the periods prior to January 1, 2001, have not been restated to reflect this change in presentation.
†	During 2000, the Social Choice Account began structuring dollar rolls as financing transactions. Dollar rolls occur when an Account sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities on a specified future date. Had these transactions been treated for the entire year as purchases and sales, rather than as financing transactions, the portfolio turnover rate for the year ended December 31, 2000, would have been 196.05%.

College Retirement Equities Fund § Prospectus 13

CONDENSED FINANCIAL INFORMATION Concluded

MONEY MARKET ACCOUNT

For the Years Ended December 31,	2007			2006			2005			2004			2003			2002			2001			2000			1999			1998
PER ACCUMULATION UNIT DATA:*
Investment income	$	1.258		$	1.169		$	0.726		$	0.307		$	0.264		$	0.407		$	0.888		$	1.273		$	0.976		$	0.998
Expenses		0.092			0.098			0.090			0.078			0.097			0.082			0.069			0.055			0.057			0.054
Investment income-net		1.166			1.071			0.636			0.229			0.167			0.325			0.819			1.218			0.919			0.944
Net realized and unrealized gain (loss) on total investments		(0.004	)		—			0.003			(0.006	)		(0.004	)		(0.005	)		0.009			0.007			(0.005	)		0.005
Net increase in Accumulation Unit Value		1.162			1.071			0.639			0.223			0.163			0.320			0.828			1.225			0.914			0.949
Accumulation Unit Value:
Beginning of year		23.734			22.663			22.024			21.801			21.638			21.318			20.490			19.265			18.351			17.402
End of year	$	24.896		$	23.734		$	22.663		$	22.024		$	21.801		$	21.638		$	21.318		$	20.490		$	19.265		$	18.351
Total Return*		4.90	%		4.73	%		2.90	%		1.02	%		0.75	%		1.50	%		4.04	%		6.36	%		4.98	%		5.45	%
Ratios to Average Net Assets:
Expenses		0.45	%		0.43	%		0.41	%		0.36	%		0.45	%		0.38	%		0.33	%		0.28	%		0.30	%		0.30	%
Investment income-net		4.79	%		4.64	%		2.86	%		1.05	%		0.77	%		1.51	%		3.88	%		6.12	%		4.90	%		5.27	%
Thousands of Accumulation Units outstanding at end of year		468,749			392,914			316,665			297,573			305,732			334,898			338,791			315,206			354,754			312,358

*	Based on per accumulation unit data. Information for Annuity Units is not presented.
14	Prospectus § College Retirement Equities Fund

YOUR INVESTMENT OPTIONS

          CREF has eight investment portfolios, or Accounts, which are divided into several categories reflecting different investment management techniques. They are:

Equity Accounts:
	•	Stock Account
	•	Global Equities Account
	•	Growth Account
Index Account:
	•	Equity Index Account
Fixed-Income Accounts:
	•	Bond Market Account
	•	Inflation-Linked Bond Account
Specialty/Balanced Account:
	•	Social Choice Account
Money Market Account:
	•	Money Market Account

          CREF’s goal is to provide retirement benefits. CREF has a long-term investment perspective and the Accounts provide a wide range of investment alternatives. Each Account has its own investment objective, policies and special risks. The investment objective of an Account cannot be changed without the approval of a majority of Account participants. CREF can change investment policies without such approval. There is no guarantee that any Account will meet its investment objective.

          Each of the Stock, Global Equities, Equity Index, Bond Market, Inflation-Linked Bond and Money Market Accounts has a policy of investing, under normal circumstances, at least 80% of its respective assets (net assets, plus the amount of any borrowings for investment purposes) in the particular type of securities implied by its name, including such terms as “equity” and “index.” Each of these Accounts will provide its participants with at least 60 days’ prior notice before making changes to this policy.

College Retirement Equities Fund § Prospectus 15

EQUITY ACCOUNTS

          Stock Account

          Investment Objective: A favorable long-term rate of return through capital appreciation and investment income by investing primarily in a broadly diversified portfolio of common stocks.

          Principal Investment Strategies: Under normal circumstances, the Stock Account invests at least 80% of its net assets in a broadly diversified portfolio of common stocks. The Account’s investment adviser, TIAA-CREF Investment Management, LLC (“TCIM”), uses a combination of three different investment strategies to manage the Account—active management, enhanced indexing and pure indexing, and invests in both domestic and foreign securities. TCIM seeks to achieve the Account’s overall investment objective by managing the Account in segments, each of which may use one of these different investment strategies.

          For that portion of the Account that is actively managed, TCIM concentrates on individual companies rather than sectors or industries. TCIM looks for stocks that it believes are attractively priced based on an analysis of the company’s prospects for growth in earnings, cash flow, revenues or other relevant measures. TCIM also looks for companies whose assets appear undervalued in the market. In general, TCIM focuses on companies with shareholder-oriented managements dedicated to creating shareholder value. The Account may invest in companies of any size, including small companies. Investing in smaller companies entails more risk. See “Principal Investment Risks” for the Stock Account below.

          A portion of the Account is managed using an enhanced index strategy. With enhanced indexing, TCIM may use several different investment techniques to build a portfolio of stocks that is structured to resemble and share the risk characteristics of various segments of the benchmark index, while also seeking to outperform that benchmark index. Enhanced index strategies often employ proprietary, quantitative modeling techniques for stock selection, country allocation and portfolio construction. Quantitative analysis involves the use of mathematical models and computer programs that attempt to outperform the index by over and under weighting certain stocks while keeping the Account’s overall financial and risk characteristics similar to those of its benchmark index. Relative to TCIM’s other approaches for managing other equity accounts, in general the enhanced indexing methodology is designed so that the Account diverges from and may outperform its benchmark more than an indexing approach, but remains closer to the benchmark than other equity accounts using a traditional active management style. Enhanced index strategies will typically hold more stock than traditional active strategies.

          A portion of the Account is managed using a pure index strategy. This portion of the Account is designed to track various segments of the component indices of the Account’s composite benchmark index. This portion of the Account may not invest in all stocks in the indices comprising the Account’s composite benchmark,

16 Prospectus § College Retirement Equities Fund

but rather may use a sampling approach to create a portfolio that closely matches the overall characteristics of the relevant segments of the underlying indices.

          The Account invests in foreign stocks and other equity securities. The Account also may invest in fixed-income securities and money market instruments traded on foreign exchanges or in other foreign securities markets, or that are privately placed. Foreign securities have different types and levels of risk than a strictly domestic portfolio. The Account will also invest a portion of its foreign investments in emerging market securities and, to a lesser extent, foreign small-cap equities. Over time, the Account intends to transition weightings of its holdings to be approximately 70-75% domestic equities and 25-30% foreign equities, with approximately 5% of the Account comprised of emerging market investments and approximately 3% of the Account comprised of foreign small-cap investments. As of December 31, 2007, foreign securities were approximately 25% of the market value of the Account. For a discussion of additional risks concerning investments in foreign securities, see “Additional Investment Tools and Risks” below.

          The benchmark for the Stock Account is a composite index comprised of four unmanaged benchmarks: the Russell 3000^® Index, the MSCI Barra (“MSCI”) EAFE^® + Canada Index, the MSCI Emerging Markets Index^SM and the MSCI EAFE^® + Canada Small Cap Index. The weights in the composite index change daily to reflect the relative sizes of the domestic, developed foreign market, emerging market and foreign small-cap segments of the Account and to maintain its consistency with the Account’s investment strategies. See “More About Benchmarks and Other Indices” below for more information about composite and other benchmarks.

Principal Investment Risks: The Account is subject to the following principal risks:
•	market risk;
•	company risk;
•	foreign investment risk; and
•	small-cap/mid-cap risk.

          Furthermore, the Account is one of the world’s largest singly managed equity funds based on assets under management. Because of its size, it may be buying or selling blocks of stock that are large compared to the stock’s trading volume, making it difficult to reach the positions called for by TCIM’s investment decisions and/or affecting the stock’s price. As a result, TCIM may not be able to adjust the portfolio as quickly as it would like. As with any investment, you can lose money by investing in this Account.

          See “Principal Risks of Investing in the Accounts” below for more information on the risks of investing in this Account.

          Who May Want to Invest: The Stock Account may be best for individuals who have a longer time horizon, think stocks will perform well over time and want to invest in a broadly diversified stock portfolio.

College Retirement Equities Fund § Prospectus 17

          Global Equities Account

          Investment Objective: A favorable long-term rate of return through capital appreciation and income from a broadly diversified portfolio that consists primarily of foreign and domestic common stocks.

          Principal Investment Strategies: Under normal circumstances, the Global Equities Account invests at least 80% of its net assets in equity securities of foreign and domestic companies. Typically, at least 40% of the Account is invested in foreign securities and at least 25% in domestic securities, as TCIM deems appropriate. The remaining 35% is distributed between foreign and domestic securities. These percentages may vary according to market conditions. As of December 31, 2007, foreign securities were approximately 52.5% of the market value of the Account. Normally, the Account will be invested in at least three different countries, one of which will be the United States, although the Account will usually be more diversified.

          The Account can invest in companies of any size, including small companies. Investing in smaller companies entails more risk. See “Principal Investment Risks” for the Global Equities Account below.

          TCIM uses a combination of three different investment strategies to manage the Account—active management, enhanced indexing and pure indexing. TCIM seeks to achieve the Account’s overall investment objective by managing the Account in segments, each of which may use one of these different investment strategies. For that portion of the Account that is actively managed, TCIM looks for stocks that it believes are attractively priced based on an analysis of the company’s prospects for growth in earnings, cash flow, revenues or other relevant measures. TCIM also looks for companies whose assets appear undervalued in the market. In general, TCIM focuses on companies with shareholder-oriented managements dedicated to creating shareholder value.

          A portion of the Account is managed using an enhanced index strategy. With enhanced indexing, TCIM may use several different investment techniques to build a portfolio of stocks that is structured to resemble and share the risk characteristics of various segments of the benchmark index, while also seeking to outperform that benchmark index. Enhanced index strategies often employ proprietary, quantitative modeling techniques for stock selection, country allocation and portfolio construction. Quantitative analysis involves the use of mathematical models and computer programs that attempt to outperform the index by over and under weighting certain stocks while keeping the Account’s overall financial and risk characteristics similar to those of its benchmark index. Relative to TCIM’s other approaches for managing other equity accounts, in general the enhanced indexing methodology is designed so that the Account diverges from and may outperform its benchmark more than an indexing approach, but remains closer to the benchmark than other equity accounts using a traditional active management style. Enhanced index strategies will typically hold more stock than traditional active strategies.

          A portion of the Account is managed using a pure index strategy. This portion of the Account is designed to track various segments of the benchmark index.

18 Prospectus § College Retirement Equities Fund

This portion of the Account may not invest in all stocks in the Account’s benchmark, but rather may use a sampling approach to create a portfolio that closely matches the overall characteristics of the relevant segments of the index.

          The benchmark for the Global Equities Account is the MSCI World Index^SM. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

Principal Investment Risks: The Account is subject to the following principal risks:
•	market risk;
•	company risk;
•	foreign investment risk; and
•	small-cap/mid-cap risk.

          Investing in securities traded in foreign exchanges or foreign markets involves risks beyond those of domestic investing. These include political or social instability, changes in currency rates and the possible imposition of market controls or currency exchange controls. The Account may also be subject to market timing risk due to “stale price arbitrage,” in which an investor seeks to take advantage of the perceived difference in price from a foreign market closing price. If not mitigated through effective policies, market timing can interfere with efficient portfolio management and cause dilution. The Account has in place policies and procedures that are designed to reduce the risk of market timing in the Account. See “Additional Investment Tools and Risks” below for more information on risks of foreign investing and “Principal Risks of Investing in the Accounts” below for more information on the risks of investing in this Account. As with any investment, you can lose money by investing in this Account.

          Who May Want to Invest: The Global Equities Account may be best for individuals who have a longer time horizon, think stocks will perform well over time and want to take advantage of the potential of foreign markets.

          Growth Account

          Investment Objective: A favorable long-term rate of return, mainly through capital appreciation, primarily from a diversified portfolio of common stocks that present the opportunity for exceptional growth.

          Principal Investment Strategies: Under normal circumstances, the Growth Account invests at least 80% of its net assets in common stocks and other equity securities. The Account invests primarily in large, well-known, established companies, particularly when TCIM believes they have new or innovative products, services or processes that enhance future earnings prospects. To a lesser extent, the Account may also invest in smaller, less seasoned companies with growth potential as well as companies in new and emerging areas of the economy. The Account may also invest in companies in order to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations.

          The Account may buy foreign securities and other instruments if TCIM believes they have superior investment potential. Depending on investment opportunities, the Account may invest up to 20% of its assets in foreign securities.

College Retirement Equities Fund §Prospectus 19

The securities will be those traded on foreign exchanges or in other foreign markets and may be denominated in foreign currencies or other units.

          TCIM uses a combination of both active management and pure indexing to manage the Account. These investment strategies are used with respect to different segments of the Account to seek to achieve the Account’s general investment objective. For that portion of the Account that is actively managed, TCIM looks for stocks that it believes are attractively priced based on an analysis of the company’s prospects for growth in earnings, cash flow, revenues or other relevant measures. TCIM also looks for companies whose assets appear undervalued in the market. In general, TCIM focuses on companies with shareholder-oriented managements dedicated to creating shareholder value.

          A portion of the Account is managed using a pure index strategy. This portion of the Account is designed to track various segments of the Account’s benchmark index. This portion of the Account may not invest in all stocks in the benchmark, but rather may use a sampling approach to create a portfolio that closely matches the overall characteristics of the relevant segments of the index.

          The benchmark for the Growth Account is the Russell 1000^® Growth Index. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

Principal Investment Risks: The Account is subject to the following principal risks:
•	market risk;
•	company risk;
•	foreign investment risk;
•	small-cap/mid-cap risk; and
•	growth investing style risk.

          Also, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. The Account will probably be more volatile than the overall stock market due to its focus on more growth-oriented sectors of the market. See “Principal Risks of Investing in the Accounts” below for more information on the risks of investing in this Account. As with any investment, you can lose money by investing in this Account.

          Who May Want to Invest: The Growth Account may be best for individuals who are looking for long-term capital appreciation and a favorable long-term return but are willing to tolerate fluctuations in value. It may also be well suited to investors seeking exposure to growth-oriented companies who also have exposure to other segments of the stock market, including exposure to value-oriented companies.

INDEX ACCOUNT

          Equity Index Account

          Investment Objective: A favorable long-term rate of return from a diversified portfolio selected to track the overall market for common stocks publicly traded in the U.S., as represented by a broad stock market index.

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          Principal Investment Strategies: The Equity Index Account is designed to track the U.S. stock market as a whole and invests in stocks in the Russell 3000^® Index. Although the Account invests in stocks in the Russell 3000^® Index, it may not necessarily invest in all 3,000 stocks in the index. The Account approaches full replication of the index to create a portfolio that closely matches the overall investment characteristics of the index. This means that a company can remain in the Account even if it performs poorly, unless the company is removed from the Russell 3000^® Index. Using the Russell 3000^® Index is not fundamental to the Account’s investment objective and policies. The Account can change the index at any time and will notify its participants if it does so. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

          The Account may also invest in securities and other instruments, such as futures, whose return depends on stock market prices. TCIM selects these instruments to attempt to match the total return of the Russell 3000^® Index but may not always do so.

Principal Investment Risks: The Account is subject to the following principal risks:
•	market risk;
•	company risk;
•	foreign investment risk;
•	small-cap/mid-cap risk; and
•	index risk.

          The Account attempts to closely track the Russell 3000^® Index and changes are made to its holdings to reflect changes in the index. However, the Account does not invest in all 3,000 stocks in the index and the Account incurs transactional expenses, so there can be no assurance that its performance will match that of the index. Also, the Account’s returns, unlike those of the index, are reduced by investment and other operating expenses. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

          See “Principal Risks of Investing in the Accounts” below for more information on the risks of investing in this Account. As with any investment, you can lose money by investing in this Account.

          Who May Want to Invest: The Equity Index Account may be best for individuals who have a longer time horizon, think U.S. stocks will perform well over time and want to invest in a broad range of securities in the U.S. market.

NON-PRINCIPAL INVESTMENTS OF THE EQUITY AND EQUITY INDEX ACCOUNTS

          In addition to stocks, the CREF Equity and Equity Index Accounts may hold other types of securities with equity characteristics, such as convertible bonds, preferred stock, warrants and depository receipts. Pending more permanent investments or to use cash balances effectively, these Accounts may also hold the same types of money market instruments in which the Money Market Account invests as well as other short-term instruments. TCIM may also manage cash in

College Retirement Equities Fund §Prospectus 21

the Accounts by investing in money market funds or other short-term investment company securities.

          The Equity and Equity Index Accounts can also hold fixed-income securities that they acquire through mergers, recapitalizations or other situations. When TCIM believes market conditions are favorable, these Accounts may also invest in bonds or other debt instruments similar to those investments made by the Bond Market Account. The Equity and Equity Index Accounts may also invest in debt securities whose prices or interest rates are linked to the return of a stock market index.

          The Equity and Equity Index Accounts may buy and sell options, futures contracts and options on futures. They may also buy and sell stock index futures contracts. TCIM intends to use such options and futures contracts primarily as hedging techniques or for cash management, but not for speculation, although they involve special consideration and risks nonetheless.

          Where appropriate futures contracts do not exist, or if TCIM deems advisable for other reasons, the Accounts may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Accounts may also use ETFs for purposes other than cash management, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When an Equity Account or the Equity Index Account invests in ETFs or other investment companies, the Account bears a proportionate share of expenses charged by the investment company in which it invests. To manage currency risk, the Equity and Equity Index Accounts may also enter into forward currency contracts, buy or sell options and futures on foreign currencies and buy securities indexed to foreign currencies.

          Although the Equity and Equity Index Accounts may use options, futures or currency contracts at times to hedge certain risks, it is not the intent of these Accounts to hedge all equity or currency risks of the Accounts at any particular time.

          The Equity and Equity Index Accounts may also invest in newly developed financial instruments, such as equity swaps (including arrangements where the return is linked to a stock market index) and equity-linked fixed-income securities. These securities and instruments pose special risks, such as lack of liquidity or credit risks of the issuer or counterparty.

FIXED-INCOME ACCOUNTS

          Bond Market Account

          Investment Objective: A favorable long-term rate of return, primarily through high current income consistent with preserving capital.

          Principal Investment Strategies: Under normal circumstances, the Bond Market Account invests at least 80% of its net assets in a broad range of debt securities. The majority of the Account’s assets is invested in U.S. Treasury and Agency securities, corporate bonds and mortgage-backed or other asset-backed securities. The Account’s holdings are mainly investment-grade securities rated in the top four credit categories by Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s (“S&P”), or that TCIM determines are of comparable quality.

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The Account will overweight or underweight individual securities or sectors as compared to their weight in the Lehman Brothers U.S. Aggregate Index (the “Lehman Index”) depending on where TCIM finds undervalued, overlooked or misunderstood issues that TCIM believes offer the potential for superior returns compared to the Lehman Index. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

          The Account can also invest in non-investment-grade securities rated Ba1 or lower by Moody’s or BB+ and lower by Standard & Poor’s as well as unrated securities that TCIM determines to be of a similar quality or “junk” bonds. However, TCIM does not intend to invest more than 20% of the Account’s assets in such securities. The Account can also make foreign investments, but such investments are not expected to exceed 15% of the Account’s assets.

          The Account is managed to track the duration of the Lehman Index. Duration is a measurement of the change in the value of a bond portfolio in response to a change in interest rates. As of December 31, 2007, the duration of the Lehman Index was 4.41 years. By keeping the Account’s duration close to the Lehman Index’s duration, the Account’s returns due to changes in interest rates should be similar to the Index’s returns due to changes in interest rates.

          The Account can also invest in mortgage-backed securities. These can include pass-through securities sold by private, governmental and government-related organizations, and collateralized mortgage obligations (“CMOs”). Mortgage pass-through securities are formed when mortgages are pooled together and interests in the pool are sold to investors. The cash flow from the underlying mortgages is “passed through” to investors in periodic principal and interest payments. CMOs are obligations fully collateralized directly or indirectly by a pool of mortgages on which payments of principal and interest are dedicated to payment of principal and interest.

          The Account may make certain other investments, but not as principal investment strategies. For example, the Account may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment and extension risks than traditional mortgage-backed securities.

          TCIM may also use an investment strategy called “mortgage rolls” (also referred to as “dollar rolls”), in which the Account “rolls over” an investment in a mortgage-backed security before its settlement date in exchange for a similar security with a later settlement date. The Account may also engage in duration-neutral relative value trading, a technique in which the Account buys and sells government bonds of identical credit quality but different maturity dates in an attempt to take advantage of spread differentials along the yield curve. While these techniques are both designed to enhance the Account’s returns, TCIM does not expect these techniques to significantly raise the Account’s capital gains or losses. There are no commissions on purchases and sales of fixed-income securities, so increased trading will not raise the Account’s expenses.

College Retirement Equities Fund §Prospectus 23

Principal Investment Risks: The Account is subject to the following principal risks:
•	income volatility risk;
•	credit risk;
•	call risk;
•	interest rate risk; and
•	prepayment and extension risk.

          Interest rate risk is the risk that prices of portfolio securities held by the Account may decline if interest rates rise. For example, if interest rates rise by 1%, the market value of a portfolio with a duration of 5 years will decline by approximately 5%.

          In addition, non-investment-grade securities, which are usually called “high-yield” or “junk” bonds, offer higher returns but also entail higher risks. Issuers of “junk” bonds may be in weak financial health, their ability to pay interest and principal is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value and sell and their prices can be more volatile than the prices of higher-quality securities. High-yield bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.

          Bear in mind that all these risks can also apply to the lower levels of “investment-grade” securities, for example, Moody’s Baa and S&P’s BBB. Also, securities originally rated “investment-grade” are sometimes downgraded later, should a ratings service believe the issuer’s business outlook or creditworthiness has deteriorated. If that happens to a security in the Account, it may or may not be sold, depending on an analysis by TCIM of the issuer’s prospects. However, the Account will not purchase below-investment-grade securities if that would increase their amount in the portfolio above the Account’s current investment target. The Account does not rely exclusively on credit ratings when making investment decisions because such ratings may not alone be an accurate measure of the risk of lower-rated bonds. Instead, TCIM also does its own credit analysis, paying particular attention to economic trends and other market events.

          The Account can hold illiquid securities. The risk of investing in illiquid securities is that they may be difficult to sell for their fair market value.

          The Account’s investments in mortgage-backed securities are subject to prepayment or extension risk. This is the possibility that a change in interest rates would cause the underlying mortgages to be paid off sooner or later than expected. If that happened, the Account would have to reinvest the amounts that had been invested in the mortgage-backed securities, possibly at a lower rate of return. If unanticipated extensions occur as a result of a rising interest rate environment, the Account may not receive cash flows from its investments as early as expected.

          See “Principal Risks of Investing in the Accounts” below for more information on the risks of investing in this Account. As with any investment, you can lose money by investing in this Account.

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          See the SAI for an explanation of bond ratings.

          Who May Want to Invest: The Bond Market Account may be best for individuals who have a longer time horizon, think bonds will do well over time and want to balance other holdings invested in stocks.

          Inflation-Linked Bond Account

          Investment Objective: A long-term rate of return that outpaces inflation, primarily through investment in inflation-indexed bonds—fixed-income securities whose returns are designed to track a specified inflation index over the life of the bond.

          Principal Investment Strategies: Under normal circumstances, the Inflation-Linked Bond Account invests at least 80% of its net assets in U.S. Treasury Inflation-Indexed Securities (TIIS). It can also invest in other inflation-indexed bonds issued or guaranteed by the U.S. government or its agencies, by corporations and other U.S. domiciled issuers as well as foreign governments. It can also invest in money market instruments or other short-term securities.

          Like conventional bonds, inflation-indexed bonds generally pay interest at fixed intervals and return the principal at maturity. Unlike conventional bonds, an inflation-indexed bond’s principal or interest is adjusted periodically to reflect changes in a specified inflation index. Inflation-indexed bonds are designed to preserve purchasing power over the life of the bond while paying a “real” rate of interest (i.e., a return over and above the inflation rate). These bonds are generally issued at a fixed interest rate that is lower than that of conventional bonds of comparable maturity and quality, but they are expected to retain their value against inflation over time.

          The principal amount of a TIIS bond is adjusted periodically for inflation using the Consumer Price Index for All Urban Consumers (“CPI-U”). Interest is paid twice a year. The interest rate is fixed, but the amount of each interest payment varies as the principal is adjusted for inflation.

          The principal amount of a TIIS investment can go down in times of negative inflation. However, the U.S. Treasury guarantees that the final principal payment at maturity will not be less than the original principal amount of the bond.

          The interest and principal components of the bonds may be “stripped” or sold separately. The Account can buy or sell either component.

          The Account may also invest in inflation-indexed bonds issued or guaranteed by foreign governments and their agencies, as well as other foreign issuers. These investments are usually designed to track the inflation rate in the issuing country. Under most circumstances, TCIM does not expect the Account’s investments in inflation-linked bonds of foreign issuers will be more than 25% of its assets, although this level may change.

          The Account can also hold the same kind of fixed-income securities as the Bond Market Account. These securities will usually be investment-grade. However, the Account can invest up to 5% of its assets in fixed-income instruments that are rated below investment-grade, or in unrated securities of similar quality.

College Retirement Equities Fund §Prospectus 25

Principal Investment Risks: The Account is subject to the following principal risks:
•	income volatility risk;
•	credit risk;
•	call risk;
•	interest rate risk; and
•	prepayment and extension risk.

          In addition, because the investments in the Account are “marked-to-market” daily and because market values will fluctuate, the Account could lose money on its investments. As a result, its total return may not actually track the selected inflation index every year.

          Market values of inflation-indexed bonds can be affected by changes in the market’s inflation expectations or changes in real rates of interest.

          Also, the CPI-U may not accurately reflect the true rate of inflation. If the market perceives that the index used by TIIS does not accurately reflect inflation, the market value of those bonds could be adversely affected. In addition, participants who choose to receive annuity income through this Account should be aware that their income might not keep pace with inflation precisely, if the average stated interest rate on the Account’s inflation-indexed bonds is below about 4%.

          See “Principal Risks of Investing in the Accounts” below for more information on the risks of investing in this Account. As with any investment, you can lose money by investing in this Account.

          Who May Want to Invest: The Inflation-Linked Bond Account may be best for individuals who are especially concerned about high inflation, seek a modest “real” rate of return (i.e., greater than the inflation rate) and want to balance holdings in stocks, conventional bonds, and other investments.

NON-PRINCIPAL INVESTMENTS OF THE BOND MARKET AND INFLATION-LINKED BOND ACCOUNTS

          The Bond Market and Inflation-Linked Bond Accounts may hold the same kind of money market and other short-term instruments and debt securities as the Money Market Account, as well as other kinds of short-term instruments. The Bond Market Account may also hold preferred stock and common stock through conversion of bonds or exercise of warrants.

          To help manage currency risk, these Accounts may also buy and sell options, futures contracts and options on futures (including options and futures on foreign currencies). They may also enter into forward currency contracts and buy and sell securities indexed to foreign securities.

          The Bond Market and Inflation-Linked Bond Accounts may also buy and sell swaps and options on swaps. These Accounts will use these instruments as hedging techniques or for cash management purposes but not for speculation. These instruments do, however, involve special risks. These Accounts are not required to hedge investments.

26 Prospectus §College Retirement Equities Fund

SPECIALTY/BALANCED ACCOUNT

          Social Choice Account

          Investment Objective: A favorable long-term rate of return that reflects the investment performance of the financial markets while giving special consideration to certain social criteria.

          Principal Investment Strategies: The Social Choice Account invests in a diversified set of domestic and foreign stocks and other equity securities, bonds and other fixed-income securities, as well as money market instruments and other short-term debt instruments. The Account invests only in companies that are suitable from a financial perspective and whose activities are consistent with the Account’s social criteria.

          The Account is balanced, with assets divided between foreign and domestic stocks and other equity securities (about 60%) and bonds and other fixed-income securities, including money market instruments (about 40%). The equity portion of the Account is divided between a domestic and a foreign portion, with domestic equities accounting for approximately 47% of the Account (domestic equities may vary between 37% and 57% of the Account) and foreign equities accounting for approximately 13% of the Account (foreign equities may vary between 8% and 18% of the Account). When TCIM believes that market conditions or transaction needs require, the equity portion of the Account can go as high as 70% or as low as 50% through adjustments to either or both of the domestic and foreign equity portions, with corresponding changes to the fixed-income portion. Any of these percentages can be changed even further if TCIM believes it would be appropriate.

          Current Social Criteria: The social criteria the Account takes into consideration, and any universe of investments that the Account utilizes, are non-fundamental investment policies. They can be changed without the approval of the Account’s participants.

          The Account primarily invests in companies that are screened by KLD Research & Analytics, Inc. (“KLD”)¹ to favor companies that meet or exceed the

1

The Social Choice Account is not promoted, sponsored or endorsed by, or in any way affiliated with KLD. KLD is not responsible for and has not reviewed the Account, nor any associated literature or publications and it makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.

Among other things, KLD publishes certain socially responsible indices. KLD’s publication of its indices in no way suggests or implies an opinion by it as to the attractiveness or appropriateness of investment in any or all securities upon which its indices are based. KLD makes no express or implied warranty, and expressly disclaims any warranty, of any kind, including, without limitation, any warranty of merchantability or fitness for a particular purpose with respect to its indices or any data or any security (or combination thereof) included therein.

College Retirement Equities Fund § Prospectus 27

environmental, social and governance criteria described below. The equity portion of the Account includes both a domestic and a foreign equities portion. The domestic equity portion attempts to track the return of the U.S. stock market as represented by the Russell 3000^® Index. The foreign equity portion of the Account attempts to track the return of developed foreign markets as represented by the MSCI EAFE^® + Canada Index.

          The fixed-income portion of the Account seeks to track the returns and duration of the Lehman Brothers U.S. Aggregate Index. The corporate issuers held in this portion of the Account are also subject to the screening criteria of KLD.

          The benchmark for the Social Choice Account is a composite index comprised of three unmanaged benchmarks: the Russell 3000^® Index, the MSCI EAFE^® + Canada Index and the Lehman Brothers U.S. Aggregate Index. See “More About Benchmarks and Other Indices” below for more information about composite and other benchmarks.

Companies that are currently excluded by KLD include:
•	Companies that derive any revenues from the manufacture of alcohol or tobacco products, and retailers that derive significant revenues from the sale of alcohol or tobacco;
•	Companies that derive any revenues from gambling;
•	Companies that derive any revenue from the manufacture of firearms and/or ammunition, and retailers that derive significant revenues from the sale of firearms and/or ammunition;
•	Companies that derive significant revenues from the production of military weapons; and
•	Electric utilities that own interests in nuclear power plants.

          The remaining companies are then evaluated for their records in certain qualitative areas. Concerns in one area do not automatically eliminate the company by KLD. Instead, KLD bases its screening decisions both on the company’s social performance in these areas relative to its industry peers, and the general social and environmental impact of the industries to which each company belongs. The following are some of the principal social criteria that KLD currently considers when screening companies:

• Safe and useful products, including a company’s record with respect to product safety, marketing practices, commitment to quality, and research and development;

• Employee relations, including a company’s record with respect to labor matters, workplace safety, employee benefit programs, and meaningful participation in company profits either through stock purchase or profit-sharing plans;

• Human rights, including relations with indigenous peoples, non-U.S. labor relations, and operations in countries that KLD considers to have widespread and well-documented labor rights abuses;

28 Prospectus §College Retirement Equities Fund

• Corporate citizenship, including a company’s record with respect to philanthropic activities, community relations, and impact of operations on communities;

• Corporate governance, including executive compensation, tax disputes, and accounting practices;

• Environmental performance, including a company’s record with respect to fines or penalties, waste disposal, toxic emissions, efforts in waste reduction and emissions reduction, recycling, and environmentally beneficial fuels, products and services; and

• Diversity, including a company’s record with respect to promotion of women and minorities, equal employment opportunities, family friendly employee benefits, and contracts with women and minority suppliers.

          The Corporate Governance and Social Responsibility Committee of CREF’s Board of Trustees provides guidance in deciding whether investments meet the social criteria. The Account will do its best to make sure that its investments meet the social criteria, but TCIM cannot guarantee that every holding will always do so. Even if an investment is not excluded by the social criteria, TCIM has the option of excluding the investment if it decides the investment is not an appropriate investment.

          The Account is not restricted from investing in any securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Account may also invest in securities issued by other countries or their agencies and instrumentalities as approved by the Corporate Governance and Social Responsibility Committee of the Board of Trustees. The Account may also buy futures contracts and other derivative instruments for hedging and for cash management purposes.

          The fixed-income portion of the Account invests in the same kinds of securities as the Bond Market Account. This portion may also use a trading technique called “mortgage rolls” which is outlined under the Bond Market Account description. Use of this technique by the Account will have the same benefits and risks as described for the Bond Market Account.

          Money market instruments and short-term debt securities will be of the same types as those held by the Money Market Account. The Account can also hold other kinds of short-term instruments. These help the Account to maintain liquidity, use cash balances effectively and take advantage of attractive investment opportunities.

          The Account may also buy and sell options, swaps, options on swaps, futures contracts and options on futures. The Account will use these instruments as hedging techniques or for cash management but not for speculation. These instruments do, however, involve special risks. The Account is not required to hedge its investments.

          Principal Investment Risks: The Account is subject to the following principal risks:

• market risk;

College Retirement Equities Fund §   Prospectus 29

• company risk;

• foreign investment risk;

• small-cap/mid-cap risk;

• income volatility risk;

• credit risk;

• call risk;

• interest rate risk; and

• prepayment and extension risk.

          In addition, because its social criteria exclude some investments, the Account may not be able to take advantage of some market opportunities available to Accounts that do not use these criteria. Because only part of the Account’s assets is in stocks and other equity securities, overall returns may not parallel the U.S. stock market as a whole. However, TCIM expects that the Account will have less risk than a portfolio made up exclusively of common stocks. The Account may be subject to the risks of foreign investing. See “Additional Investment Tools and Risks” below for more information on the risks of foreign investing. The Account is also exposed to the risks of investing in equity securities of small companies. These securities may experience greater price fluctuations than the securities of larger companies.

          See “Principal Risks of Investing in the Accounts” below for more information on the risks of investing in this Account. As with any investment, you can lose money by investing in this Account.

          Who May Want to Invest: The Social Choice Account may be best for individuals who want to avoid investing in companies that do not meet certain social criteria screens; want an Account balanced among stocks, bonds and money market instruments; and want an Account that may be less volatile than a stock Account.

MONEY MARKET ACCOUNT

          Money Market Account

          Investment Objective: High current income consistent with maintaining liquidity and preserving capital.

          Principal Investment Strategies: Substantially all the Money Market Account’s assets are invested in securities or other instruments maturing in 397 days or less, although some U.S. government securities may have maturities of up to 762 days. However, the dollar-weighted average maturity of the Account may not be more than 90 days.

          The Account invests primarily in:

(1) Commercial paper (short-term “IOUs” issued by corporations and others) or variable-rate, floating-rate, or variable-amount securities of domestic or dollar-denominated foreign companies;

30 Prospectus § College Retirement Equities Fund

(2)	Obligations of commercial banks, savings banks, savings and loan associations, and foreign banks whose latest annual financial statements show more than $1 billion in assets. These include certificates of deposit, time deposits, banker’s acceptances and other short-term debt;
(3)	Securities issued by, or whose principal and interest are guaranteed by, the U.S. government or one of its agencies or instrumentalities;
(4)	Other debt obligations with a remaining maturity of 397 days or less issued by domestic or foreign companies;
(5)	Repurchase agreements involving securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or involving certificates of deposit, commercial paper or bankers’ acceptances;
(6)	Participation interests in loans banks have made to the issuers of (1) and (4) above (these may be considered illiquid);
(7)	Asset-backed securities issued by domestic corporations or trusts;
(8)	Obligations issued or guaranteed by foreign governments or their political subdivisions, agencies or instrumentalities; and
(9)	Obligations of international organizations (and related government agencies) designated or supported by the U.S. or foreign government agencies to promote economic development or international banking.

          The Account invests at least 95% of its assets in money market instruments that at the time of purchase are “first tier” securities—that is, rated within the highest category by at least two nationally recognized statistical rating organizations (“NRSROs”), or rated within the highest category by one NRSRO if it is the only NRSRO to have issued a rating for the security, or unrated securities that TCIM believes to be of comparable quality. Up to 5% of the Account’s assets may be invested in “second tier” securities—securities rated within the two highest categories by at least two NRSROs or in unrated securities of comparable quality. The Account may also invest up to 30% of its assets in money market and debt instruments of foreign issuers denominated in U.S. dollars.

          The above list of investments is not exclusive and the Account may make other investments consistent with its investment objective and policies.

          Principal Investment Risks: The principal risk of investing in the Account is current income risk—that is, the income the Account receives may fall as a result of a decline in interest rates. Market levels of interest rates may make it difficult or impossible for the Account to meet its investment objective of high current income. To a lesser extent, the Account is also subject to the principal investment risks previously described above.

          Unlike most money market funds, the Money Market Account does not distribute income on a daily basis and therefore does not maintain a constant net asset value of $1.00 per share or unit.

College Retirement Equities Fund § Prospectus 31

          An investment in the Money Market Account is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any investment, you can loose money by investing in this Account.

          Who May Want to Invest: The Money Market Account may be best for individuals who have a shorter time horizon, want to keep up with inflation but are not looking for high “real” returns over inflation and are risk averse.

Principal Risks of Investing in the Accounts

          You can lose money by investing in any of the Accounts, or the Accounts could underperform other investments. In particular, an investment in an Account is typically subject to the principal investment risks described below:

          Equity investments held by the Accounts are subject to the following risks, among others:

• Market Risk—The risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that an Account holds may decline over short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. Equity markets tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. Foreign equity markets tend to reflect local economic and financial conditions and, therefore, trends often vary from country to country and region to region.

• Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

• Foreign Investment Risk—The risk of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These include: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets; (5) more limited foreign financial information or difficulties interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and higher volatility in some foreign markets; (7) the impact of political, social or diplomatic events; (8) the difficulty of evaluating some foreign economic trends; and (9) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country. Brokerage commissions and transaction costs are often higher for foreign investments, and it may be harder to use foreign laws and courts to enforce financial or legal obligations.

          The risks described above often increase in countries with emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their securities markets may be very small, share

32 Prospectus § College Retirement Equities Fund

prices may be volatile and difficult to determine. In addition, foreign investors such as the Accounts are subject to a variety of special restrictions in many such countries.

          The Equity Accounts may also invest a portion of their investments in securities of small and/or mid-sized issuers, which are typically subject to the following risks:

	•	Small-Cap/Mid-Cap Risk—The risk that securities of small and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities. In addition, such companies may be subject to certain business risks due to their smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management. These risks may be heightened when dealing with foreign small and mid-sized issuers.
	The Growth Account is subject to:
	•	Style Risk—Since the Growth Account uses a growth investment style, this style may entail the risk that equity securities representing a growth investing style may be out of favor in the marketplace for various periods of time. When this occurs, investors, such as the Growth Account, holding such securities may experience significant declines in the value of their portfolios. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For example, the price of a growth stock may experience a larger decline on a forecast of lower earnings, or a negative event or market development, than would a value stock. Because the value of growth companies is a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.
	The Equity Index Account is subject to:
	•	Index Risk—The risk that the Equity Index Account’s performance will not correspond to its benchmark index for any period of time. Although the Equity Index Account attempts to use as a baseline the investment performance of its respective index, the Equity Index Account may not duplicate the exact composition of its index. In addition, unlike a mutual fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of the Equity Index Account to match the performance of its index is adversely affected by the costs of buying and selling investments as well as other expenses. Therefore, the Equity Index Account cannot guarantee that its performance will match its index for any period of time.
For any of its fixed-income investments, an Account could be subject to the following risks, among others:
	•	Income Volatility Risk—Income volatility refers to the degree and speed with which changes in prevailing market interest rates diminish the level of current income from a portfolio of fixed-income securities. The risk of income

College Retirement Equities Fund § Prospectus 33

• volatility is the risk that the level of current income from a portfolio of fixed-income securities declines in certain interest rate environments.

• Credit Risk (a type of Company Risk)— The risk that a decline in a company’s financial position may prevent it from making principal and interest payments on fixed-income securities when due. Credit risk relates to the ability of an issuer of a fixed-income security to pay principal and interest on the security on a timely basis and is the risk that the issuer could default on its obligations, thereby causing an Account to lose its investment in the security. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.

• Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income security. If a fixed-income security is called early, an Account may not be able to benefit fully from the increase in value that other fixed-income securities experience when interest rates decline. Additionally, an Account would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income securities in which the Account originally invested.

• Interest Rate Risk (a type of Market Risk)—The risk that the value or yield of fixed-income securities may decline if interest rates change. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Depending on the timing of the purchase of a fixed-income security and the price paid for it, changes in prevailing interest rates may increase or decrease the security’s yield.

• Prepayment and Extension Risk—Prepayment risk and extension risk are normally present in adjustable-rate mortgage loans, mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (prepayment risk) or lengthen (extension risk). If interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment generally increases. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment generally decreases. In either case, a change in the prepayment rate and the resulting change in duration of fixed-income securities held by an Account can result in losses to investors in the Account.

          The Fixed-Income Accounts may also invest a portion of their investments in foreign securities, which are subject to the risks described above.

34 Prospectus § College Retirement Equities Fund

          Additional risks associated with particular Accounts are discussed in the following summaries of each Account’s investment objective and principal investment strategies.

          No one can assure that an Account will achieve its investment objective and investors should not consider any one Account to be a complete investment program. As with all investments, there is a risk that an investor could lose money by investing in an Account.

PAST PERFORMANCE

          The bar charts and performance tables below help illustrate some of the risks of investing in the Accounts, and how investment performance during the accumulation period varies. The bar charts show investment performance during the accumulation period in the form of annual total returns of each Account for the past 10 calendar years. Below each chart, the best and worst returns for a calendar quarter during this period are noted. The performance tables following the bar charts show each Account’s average annual total returns over the one-year, five-year and ten-year periods ended December 31, 2007, and how those returns compare to those of broad-based securities market indices (and a composite index in some instances). The indices listed below are unmanaged, and you cannot invest directly in an index. Past performance does not guarantee future results.

College Retirement Equities Fund § Prospectus 35

ANNUAL TOTAL RETURNS FOR THE ACCOUNTS (%)

Stock Account	Growth Account
Best quarter: 21.56%, for the quarter ended December 31, 1998. Worst quarter: -17.44%, for the quarter ended September 30, 2002.	Best quarter: 28.72%, for the quarter ended December 31, 1998. Worst quarter: -22.63%, for the quarter ended March 31, 2001.
Global Equities Account	Equity Index Account
Best quarter: 25.91%, for the quarter ended December 31, 1999. Worst quarter: -18.49%, for the quarter ended September 30, 2002.	Best quarter: 21.38%, for the quarter ended December 31, 1998. Worst quarter: -17.24%, for the quarter ended September 30, 2002.

36 Prospectus§  College Retirement Equities Fund

ANNUAL TOTAL RETURNS FOR THE ACCOUNTS (%) (concluded)

Bond Market Account	Social Choice Account
Best quarter: 4.84%, for the quarter ended September 30, 2001. Worst quarter: -2.44%, for the quarter ended June 30, 2004.	Best quarter: 12.81%, for the quarter ended December 31, 1998. Worst quarter: -8.20%, for the quarter ended September 30, 2002.
Inflation-Linked Bond Account	Money Market Account
Best quarter: 7.94%, for the quarter ended September 30, 2002. Worst quarter: -3.19%, for the quarter ended June 30, 2004.	Best quarter: 1.65%, for the quarter ended September 30, 2000. Worst quarter: 0.14%, for the quarter ended June 30, 2004.

College Retirement Equities Fund  §   Prospectus 37

AVERAGE ANNUAL TOTAL RETURNS FOR THE ACCOUNTS
AS OF 12/31/2007

	One Year (January 1, 2007 to December 31, 2007)			Five Years (January 1, 2003 to December 31, 2007)			Ten Years (January 1, 1998 December 31, 2007)
Stock Account
Inception Date: August 1, 1952
Average Annual Total Return		7.99	%		15.20	%		6.60	%
CREF Stock Account Composite Index*		7.27	%		15.51	%		6.92	%
Benchmark components
(percentage of composite index)
Russell 3000® Index (75.3%)		5.14	%		13.62	%		6.21	%
MSCI EAFE® + Canada Index (22.6%)		12.44	%		22.10	%		9.02	%
MSCI EAFE® Emerging Markets IndexSM (2.1%)		39.39	%		37.02	%		N/A
Global Equities Account
Inception Date: May 1, 1992
Average Annual Total Return		10.07	%		16.84	%		6.37	%
MSCI World IndexSM		9.04	%		16.95	%		6.98	%
Growth Account
Inception Date: April 29, 1994
Average Annual Total Return		16.73	%		11.99	%		2.89	%
Russell 1000® Growth Index		11.81	%		12.10	%		3.83	%
Equity Index Account
Inception Date: April 29, 1994
Average Annual Total Return		4.70	%		13.13	%		5.90	%
Russell 3000® Index		5.14	%		13.62	%		6.21	%
Bond Market Account
Inception Date: March 1, 1990
Average Annual Total Return		5.97	%		4.16	%		5.74	%
Lehman Brothers U.S. Aggregate Index		6.97	%		4.42	%		5.97	%

* The CREF Stock Account’s benchmark is a composite index that is a weighted average of three unmanaged benchmarks: (i) the Russell 3000^® Index, (ii) the MSCI EAFE^® + Canada Index and (iii) the MSCI Emerging Markets Index^SM. The MSCI EAFE^® + Canada Small Cap Index was subsequently added as a fourth component benchmark in February 2008. The weights in the composite index change daily to reflect the relative sizes of the domestic, developed foreign market, emerging market and foreign small-cap segments of the Stock Account and to maintain its consistency with the Account’s investment strategies. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

38 Prospectus§  College Retirement Equities Fund

AVERAGE ANNUAL TOTAL RETURNS FOR THE ACCOUNTS	(concluded)
AS OF 12/31/2007

	One Year (January 1, 2007 to December 31, 2007)			Five Years (January 1, 2003 to December 31, 2007)			Ten Years (January 1, 1998 December 31, 2007)
Inflation-Linked Bond Account
Inception Date: May 1, 1997
Average Annual Total Return		11.04	%		5.76	%		7.03	%
Lehman Brothers U.S. TIPS (Treasury Inflation-Protected Securities) Index		11.64	%		6.27	%		7.46	%
Social Choice Account
Inception Date: March 1, 1990
Average Annual Total Return		4.81	%		9.57	%		6.06	%
CREF Social Choice Account Composite Index*		6.26	%		10.12	%		6.62	%
Benchmark Components
(percentage of composite index)
Russell 3000® Index (60%)		5.14	%		13.62	%		6.21	%
Lehman Brothers U.S. Aggregate Index (40%)		6.97	%		4.42	%		5.97	%
Money Market Account
Inception Date: April 1, 1988
Average Annual Total Return		4.90	%		2.84	%		3.64	%
iMoneyNet Money Fund Report AveragesTM—All Taxable		4.69	%		2.65	%		3.36	%

* The CREF Social Choice Account’s benchmark is a composite index that is a weighted average of two unmanaged benchmarks: (i) the Russell 3000^® Index and (ii) the Lehman Brothers U.S. Aggregate Index. The MSCI EAFE^® + Canada Index was subsequently added as a third component benchmark in February 2008. The weights in the composite index reflect the relative sizes of the domestic, developed foreign market and domestic investment-grade bond segments of the Social Choice Account. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

          After-tax returns have not been shown, since they are not relevant to investors in the Accounts who hold their accumulation units through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or IRAs.

          The benchmark indices reflect no deductions for fees, expenses or taxes.

          For the Money Market Account’s most current 7-day yield, please call 800 842-2776.

College Retirement Equities Fund  §  Prospectus 39

ADDITIONAL INVESTMENT TOOLS AND RISKS

          At times, the Accounts may use certain investment tools to enhance returns or hedge risk. This section summarizes these tools and their risks. For more information on the tools described and their risks, please see the SAI.

FOREIGN INVESTMENTS

          TCIM has extensive experience managing foreign investments, including those not registered or traded in the United States. An Account’s foreign portfolio may be divided into segments—some designed to track foreign markets as a whole, and others with stocks selected individually for their investment potential. TCIM invests in a wide range of foreign securities in an effort to reduce the risks and increase the opportunity for returns for the Accounts. The percentages of foreign assets in each Account change daily as a result of new transactions, market value fluctuations and changes in foreign currency exchange rates.

          Investing in foreign securities, especially those not issued by foreign governments, involves special risks. These include:

• Changes in currency exchange rates;

• Possible market controls or currency exchange controls;

• Possible withholding of taxes on dividends and interest;

• Possible seizure, expropriation, or nationalization of assets;

• More limited foreign financial information or difficulty in interpretation due to foreign regulations and accounting standards;

• Lower liquidity and higher volatility in some foreign markets;

• The impact of political, social, or diplomatic events;

• The difficulty of evaluating some foreign economic trends;

• The possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country; and

• Difficulty in using foreign legal systems to enforce financial or legal obligations.

          Also, brokerage commissions and transaction costs are often higher for foreign investments.

          The Accounts may also invest in countries with emerging markets. The risks just listed often increase in emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their securities markets may be very small, prices may be volatile. In addition, foreign investors are subject to a variety of special restrictions in many emerging market countries.

          The Accounts (other than the Money Market Account) may use currency transactions to help protect against future exchange rate uncertainties and to take advantage of differences in exchange rates. Changes in exchange rates and exchange control regulations may increase or reduce the value of a security. Currency transactions involve special risks and may limit potential

40 Prospectus § College Retirement Equities Fund

gains due to increases in a currency’s value. The Accounts do not intend to speculate in foreign currency exchange transactions or forward currency contracts.

          Accounts with foreign investments may also be subject to market timing risk due to “stale price arbitrage,” in which an investor takes advantage of the perceived difference in price from a foreign market closing price. If not mitigated through effective policies, market timing can interfere with efficient portfolio management and cause dilution. The Accounts have in place policies and procedures that are designed to reduce the risk of market timing.

          Even considering the risks, foreign investing offers the chance to improve an Account’s diversification and long-term performance. Foreign investments let the Accounts take part in the growth of other countries’ economies and financial markets, which sometimes offer better prospects than in the U.S. Moreover, periods of rising or falling values often come at different times in foreign markets than in U.S. markets, and price trends can move in different directions. When this happens, foreign investments may reduce an Account’s volatility, compared with that of the U.S. market as a whole, and may enhance long-term returns.

          The establishment of the 15-country European Economic and Monetary Union, a subset of the European Union countries, with its own central bank and currency, as well as a single interest rate structure, represents a new economic entity: the euro-area. While authority for monetary policy thus shifts from national hands to an independent supranational body, sovereignty elsewhere remains largely at the national level. Uncertainties with regard to balancing of monetary policy against national fiscal and other political issues and their extensive ramifications represent important risk considerations for investors in these countries.

OPTIONS, FUTURES AND OTHER DERIVATIVES

          The Accounts (except for the Money Market Account) can buy and sell options, futures and other derivatives. TCIM intends to use these securities for cash management purposes or as hedging techniques, although the Accounts are not obligated to hedge any investments. Generally, investing in these instruments draws upon special skills and experience that may be different from skills needed to choose other types of securities for the Accounts. Special risks of these instruments include the possibility that the prices of certain derivatives may not correlate perfectly with the prices of the securities, currencies or interest rates being hedged. In addition, a liquid secondary market for over-the-counter options may not be available at a particular time.

ILLIQUID SECURITIES

          Each Account may invest up to 10% of its assets, measured at the time of investment, in investments that may not be readily marketable, making it difficult to sell the securities quickly at fair market value.

College Retirement Equities Fund § Prospectus 41

FIRM COMMITMENT AGREEMENTS AND “WHEN ISSUED” SECURITIES

          The Accounts can enter “firm commitment” agreements to buy securities at a fixed price or yield on a specified date. The Accounts would do this if TCIM expects a decline in interest rates, believing it may be better to commit now with a later issue or delivery date. The Accounts may also purchase securities on a “when issued” basis, with the exact terms set at the time of the transaction.

SECURITIES LENDING

          The Accounts can seek extra income by lending securities to brokers, dealers and other financial institutions, subject to certain restrictions. If the Accounts lend a security, the Accounts can call in the loan at any time. Although all loans are fully collateralized, if a borrower defaults, an Account could lose money.

BORROWING

          As a temporary measure for extraordinary or emergency purposes, the Stock, Global Equities, Bond Market, Social Choice and Money Market Accounts can borrow money from banks, not exceeding 10% of the value of any of the Accounts’ total assets taken at market value at the time of borrowing. These Accounts can also borrow up to 5% of their assets’ value to buy securities. Each Account can pledge or otherwise encumber up to 10% of its total assets taken at market value at the time of borrowing as collateral.

          The Growth, Equity Index and Inflation-Linked Bond Accounts can also borrow money from banks, not exceeding 33¹/₃% of each of the Accounts’ total assets taken at market value at the time of borrowing. These Accounts can borrow from other sources temporarily, but in an amount that is no more than 5% of the Accounts’ total assets taken at market value at the time of borrowing.

          If an Account borrows money, it could leverage its portfolio by keeping securities that it might otherwise have sold had it not borrowed money. The risks of leverage include a greater possibility that an Account’s accumulation unit value may change during market fluctuations.

INVESTMENT COMPANIES

          Each Account may invest up to 10% of the value of its assets in other investment companies, including mutual funds. When an Account invests in another investment company, like an ETF, it bears a proportionate share of expenses charged by the investment company in which it invests.

REPURCHASE AGREEMENTS

          The Accounts can use repurchase agreements to help manage cash balances.

42 Prospectus § College Retirement Equities Fund

PORTFOLIO HOLDINGS

          A description of the Accounts’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Accounts’ SAI.

PORTFOLIO TURNOVER

          An Account that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate generally will result in greater brokerage commission expenses borne by an Account and, ultimately, by participants. None of the Accounts is subject to a specific limitation on portfolio turnover, and securities of each Account may be sold at any time such sale is deemed advisable for investment or operational reasons. In general, the actively-managed Accounts will have higher portfolio turnover rates than the index Account. Also, certain trading strategies utilized by the fixed-income Accounts may increase portfolio turnover. The portfolio turnover rates of the Accounts during recent fiscal periods are included under “Condensed Financial Information.”

MORE ABOUT BENCHMARKS AND OTHER INDICES

          The benchmarks and indices described below are unmanaged, and you cannot invest directly in an index.

          Use of the following indices by an Account is not a fundamental policy of the Account, so CREF can substitute other indices without participant approval. CREF will notify Account participants when such a change is made.

          Russell 3000^® Index*

          This is the benchmark index for the Equity Index Account and a component of the benchmark for the Stock Account and the Social Choice Account. The Russell 3000^® Index represents the 3,000 largest publicly traded U.S. companies, based on market capitalization. Russell 3000 companies represent about 98 percent of the total market capitalization of the publicly-traded U.S. equity market. As of December 31, 2007, the market capitalization of companies in the Russell 3000^® Index ranged from $27 million to $527.8 billion, with a mean market capitalization of $89.9 billion and a median market capitalization of $1.1 billion. The Russell Investment Group determines the composition of the index based only on market capitalization and can change its composition at any time.

* The Russell 3000^® Index and Russell 1000^® Growth Index are trademarks/service marks of the Russell Investment Group (“RIG”). The use of the Russell Indices is in no way suggesting or implying an opinion by RIG as to the attractiveness of the investment in any or all of the securities upon which the indices are based.

College Retirement Equities Fund § Prospectus 43

MSCI EAFE^®+ Canada Index

          This is a component of the benchmark index for the Stock Account and the Social Choice Account. MSCI EAFE^® + Canada Index tracks the performance of the leading stocks in 21 MSCI developed countries outside of North America—in Europe, Australasia and the Far East, as well as in Canada. The MSCI EAFE^® + Canada Index constructs indices country by country, and then assembles the country indices into regional indices. To construct an MSCI country index, the MSCI EAFE^® + Canada Index analyzes each stock in that country’s market based on its price, trading volume and significant owners. The stocks are sorted by industry group, and the most “investable” stocks (as determined by size and trading volume) are selected until approximately 85% of the free float adjusted market capitalization of each industry is reached. MSCI country indices capture approximately 85% of each country’s free float adjusted market capitalization while maintaining the overall industry exposure of the market. When combined as the MSCI EAFE^® + Canada Index, the regional index captures approximately 85% of the free float adjusted market capitalization of 22 developed countries around the world.

          The MSCI EAFE^® + Canada Index is primarily a large-capitalization index, with approximately 65% of its stocks falling in this category. MSCI Barra determines the composition of the index based on a combination of factors including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

          MSCI Emerging Markets Index^SM

          This is a component of the benchmark index for the Stock Account. The MSCI Emerging Markets Index^SM is a free float–adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. As of June 2007, the MSCI Emerging Markets Index consisted of the following 25 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey.

          MSCI EAFE^®+ Canada Small Cap Index

          This is a component of the benchmark index for the Stock Account. The MSCI EAFE^® + Canada Small Cap Index is designed to track small-cap equity performance in 22 developed countries outside of the United States. This index aims to capture companies with a market capitalization generally below that of the companies in the standard MSCI EAFE^® + Canada Index. As of December 31, 2007, median capitalization of issuers in the index was $360 million, and 95% of the issuers had capitalizations below $1.4 billion.

         MSCI World Index^SM

          This is the benchmark index for the Global Equities Account. The MSCI World Index^SM is designed to measure global developed market equity performance. As of June 2007 the MSCI World Index consisted of the following 23 developed

44 Prospectus § College Retirement Equities Fund

market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.

         Russell 1000^® Growth Index

          This is the benchmark index for the Growth Account. The Russell 1000^® Growth Index is a subset of the Russell 1000^® Index, which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Growth Index represents those Russell 1000^® Index securities with higher relative forecasted growth rates and price/book ratios. The Russell 1000^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and higher growth rates, including sectors such as technology, health care and telecommunications. As of December 31, 2007, the market capitalization of companies in the Russell 1000^® Growth Index ranged from $0.6 billion to $527.8 billion, with a mean market capitalization of $79.7 billion and a median market capitalization of $5.9 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and forecasted long-term growth rate, and can change its composition at any time.

          Lehman Brothers U.S. Aggregate Index

          This is the benchmark index for the Bond Market Account and a component of the benchmark index for the Social Choice Account. The Lehman Brothers U.S. Aggregate Index covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities and asset-backed securities and commercial mortgage-backed securities. This index contains approximately 9,193 issues. The Lehman Brothers U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis. To be selected for inclusion in the Lehman Brothers U.S. Aggregate Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million.

          Lehman Brothers US TIPS (Treasury Inflation-Protected Securities) Index

          This is the benchmark index for the Inflation-Linked Bond Account. The Lehman Brothers US TIPS Index consists of inflation-protected securities issued by the U.S. Treasury. The Index measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the CPI-U. To be selected for inclusion in the Lehman Brothers US TIPS Index, the securities must have a minimum maturity of one year and a minimum amount outstanding of $250 million.

College Retirement Equities Fund § Prospectus 45

INVESTMENT MANAGEMENT

          A Board of Trustees (“Board”) governs CREF. The Board oversees CREF’s administration and investments, reviews service contracts and evaluates each Account’s performance. TCIM, a nonprofit subsidiary of TIAA, manages the assets in each Account and is registered with the SEC under the Investment Advisers Act of 1940. TCIM conducts research, recommends investments and places buy and sell orders for the Accounts. TCIM shares investment personnel with other affiliates of TIAA. It also arranges for the provision by State Street Bank and Trust Company of portfolio accounting, custodial and related services for each Account. All services are provided by TCIM at cost.

          A discussion regarding the basis for the Board’s most recently publicized approval of the investment management agreement between CREF and TCIM is available in CREF’s Semi-Annual Report to participants for the six-month period ended June 30. For a free copy, please call 877 518-9161, visit CREF’s website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov.

PORTFOLIO MANAGEMENT TEAMS

          Each Account is managed by a team of managers, whose members are jointly responsible for the day-to-day management of the Account, with expertise in the area(s) applicable to the Account’s investments. The following is a list of members of the management teams primarily responsible for overseeing each Account’s investments, along with their relevant experience. The members of each team may change from time to time.

Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
			At TIAA	Total	On Team
STOCK ACCOUNT
Hans L. Erickson, CFA Managing Director	Quantitative Portfolio Management	TCIM, TIAA and its affiliates — 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	1996
Michael Holbert Managing Director	Stock Selection – International	TCIM, TIAA and its affiliates — 2002 to Present (Head of International Equity Research)	2002	1997	2008
Saira Malik Managing Director	Stock Selection – Domestic	TCIM, TIAA and its affiliates — 2003 to Present (Head of Domestic Equity Research)	2003	1996	2008
William Riegel, CFA Managing Director	Stock Selection – Lead Portfolio Manager	TCIM, TIAA and its affiliates — 1999 to Present (Head of Global Equity Investments)	1999	1979	1999

46 Prospectus  §  College Retirement Equities Fund

Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
			At TIAA	Total	On Team
GLOBAL EQUITIES ACCOUNT
Thomas M. Franks, CFA Managing Director	Stock Selection – Lead Portfolio Manager	TCIM, TIAA and its affiliates — 2001 to Present (Head of Global Equity Research)	2001	1997	2007
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection	TCIM, TIAA and its affiliates — 2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates — 2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2005
Alexander Lee Muromcew Managing Director	Stock Selection	TCIM, TIAA and its affiliates — 2004 to Present, Loomis, Sayles & Co., LP — 1999 to 2004 (portfolio management of international portfolios)	2004	1990	2006
John N. Tribolet Managing Director	Stock Selection	TCIM, TIAA and its affiliates — 2005 to Present, Loomis, Sayles & Co., LP — 1999 to 2005 (portfolio management of international portfolios )	2005	1992	2006
GROWTH ACCOUNT
Susan Hirsch Managing Director	Stock Selection – Lead Portfolio Manager	TCIM, TIAA and its affiliates — 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates — 2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2005
Andrea Mitroff Managing Director	Stock Selection	TCIM, TIAA and its affiliates — 2006 to Present (portfolio management of domestic large-cap growth portfolios), Merrill Lynch Investment Managers – 1999 to 2006 (portfolio management of domestic large-cap core and global multi-cap growth portfolios)	2006	1988	2007

College Retirement Equities Fund  §  Prospectus 47

Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
			At TIAA	Total	On Team
EQUITY INDEX ACCOUNT
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	TCIM, TIAA and its affiliates — 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management — 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	TCIM, TIAA and its affiliates — 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services — 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
BOND MARKET ACCOUNT
John M. Cerra Managing Director	Fixed-Income Security Selection — Lead Portfolio Manager	TCIM, TIAA and its affiliates — 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading — Corporate Bonds	TCIM, TIAA and its affiliates — 1997 to Present (fixed-income credit research and portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection/ Trading — Treasuries, Agencies and Corporate Bonds	TCIM, TIAA and its affiliates — 2004 to Present (fixed-income credit research and portfolio management), Nationwide Mutual Insurance Company — 2003 to 2004 ) (fixed-income credit research and portfolio management) and Protective Life Corporation — 1999 to 2002 (fixed-income credit research and portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection Trading — RMBS, CMBS & ABS	TCIM, TIAA and its affiliates — 1991 to Present (fixed-income credit research and portfolio management)	1991	1991	2004

48 Prospectus   §  College Retirement Equities Fund

Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
			At TIAA	Total	On Team
INFLATION-LINKED BOND ACCOUNT
Steven I. Traum Managing Director	Fixed-Income Security Selection — Trader/Research	TCIM, TIAA and its affiliates — 1983 to Present (fixed-income portfolio management)	1983	1980	2004
SOCIAL CHOICE ACCOUNT
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	TCIM, TIAA and its affiliates — 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management — 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Stephen Liberatore, CFA Managing Director	Fixed-Income Lead Portfolio Manager	TCIM, TIAA and its affiliates — 2004 to Present (fixed-income credit research and portfolio management), Nationwide Mutual Insurance Company — 2003 to 2004 ) (fixed-income credit research and portfolio management) and Protective Life Corporation — 1999 to 2002 (fixed-income credit research and portfolio management)	2004	1994	2004
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	TCIM, TIAA and its affiliates — 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services — 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
MONEY MARKET ACCOUNT
Michael F. Ferraro, CFA Director	Fixed-Income Security Selection — Trader/Research	TCIM, TIAA and its affiliates — 1998 to Present (fixed-income credit research and portfolio management)	1998	1974	1998

College Retirement Equities Fund  §  Prospectus 49

          The Accounts’ SAI provides additional disclosure about the compensation structure of each of the Account’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Accounts they manage.

ADDING, CLOSING OR SUBSTITUTING ACCOUNTS

          CREF can add or close Accounts, combine Accounts, discontinue Accounts and suspend the acceptance of premiums and/or transfers into an Account. In addition, some employers may substitute one or more Accounts for another Account as investment options under their retirement plans. Depending on the terms of an employer’s retirement plan or your contract, CREF can also restrict whether and how we offer an Account. If an Account is closed or we stop accepting premiums into that Account, we will notify participants and request that they allocate premiums and/or transfer accumulations to another Account. If you’re notified of such a change and do not respond, we will place any premiums, accumulations or annuity income affected by the change in the Money Market Account. Unless required by law, CREF will not close, substitute for or stop accepting premiums and transfers to the Stock and Money Market Accounts. (However, please see the terms of your employer’s plan for availability of these and other Accounts.)

THE ANNUITY CONTRACTS

          CREF offers contracts for the following types of variable annuities:

          RA (Retirement Annuity) and GRA (Group Retirement Annuity): RA and GRA contracts are used mainly for employee retirement plans.

          Depending on the terms of your employer’s plan, RA premiums can be paid by your employer, you or both. GRA premiums can only be paid by your employer. If you are paying some or all of the periodic premium, your contributions can be in either pre-tax dollars by salary reduction, or after-tax dollars by payroll deduction. Your employer may offer you the option of making contributions in the form of after-tax Roth IRA–style contributions, though you won’t be able to take tax deductions for these contributions. You can also transfer accumulations from another investment choice under your employer’s plan to your RA contract.

          Your GRA premiums can be from pre-tax or after-tax contributions. As with RAs, you can transfer accumulations from another investment choice under your employer’s plan to your GRA contract.

          SRA (Supplemental Retirement Annuity) and GSRA (Group Supplemental Retirement Annuity): These are for voluntary tax-deferred annuity (TDA) plans. SRA contracts are issued directly to you; GSRA contracts are issued through an agreement between your employer and CREF. Generally, your employer pays premiums in pre-tax dollars through salary reduction. Your employer may offer you the option of making contributions in the form of after-tax Roth IRA–style contributions, though you won’t be able to take tax deductions for these

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contributions. Although you cannot pay premiums directly, you can transfer amounts from other TDA plans.

          Retirement Choice/Retirement Choice Plus Annuities: These are very similar in operation to the GRAs and GSRAs, respectively, except that, unlike GRAs, they are issued directly to your employer or your plan’s trustee. Among other rights, the employer retains the right to transfer accumulations under these contracts to alternate funding vehicles.

          GA (Group Annuity) and Institutionally Owned GSRA: These are used exclusively for employer retirement plans and are issued directly to your employer or your plan’s trustee. Your employer pays premiums directly to CREF. Your employer or the plan’s trustee may control the allocation of contributions and transfers to and from these contracts. If a GA or Institutionally Owned GSRA contract is issued pursuant to your plan, the rules relating to transferring and withdrawing your money, receiving any annuity income or death benefits, and the timing of payments are determined by your plan. Ask your employer or plan administrator for more information.

          Classic and Roth IRAs: You and your spouse can each open a Classic IRA with an annual contribution of up to $5,000 each or by rolling over funds from another IRA or an eligible retirement plan, if you meet CREF’s eligibility requirements. If you are age 50 or older, you may contribute up to $6,000. The combined limit for your contribution to a Classic IRA and a Roth IRA for a single year is $5,000, or $6,000 if you are age 50 or older, excluding rollovers. (The dollar limits listed are for 2008; different dollar limits may apply in future years.)

          You or your spouse can each open a Roth IRA with an annual contribution of up to $5,000 or with a rollover from another IRA or a Classic IRA issued by CREF, if you meet CREF’s eligibility requirements. If you are age 50 or older, you may contribute up to $6,000. The combined limit for your contributions to a Classic IRA and a Roth IRA for a single year is $5,000, or $6,000 if you are age 50 or older, excluding rollovers. (The dollar limits listed are for 2008; different dollar limits may apply in future years.)

          Both Classic and Roth IRAs are issued directly to you. Joint accounts are not permissible.

          Classic and Roth IRAs may together be referred to as “IRAs” in this Prospectus.

          Your employer may offer SEP IRAs (Simplified Employee Pension Plans), which are subject to different rules.

          Keogh Contracts: CREF also offers contracts under Keogh plans. A self-employed individual who owns an unincorporated business can use CREF’s Keogh contracts for a Keogh plan, and cover common law employees, subject to CREF’s eligibility requirements.

          ATRA (After-Tax Retirement Annuity): The after-tax retirement annuities (ATRA) are individual non-qualified deferred annuity contracts, issued to participants who are eligible and would like to remit personal premiums under the contractual provisions of their RA contract. To be eligible, you must have an active and premium-paying or paid up RA contract. Note that the tax rules governing

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these non-qualified contracts differ significantly from the treatment of qualified contracts. See “Taxes” below for more information.

          Eligibility for IRAs and Keogh Contracts: Each of you and your spouse can open a Classic or Roth IRA or use CREF’s Keogh contracts if you are a current or retired employee or a trustee of an Eligible Institution, or if you own a TIAA or CREF annuity contract or a TIAA individual insurance contract. To be considered a retired employee for this purpose, an individual must be at least 55 years old and have completed at least 3 years of service at an Eligible Institution. In the case of partnerships, at least half the partners must be eligible individuals and the partnership itself must be primarily engaged in education or research.

          State Regulatory Approval: State regulatory approval may be pending for certain of these contracts and they may not currently be available in your state.

YOUR CREF CONTRACT AND ACCOUNT

STARTING OUT

          Generally, we will issue a CREF contract when we receive a completed application or enrollment form in good order.  “Good order” means actual receipt of the order along with all information and supporting legal documentation necessary to effect the transaction. This information and documentation generally includes your complete application and any other information or supporting documentation we may require. With respect to purchase requests, “good order” also generally includes receipt of sufficient funds by us to effect the purchase. We may, in our sole discretion, determine whether any particular transaction request is in good order and reserve the right to change or waive any good order requirement at any time either in general or with respect to a particular plan, contract or transaction.

          With respect to individual contracts (for example, RA or SRA contracts), we will generally credit your initial premium within two business days after we receive a completed application in good order and the premium itself. If your application is incomplete and we do not receive the necessary information and signed application in good order within five business days of our receipt of the initial premium, we will return the initial premium at that time. Where we receive a completed application and your premium before we receive specific allocation instructions from you (or if your allocation instructions violate employer plan restrictions or do not total 100%), we will invest all premiums remitted on your behalf in the default option that your employer has designated. When we receive complete allocation instructions from you, we’ll follow your instructions for future premiums. For most employer plans, if you want the premiums allocated to the default option (and any earnings or losses on them) to be transferred to the options identified in your instructions, you must specifically request that we transfer these amounts from the default option to your investment option choices. However, for some employer plans, we’ll automatically transfer the premiums allocated to the default option (and any earning or losses on them) to the options identified in your instructions, crediting them as of the end of the business day we received your instructions.

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          With respect to group contracts (for example, GRA or GSRA contracts), if we receive premiums from your employer before we receive specific allocation instructions from you (or if your allocation instructions violate employer plan restrictions or do not total 100%), we will invest all premiums remitted on your behalf in the default option that your employer has designated. When we receive complete allocation instructions from you, we’ll follow your instructions for future premiums. For most employer plans, if you want the premiums allocated to the default option (and any earnings or losses on them) to be transferred to the options identified in your instructions, you must specifically request that we transfer these amounts from the default option to your investment option choices. However, for some employer plans, we’ll automatically transfer the premiums allocated to the default option (and any earning or losses on them) to the options identified in your instructions, crediting them as of the end of the business day we received your instructions.

          For both individual and group contracts, we consider your employer’s designation of a default option to be an instruction to us to allocate your premiums to that option as described above. You should consult your plan documents or sales representative to find out what is your employer’s designated default option and to obtain information about that option. Please see also “Information About Transactions in Your Account” below.

          CREF generally does not currently restrict the amount or frequency of premiums to your contract, although it reserves the right to impose restrictions. Your employer’s retirement plan may limit your premium amounts. There may also be restrictions on remitting premiums to an IRA. In addition, the Internal Revenue Code limits the total annual premiums to plans qualified for favorable tax treatment. If you want to directly contribute personal premiums under the contractual provisions of your RA contract, you will be issued an ATRA contract. Premiums and any earnings on the ATRA contract will not be subject to your employer’s retirement plan. The only restrictions relating to these premiums are in the contract itself. The Inflation-Linked Bond Account is not available for premiums that you pay directly to an ATRA contract.

          In most cases, CREF accepts premiums to a contract during your accumulation period. Once your first premium has been paid, your CREF contract cannot lapse or be forfeited for nonpayment of premiums. CREF can stop accepting premiums to GRA, Retirement Choice/Retirement Choice Plus, GSRA, GA, Keogh and Institutional GSRA contracts at any time.

          Note that we cannot accept money orders or travelers checks. In addition, we will not accept a third-party check where the relationship of the payor to the Account owner cannot be identified from the face of the check.

          We will not be deemed to have received any premiums sent to the addresses designated for remitting premiums until the third-party service that administers the receipt of mail through those addresses has processed the payment on our behalf.

IF YOU NEED TO CANCEL

          You may cancel any RA, SRA, Classic IRA, Roth IRA, ATRA or Keogh contract in accordance with the contract’s Right to Examine provision (unless we have begun making annuity payments from it) subject to the time period regulated by

College Retirement Equities Fund § Prospectus 53

the state in which the contract is issued. To cancel a contract, mail or deliver the contract with a signed Notice of Cancellation (available by contacting CREF) to our home office. We will cancel the contract, then send some or all of the current accumulation or premiums, depending on the state in which your contract was issued, to whoever originally submitted the premiums.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

          To help the U.S. government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.

          What this means for you: When you open an account, we will ask for your name, address, date of birth, Social Security Number and other information that will allow us to identify you, such as your home telephone number and driver’s license or certain other identifying documents. Until you provide us with the information needed, we may not be able to open an account or effect any transactions for you. Furthermore, if we are unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed that potentially criminal activity has been identified, we reserve the right to take such action as deemed appropriate, which may include closing your account.

CHOOSING AN ACCOUNT

          After you receive your contract, you can allocate your premiums among the Accounts unless your employer’s plan blocks some Accounts. With RAs, GRAs, GSRAs or Keoghs, your employer cannot block the Stock or Money Market Accounts. Allocations you make to an ATRA, SRA or IRA are not subject to your employer’s plan. You can change your allocation for future premiums by:

• writing to our home office at 730 Third Avenue, New York, New York 10017-3206;

• using the TIAA-CREF Web Center’s Account access feature at www.tiaacref.org; or

• calling our Automated Telephone Service (24 hours a day) at 800 842-2252.

DETERMINING THE VALUE OF YOUR CONTRACT — ACCUMULATION UNITS

          To determine the amount of money in your account, we use a measure called an accumulation unit. The accumulation unit value for each Account depends on the Account’s investment performance and its expenses. We calculate accumulation unit values at the end of each valuation day. The number of accumulation units you own equals your accumulation in an Account divided by the accumulation unit value for that Account.

54 Prospectus § College Retirement Equities Fund

HOW WE VALUE ASSETS

          We calculate the value of the assets in each Account as of the close of every valuation day. We typically use market quotations or values obtained from independent pricing services to value securities and other instruments held by the Accounts. If market quotations or values from independent pricing services are not readily available or are not considered reliable, we will value the securities using “fair value,” as determined in good faith using procedures approved by the Board. We may also use “fair value” in certain other circumstances. For example, we might use a domestic security’s fair value when the exchange on which the security is principally traded closes early or when trading in the security is halted and does not resume before the time as of which an Account’s accumulation unit value is calculated. The use of fair value pricing can involve reliance on quantitative models or individual judgment, and may result in changes to the prices of portfolio securities, which could have an effect on an Account’s accumulation unit value.

          Fair value pricing most commonly occurs with securities that are primarily traded outside of the United States. Fair value pricing may occur, for instance, when there are significant market movements in the United States after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the United States when their markets open the next day. In these cases, we may fair value certain foreign securities when it is believed the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. This may decrease the ability of market timers to engage in “stale price arbitrage,” which takes advantage of the perceived difference in price from a foreign market closing price. While using a fair value price for foreign securities decreases the ability of market timers to make money by exchanging into or out of an affected Account to the detriment of longer-term investors, it may reduce some of the certainty in pricing obtained by using actual market close prices.

          Our fair value pricing procedures provide, among other things, for TCIM to examine whether to fair value foreign securities when there is a significant movement in the value of a U.S. market index between the close of one or more foreign markets and the close of the NYSE. TCIM also examines the prices of individual securities to determine, among other things, whether the price of such securities reflects fair value at the close of the NYSE based on market movements. Additionally, CREF may fair value domestic securities when it is believed the last market quotation is not readily available or such quotation does not represent the fair value of that security.

          Money market instruments (other than those in the Money Market Account) with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          In the Money Market Account, we value short-term money market instruments with a remaining maturity of 60 days or less based on their amortized cost. This valuation method does not take into account unrealized gains or losses on the Account’s portfolio securities. While the amortized cost method provides certainty

College Retirement Equities Fund § Prospectus 55

in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the security’s market value. Money market instruments with a maturity of more than 60 days are valued using market quotations, independent pricing sources or prices derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other. See the SAI for more information

INFORMATION ABOUT TRANSACTIONS IN YOUR ACCOUNT

          This section explains how you may make payments to, or withdraw money from, your contract. This section also explains how you may transfer assets among Accounts or to or from other investment options available in your plan. Generally, each of these transactions will involve purchasing or selling CREF accumulation units.

          Each payment to an Account buys a number of accumulation units. Similarly, any withdrawal from an Account results in the redemption of a number of accumulation units. Transfers within CREF are effected through the redemption of accumulation units in one Account and the purchase of accumulation units in another Account. The price you pay for accumulation units, and the price you receive for accumulation units when you redeem accumulation units, is the value of the accumulation units calculated for the business day on which we receive your purchase, redemption or transfer request in good order (as defined below). This date is called the “effective date.” Therefore, if we receive your purchase, redemption or transfer request in good order before the NYSE closes, that business day will be considered the effective date of your order. If we receive your request in good order after the NYSE closes, the next business day will be considered the effective date of your order.

          Payments and orders to redeem accumulation units may be processed after the effective date. “Processed” means credited to you in the Account in the case of a purchase, or debited to you in the Account in the case of a redemption. In the event there are market fluctuations between the effective date and the processing date and the price of accumulation units on the processing date is higher or lower than your price on the effective date, that difference will be paid or retained by Services, the Accounts’ distributor. This amount, which may be positive or negative, together with similar amounts paid or retained by Services in connection with transactions involving other investment products offered under pension plans administered by TIAA or its affiliates and the amount of interest, if any, paid by Services to participants in connection with certain delayed payments, is apportioned to CREF pursuant to its underwriting and administrative services agreement with Services, under which CREF reimburses Services for the services it has provided to the Accounts.

HOW TO TRANSFER AND WITHDRAW YOUR MONEY

          Generally, CREF allows you to move your money to and from the CREF Accounts in the following manner:

56 Prospectus § College Retirement Equities Fund

• Among the Accounts;

• From the Accounts to the TIAA Real Estate Account, other TIAA separate accounts or the TIAA Traditional Annuity;

• To the Accounts from the TIAA Real Estate Account, other TIAA separate accounts or the TIAA Traditional Annuity (subject to certain restrictions under the terms of those contracts);

• From the Accounts to other companies;

• To the Accounts from other companies/plans;

• By withdrawing cash; or

• By setting up a program of systematic withdrawals and transfers.

These options may be limited by the terms of your employer’s plan, by current tax law or by the terms of your contract, as set forth below. Transfers and cash withdrawals from a Account must be at least $1,000 or your entire accumulation, if less. Transfers from the TIAA Real Estate Account or other TIAA separate accounts to Accounts are limited to once per calendar quarter and cash withdrawals are currently free. CREF can place restrictions on transfers or charge fees for transfers and withdrawals in the future. Transfers and cash withdrawals have an effective date of the business day we receive your request in good order. You can also choose to have transfers and withdrawals take effect at the end of any future business day or the last calendar day of the current or any future month, even if it’s not a business day. For any transfers to TIAA’s Traditional Annuity, the crediting rate will be the rate in effect at the close of business of the first day that you participate in TIAA’s traditional annuity, which is the next business day after the effective date of the transfer.

SYSTEMATIC WITHDRAWALS AND TRANSFERS

          If your employer’s plan allows, you can set up a program to make cash withdrawals or transfers automatically by specifying that we withdraw or transfer from an Account accumulation any fixed number of accumulation units, dollar amount or percentage of accumulation until you tell us to stop or until your accumulation is exhausted. Currently, the program must be set up so that at least $100 is automatically withdrawn or transferred at a time.

TRANSFERS TO AND FROM OTHER TIAA-CREF ACCOUNTS AND FUNDS

          Subject to the conditions below, you can transfer some or all of your accumulation from one Account to another Account, to TIAA’s Traditional Annuity, to the TIAA Real Estate Account, or to another TIAA annuity or to mutual funds that may be offered under the terms of your plan. You can also transfer from the TIAA Traditional Annuity, the TIAA Real Estate Account, another TIAA annuity or mutual funds offered under your employer’s plan to CREF contracts.

          Under RA, GSRA, GRA, Retirement Choice, Retirement Choice Plus and Keogh contracts, your employer’s plan may restrict transfers to any Account, except, for some contracts, the Stock and Money Market Accounts. Under SRA and IRA

College Retirement Equities Fund § Prospectus 57

contracts, you can transfer funds without employer restrictions among the Accounts and to TIAA. If your institution offers a plan funded with GSRA contracts, you can also transfer CREF funds between SRA and GSRA contracts. Amounts held under an ATRA contract cannot be transferred to or from any retirement plan contract. Transfers from the TIAA Real Estate Account to an Account are limited to once every calendar quarter. Transfers to an Account from the TIAA Traditional Annuity under RA, GRA or Retirement Choice contracts can only be effected over a period of time (up to 10 years), and may be subject to other limitations, as specified in your contract.

TRANSFERS FROM OTHER COMPANIES/PLANS

          Subject to your employer’s plan and federal tax law, you can usually transfer or roll over money from another 403(b), 401(a)/403(a) or governmental 457(b) retirement plan to your CREF contract. You may also roll over before-tax amounts in a Classic IRA to 403(b) plans, 401(a)/403(a) plans or eligible governmental 457(b) plans, provided such employer plans agree to accept the rollover. Similarly, you can transfer money to CREF from other 401(a) and 403(a) plans. Amounts transferred to CREF may be subject to the provisions of your original employer’s plan. Similarly, subject to your employer’s plan, you may be able to roll over funds from 401(a), 403(a), and 403(b) and governmental 457(b) plans to a CREF Classic IRA or, subject to applicable income limits, from an IRA containing funds originally contributed to such plans, to either a CREF Classic or Roth IRA. Roth amounts in a 403(b) or 401(a) plan can only be rolled over to another Roth 403(b) or 401(a) account, respectively, or to a Roth IRA, as permitted by applicable law and the terms of the plans. Funds in a private 457(b) plan can be transferred to another private 457(b) plan only. Accumulations in private 457(b) plans may not be rolled over to a qualified plan (e.g., a 401(a) plan), a 403(b) plan, a governmental 457(b) plan or an IRA.

TRANSFERS TO OTHER COMPANIES

          If you have an RA, GRA, GSRA, Retirement Choice, Retirement Choice Plus or Keogh contract, your right to transfer your money to a company other than CREF may depend on your employer’s retirement plan. If your employer participates in our special transfer services program, we can make automatic monthly transfers from your RA or GRA contract to another company. You may also be able to transfer accumulations in SRA, GSRA, IRA or Keogh contracts to another company subject to certain tax restrictions. Roth amounts in a 403(b) or 401(a) plan can only be rolled over to another Roth 403(b) or 401(a) account, respectively, or to a Roth IRA, as permitted by applicable law and the terms of the plans. Under the Retirement Choice and Retirement Choice Plus contracts, your employer could transfer monies from an Account and apply it to another Account or investment option, subject to the terms of your plan, and without your consent.

WITHDRAWALS

          You can withdraw some or all of your RA, GRA, GSRA, Retirement Choice, Retirement Choice Plus or Keogh accumulations subject to your employer’s plan

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and certain tax restrictions. You can also withdraw some or all of your SRA or IRA accumulations subject to certain tax restrictions. You cannot withdraw money from a contract if you have already applied that money to begin receiving lifetime annuity income from that contract. If you have a small account value (under $4,000) when you leave your employer or retire, your employer’s plan may allow you to have CREF cash out some or all of your RA.

          Under current federal tax law, salary reduction money (and the income on that money) cannot be withdrawn under certain retirement plans that are held in your CREF contracts unless you are age 59½,leave your job, become disabled, die or satisfy requirements related to qualified reservist distributions. If the money is in a 403(b) annuity, these restrictions apply to premiums and earnings credited after December 31, 1988. The restrictions apply to all salary reduction amounts under a 401(k) plan and funds transferred to CREF from a 403(b)(7) custodial Account. If your employer’s plan permits, you may also be able to withdraw salary reduction money for certain hardships as defined under the Internal Revenue Code, but in that case you can withdraw only premiums, not earnings.

          Under current federal tax law, withdrawals from 457(b) plans are not permitted earlier than the calendar year in which you reach age 70½, leave your job or are faced with an unforeseeable emergency (as defined by law). In addition, there are generally no early withdrawal tax penalties (i.e., no 10% excise tax on distributions prior to age 59½). If you’re married, you may be required by law or by your employer’s plan to show us advance written consent from your spouse before we make certain transactions on your behalf.

          Special rules and restrictions apply to IRAs.

WITHDRAWALS TO PAY ADVISORY FEES

          You can set up a program to have monies withdrawn directly from your retirement plan (if your employer’s plan allows) or IRA accumulations to pay your financial advisor. You will be required to complete and return certain forms to effect these withdrawals, including how and from which Accounts you want these monies to be withdrawn. Before you set up this program, make sure you understand the possible tax consequences of these withdrawals. See the discussion under “Taxes” below.

HOW TO MAKE TRANSFERS OR WITHDRAWALS

          To request a transfer or withdrawal, you can do one of the following:

• write to CREF’s home office at 730 Third Avenue, New York, New York 10017-3206;

• call us at its Automated Telephone Service at 800 842-2252; or

• for internal transfers, use the TIAA-CREF Web Center’s Account access feature at www.tiaa-cref.org.

          You may be required to complete and return certain forms to effect these transactions. We can suspend or terminate your ability to transact by telephone, fax or over the Internet at any time, for any reason, including to prevent market

College Retirement Equities Fund § Prospectus 59

timing. There may be tax law restrictions on certain transfers. Before you transfer or withdraw cash, make sure you also understand the possible federal and other income tax consequences.

CONFIRMATIONS

          You will receive a confirmation statement each time you remit premiums or make a transfer to or cash withdrawal from an Account or among the Accounts. The statement will show the date and amount of each transaction. However, if you’re using an automatic investment plan, you’ll receive a statement confirming those transactions following the end of each calendar quarter.

          If you have any accumulations in an Account, you will be sent a statement each quarter which sets forth the following information: premiums paid during the quarter, the number and dollar value of accumulation units in the Accounts credited to the participant during the quarter and the balance of units in each Account, cash withdrawals, if any, from each Account during the quarter and any transfer to a funding vehicle other than TIAA or CREF during the quarter.

          You will also receive, at least semi-annually, reports containing the financial statements of the Accounts and a schedule of investments held by the Accounts in which a participant has accumulations.

MARKET TIMING/EXCESSIVE TRADING POLICY

          There are participants who may try to profit from making transactions back and forth among the Accounts, the TIAA Real Estate Account and the mutual funds or other investment options available under the terms of your plan in an effort to “time” the market. As money is shifted in and out of the Accounts, the Accounts may incur transaction costs, including, among other things, expenses for buying and selling securities. These costs are borne by all participants, including long-term investors who do not generate these costs. In addition, market timing can interfere with efficient portfolio management and cause dilution if timers are able to take advantage of pricing inefficiencies. Consequently, the Accounts are not appropriate for such market timing and you should not invest in the Accounts if you want to engage in market timing activity.

          The CREF Board of Trustees has adopted policies and procedures to discourage this market timing activity. Under these policies and procedures, if,

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within a 60-calendar day period, a participant redeems or exchanges any monies out of an Account, subsequently purchases or exchanges any monies back into that same Account and then redeems or exchanges any monies out of that same Account, the participant will not be permitted to make electronic transfers (i.e., transfers over the Internet, by telephone or by fax) back into that same Account through a purchase or exchange for 90 calendar days.

          The Accounts’ market timing policies and procedures will not be applied to the Money Market Account or to certain types of transactions like systematic withdrawals, systematic purchases, automatic rebalancings, certain transactions made within a retirement or employee benefit plan, such as contributions, mandatory distributions, loans and plan sponsor-initiated transactions, and other types of transactions specified by the Accounts’ management. In addition, the market timing policies and procedures will not apply to certain tuition (529) programs, funds of funds, wrap programs, asset allocation programs and other similar programs that are approved by the Accounts’ management. The Accounts’ management may also waive the market timing policies and procedures when it is believed that such waiver is in an Account’s best interests, including but not limited to when it is determined that enforcement of these policies and procedures is not necessary to protect the Account from the effects of short-term trading.

          The Accounts also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to an Account’s efficient portfolio management. The Accounts also may suspend or terminate your ability to transact by telephone, fax or over the Internet for any reason, including the prevention of market timing. A purchase or exchange request could be rejected or electronic trading privileges could be suspended because of the timing or amount of the investment or because of a history of excessive trading by the participant. Because the Accounts have discretion in applying this policy, it is possible that similar transaction activity could be handled differently because of the surrounding circumstances.

          The Accounts’ portfolio securities are fair valued, as necessary (most frequently with respect to international holdings), to help ensure that a portfolio security’s true value is reflected in the Accounts’ price, thereby minimizing any potential stale price arbitrage.

          The Accounts seek to apply their specifically defined market timing policies and procedures uniformly to all Account participants, and not to make exceptions with respect to these policies and procedures (beyond the exceptions noted above). The Accounts make reasonable efforts to apply these policies and procedures to participants who own units through omnibus accounts. These efforts may include requesting transaction data from intermediaries from time to time to verify whether an Account’s policies are being followed and/or to instruct intermediaries to take action against participants who have violated an Account’s market timing policies. The Accounts have the right to modify their market timing policies and procedures at any time without advance notice.

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          Participants seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite the Accounts’ efforts to discourage market timing, there is no guarantee that CREF or its agents will be able to identify such participants or curtail their trading practices.

          If you invest in an Account through an intermediary, including through a retirement or employee benefit plan, you may be subject to additional market timing or excessive trading policies implemented by the intermediary or plan. Please contact your intermediary or plan sponsor for more details.

TIMING OF PAYMENTS TO YOU

          In general, we will make the following types of payments within seven calendar days after we have received all the information we need to process your request:

• cash withdrawals;

• transfers to TIAA or to other companies;

• payments under a fixed-period annuity; and

• death benefits.

          Each of these types of payments is described further above. The seven-day period may be extended in certain circumstances, such as an SEC-recognized emergency. There may also be delays in making payments for other reasons (for example, payments in connection with loans, or if you have requested a transfer to another company and we have not received information we need from that company). If you request that withdrawal proceeds from an Account be transferred to another investment vehicle and there is a delay in the investment of those proceeds, you will not experience the investment performance of that investment vehicle during such a delay.

WHEN YOU ARE READY TO RECEIVE YOUR ANNUITY INCOME

THE ANNUITY PERIOD IN GENERAL

          You can receive an income stream from all or part of an accumulation in any Account. Generally you must be at least age 59½ to begin receiving annuity income other than from a lifetime annuity. Otherwise, you may have to pay a 10% penalty tax on the taxable amount, except under certain circumstances. In addition, you cannot begin receiving income later than permitted under the minimum distribution rules of the Internal Revenue Code. Your employer’s plan may restrict when you can begin income payments. Also, you cannot begin a life annuity after age 90 or a joint life annuity after either you or your annuity partner reaches age 90.

          Your income payments may be paid out from the Accounts through a variety of income options. You can pick a different income option for different portions of your accumulation, but once you’ve started payments you usually cannot change your income option or annuity partner for that payment stream.

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          Usually income payments are monthly. You can choose quarterly, semiannual and annual payments as well. (CREF has the right to not make payments at any interval that would cause the initial payment to be less than $100.) we will send your payments by mail to your home address or, on your request, by mail or electronic funds transfer to your bank.

          Your initial income payments are based on the value of your accumulation on the last valuation day before the annuity starting date. We calculate initial income based on:

• the amount of money you have accumulated in an Account;

• the income option or options you choose; and

• an assumed annual investment return of 4% and, for life annuities, mortality assumptions for you and your annuity partner, if you have one.

          Your payments change after the initial payment primarily based on net investment results and expenses for an Account and the mortality experience for the income change method in that Account.

          There are two income change methods for annuity payments: annual and monthly. Under the annual income change method, payments change each May 1, based on the net investment results of an Account during the prior year (April 1 through March 31). Under the monthly income change method, payments change every month, based on the net investment results during the previous month. The total value of your annuity payments may be more or less than your total premiums.

IMPACT OF MORTALITY EXPERIENCE ON ANNUITY PAYMENTS

          How much you or your beneficiary receive in annuity payments from any Account will depend in part on the mortality experience of the annuity fund (annually revalued or monthly revalued) from which the payments are made. For example, if the people receiving income from an Account’s annually revalued annuity fund live longer, as a group, than expected, the amount payable to each will be less than if they as a group die sooner than expected. So the “mortality risk” of each Account’s annuity fund falls on those who receive income from it and is not guaranteed by either CREF or TIAA. See “Annuity Payments” in the SAI.

ANNUITY STARTING DATE

          Ordinarily, annuity payments begin on the date you designate as your annuity starting date, provided we have received all documentation necessary for the income option you have picked. If something is missing, we will defer your annuity starting date until we receive the missing information. Your first annuity check may be delayed while we process your choice of income options and calculate the amount of your initial payment.

          Any premiums received within 70 days after payments begin may be used to provide additional annuity income. Premiums received after 70 days will remain in your accumulating annuity contract until you have given further instructions. Ordinarily, your first annuity payment can be made on any business day between the first and twentieth of any month.

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ANNUITY INCOME OPTIONS

          Both the number of annuity units you purchase and the amount of your income payments will depend on which income option you pick. Your employer’s plan, tax law and ERISA may limit which income options you can use to receive income from an RA, GRA, GSRA, Retirement Choice, Retirement Choice Plus or Keogh contract. Ordinarily you will choose your income options shortly before you want payments to begin but you can make or change your choice anytime before your annuity starting date.

          All CREF income options provide variable payments, and the amount of income you receive depends in part on the investment experience of your chosen accounts. The current options are:

• One-Life Annuity: Pays income for as long as you live. It is possible for you to receive only one payment if you die less than a month after payments start.

• Annuity with 10-, 15-, or 20-Year Guaranteed Period: Pays income for as long as you live but no less than the guaranteed period. (The 15-Year Guaranteed Period option is not available under all contracts.)

• Annuity for a Fixed Period: Pays income for any period you choose from 2 to 30 years. (This option may vary or may not be available under all contracts.)

• Two-Life Annuities: Pays income to you as long as you live, then continues at either the same or a reduced level for the life of your annuity partner. There are four types of two-life annuity options, all available with or without a guaranteed period—full benefit to survivor, two-thirds benefit to survivor, 75% benefit to annuity partner and a half-benefit to annuity partner. Under the two-thirds benefit to survivor annuity, payments to you will be reduced upon the death of your annuity partner.

• Minimum Distribution Option (“MDO”) Annuity: Generally available only if you must begin annuity payments under the Internal Revenue Code’s minimum distribution requirements. (Some employer plans allow you to elect this option earlier—contact CREF for more information.) The option pays an amount designed to fulfill distribution requirements under federal tax law. You must apply your entire accumulation under a contract if you want to use the MDO annuity. It is possible that income under the MDO annuity will cease during your lifetime. Prior to age 90 (and subject to applicable plan and legal restrictions), you can apply any remaining part of an accumulation applied to the MDO annuity to any other income option for which you’re eligible. Using an MDO will not affect your right to take a cash withdrawal of any accumulation not yet distributed (to the extent that a cash withdrawal is available under your contract). (This option is not available under all contracts.)

          For any of the income options described above, under current federal tax law, your guaranteed period cannot exceed the joint life expectancy of you and your beneficiary or annuity partner. If you are married at your annuity start date, you may be required by law to choose an income option that provides survivor annuity income to your spouse, unless your spouse waives that right.

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          Other income options may become available in the future, subject to the terms of your retirement plan and relevant federal and state laws. For more information about any annuity option, please contact us.

          Receiving Lump-Sum Payments (Retirement Transition Benefit): If your employer’s plan allows, you may be able to receive a single-sum payment of up to 10% of the value of any part of an accumulation being converted to annuity income on the annuity starting date. (This does not apply to IRAs.) Of course, if your employer’s plan allows cash withdrawals, you can take a larger amount (up to 100%) of your accumulation in any Account as a cash payment. The retirement transition benefit will be subject to current federal income tax requirements and possible early distribution penalties.

          If you have not picked an income option when the annuity starting date arrives for your contract, CREF usually will assume you want the one-life annuity with 10-year guaranteed period if you’re unmarried, subject to the terms of your plan. If you’re married, CREF may assume for you a two-life annuity with half-benefit to annuity partner with a 10-year guaranteed period, with your spouse as your annuity partner. If you have not picked an income option when the annuity starting date arrives for your IRA, CREF may assume you want the minimum distribution annuity.

TRANSFERS DURING THE ANNUITY PERIOD

          Once each calendar quarter, you can transfer income payable from one Account to a comparable annuity such as another Account, the TIAA Traditional annuity, another TIAA annuity or the TIAA Real Estate Account. A comparable annuity is an annuity that is payable under the same income option and has the same annuitant(s) and remaining guaranteed period, if any.

          Annuitants receiving income from TIAA lifetime annuities may transfer some or all of their income to comparable lifetime annuities funded through the Stock, Global Equities, Growth, Equity Index or Social Choice Accounts. Such transfers are limited to 20% of annuity income in any year. A program transferring all income in installments annually over a five-year period may also be chosen. Once income has been transferred from TIAA, subsequent transfers may be made only among the Stock, Global Equities, Growth, Equity Index and Social Choice Accounts. Transfers to other Accounts or back to TIAA will not be permitted. CREF will process the transfer on the business day it receives your request unless you’ve asked that the transfer take effect on another future business day.

          Transfers under the annual income payment method will affect your annuity payments beginning on the May 1 following the March 31 that is on or after the effective date of the transfer. Transfers under the monthly income payment method and all transfers into TIAA’s traditional annuity will affect your annuity payments beginning with the first payment due after the monthly payment valuation day that is on or after the transfer date. Under this method, we value annuity units on the 20th of each month or on the preceding business day if the 20th is not a business day. You can switch between the annual and monthly income change methods, and the switch will go into effect on the following March 31.

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ILLUSTRATIONS OF ANNUITY PAYMENTS

          Investment performance during the accumulation period affects the amount you are accumulating for retirement. Once you are no longer accumulating and you begin to receive income payments under your CREF contract, investment performance affects the amount of your income payments. The following line graphs show how the performance of each of the Accounts affected the income payments of an individual participant. The line graphs are based on actual investment performance and mortality experience of each Account for the period that is presented through April 1, 2008. Income shown for each plot point on the line graphs for the stated year is for the payment period May 1 of the stated year through April 1 of the following year. The line graphs assume that the annuitant received an initial annuity payment of $1,000 on May 1 of the first year presented in the line graph under the annual income change method.

          Each plot point on the line graphs for the stated year represents the amount of the 12 monthly annuity payments made in that fiscal year under a CREF contract based on the above assumptions. Each line graph shows how income payments would have changed over time if all of the participant’s money under the contract were invested in the Account shown in the line graph.

          The changes in the income payments shown in the line graphs reflect the investment performance and mortality experience of the Account shown in the line graph. To understand the effect of investment performance, keep in mind that income payments reflect an assumed investment return of 4%. If the investment performance of an Account is equal to the assumed investment return of 4% in a given year and mortality experience does not change, a participant’s income payment in the following year would not change. If investment performance is 10% in a given year and mortality experience does not change, income payments would increase in the following year by approximately 6%.

          The line graphs show the effect on income payments of past investment performance and mortality experience of each Account. There can be no assurance that future investment performance or mortality experience will be the same as in the past, and income payments under your contract may change more or less than those shown in the line graphs below. An Account’s investment return will fluctuate over time, and the mortality experience of the participants in an Account may change over time. Both could cause income payments under your contract to vary. The amount of your initial income payment will also depend upon which annuity income option you select, such as options on one or two lives and options with or without a guaranteed period, on the income change method you choose, and on your lifespan.

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Stock Account

Global Equities Account

Growth Account

Equity Index Account

Bond Market Account

Inflation-Linked Bond Account

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Social Choice Account

Money Market Account

DEATH BENEFITS

CHOOSING BENEFICIARIES

          Death benefits under CREF contracts are payable to the beneficiaries you name, which may be subject to the terms of your employer’s plan. When you purchase your annuity contract, you name one or more beneficiaries to receive the death benefit if you die. You can generally change your beneficiaries anytime before you die, and, unless you instruct otherwise, your annuity partner can do the same after your death.

YOUR SPOUSE’S RIGHTS

          Your choice of beneficiary for death benefits may, in some cases, be subject to the consent of your spouse. Similarly, if you are married at the time of your death, federal law may require a portion of the death benefit be paid to your spouse even if you have named someone else as beneficiary. If you die without having named any beneficiary, any portion of your death benefit not payable to your spouse will go to your estate.

AMOUNT OF DEATH BENEFIT

          If you die during the accumulation period, the death benefit is the amount of your accumulation. If you and your annuity partner die during the annuity period while payments are still due under a fixed-period annuity or for the remainder of a guaranteed period, the death benefit is the value of the remaining guaranteed payments.

PAYMENT OF DEATH BENEFIT

          To authorize payment and pay a death benefit, we must have received all necessary forms and documentation, including proof of death and the selection of the method of payment.

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METHODS OF PAYMENT OF DEATH BENEFITS

          Generally, you can choose for your beneficiary the method we will use to pay the death benefit, but few participants do this. If you choose a payment method, you can also prevent your beneficiaries from changing it. Most people leave the choice to their beneficiaries. We can prevent any choice if its initial payment is less than $25. If death occurs while the annuity contract is in the accumulation stage, in most cases we can pay the death benefit using the TIAA-CREF Savings and Investment Plan. We will not do this if you preselected another option or if the beneficiary elects another option. Some beneficiaries, such as estates, charities and certain trusts, are not eligible for the Savings and Investment Plan. If your beneficiary is not eligible and does not specifically instruct us to start paying death benefits within a year of your death, we can start making payments to them over five years using the fixed-period annuity method of payment.

PAYMENTS DURING ACCUMULATION PERIOD

          Currently, the available methods of payment for death benefits from funds in the accumulation period are:

• Single-Sum Payment, in which the entire death benefit is paid to your beneficiary at once;

• One-Life Annuity With or Without Guaranteed Period, in which the death benefit is paid for the life of the beneficiary or through the guaranteed period;

• Annuity for a Fixed Period of 5 to 30 years (not available under Retirement Choice and Retirement Choice Plus), in which the death benefit is paid for a fixed period;

• Accumulation-Unit Deposit Option, which pays a lump sum at the end of a fixed period, ordinarily two to five years, during which period the value of the accumulation units deposited may vary based on the performance of the relevant Accounts (generally $5,000 minimum death benefit value) (This option is not available under all contracts); and

• Minimum Distribution Option (also called the TIAA-CREF Savings and Investment Plan), which automatically pays income according to the Internal Revenue Code’s minimum distribution requirements. It operates in much the same way as the minimum distribution annuity income option. It is possible under this method that your beneficiary will not receive income for life.

          Death benefits are usually paid monthly (unless you chose a single-sum method of payment), but your beneficiary can switch them to quarterly, semiannual or annual payments.

PAYMENTS DURING ANNUITY PERIOD

          If you and your annuity partner die during the annuity period, your beneficiary can choose to receive any remaining guaranteed periodic payments due under your contract. Alternatively, your beneficiary can choose to receive the commuted value of those payments in a single sum unless you have indicated otherwise. The

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amount of the commuted value will be different from the total of the periodic payments that would otherwise be paid.

          Ordinarily, death benefits are subject to federal tax. If taken as a lump sum, death benefits would be taxed like complete withdrawals. If taken as annuity benefits, the death benefit would be taxed like annuity payments. For more information, see the discussion under “Taxes” below, and the SAI.

EMPLOYER PLAN FEE WITHDRAWALS

          Your employer may, in accordance with the terms of your plan, and with CREF’s approval, withdraw amounts from your CREF accumulations under your Retirement Choice or Retirement Choice Plus contract, and, on a limited basis, on your GRA or GSRA, GA or Keogh contract, to pay fees associated with the administration of the plan. CREF also reserves the right to suspend or reinstate its approval for a plan to make such withdrawals. The amount and the effective date of an employer plan fee withdrawal will be in accordance with the terms of your plan. CREF will determine all values as of the end of the effective date under the plan. An employer plan fee withdrawal cannot be revoked after its effective date under the plan. Each employer plan fee withdrawal will be made on a pro-rata basis from all your available TIAA and CREF Accounts. An employer plan fee withdrawal reduces the accumulation from which it is paid by the amount withdrawn. If allowed by your contract, your employer may also charge a fee on your Account to pay fees associated with administering the plan.

TAXES

          This section offers general information concerning federal taxes. It does not cover every situation. Check with your tax advisor for more information.

          During the accumulation period, premiums paid in before-tax dollars, employer contributions and earnings attributable to these amounts are not taxed until they’re withdrawn. Annuity payments, single-sum withdrawals, systematic withdrawals, and death benefits are usually taxed as ordinary income. Premiums paid in after-tax dollars are not taxable when withdrawn, but earnings attributable to these amounts are taxable unless those amounts are contributed as Roth IRA contributions to a 401(a) or 403(b) plan and certain criteria are met before the amounts (and income on the amounts) are withdrawn. Death benefits are usually also subject to federal estate and state estate or inheritance taxation. Generally, transfers between qualified retirement plans and between 403(b) plans are not taxed. Transfers among the Accounts also are not taxed.

          Generally, contributions you can make under an employer’s plan are limited by federal tax law. Employee voluntary salary reduction contributions and Roth IRA after-tax contributions to 403(b) and 401(k) plans are limited in the aggregate to $15,500 per year ($20,500 per year if you are age 50 or older). Certain long-term employees may be able to defer up to $18,500 per year in a 403(b) plan ($23,500 per year if you are age 50 or older). Contributions to Classic IRAs and Roth IRAs,

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other than rollover contributions, cannot generally exceed $5,000 per year ($6,000 per year if you are age 50 or older).

          The maximum contribution limit to a 457(b) non-qualified deferred compensation plan for employees of state and local governments is the lesser of $15,500 ($20,500 if you are age 50 or older) or 100% of “includable compensation” (as defined by law).

          Note that the dollar amounts listed above are for 2008; different dollar limits may apply in future years.

          Early Distributions: If you want to withdraw funds or begin receiving income from any 401(a), 403(a) or 403(b) retirement plan or an IRA before you reach age 59½, you may have to pay an additional 10% early distribution tax on the taxable amount. Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age 59½ (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made. You will not have to pay this tax in certain circumstances. Early distributions from 457(b) plans are not subject to a 10% penalty tax unless, in the case of a governmental 457(b) plan, the distribution includes amounts rolled over to the plan from an IRA, 401(a), 403(a), or 403(b) plan. Consult your tax advisor for more information.

          Minimum Distribution Requirements: In most cases, payments from qualified contracts must begin by April 1 of the year after the year you reach age 70½, or retirement, if later. For CREF Classic IRAs, and with respect to 5% or more owners of the business covered by a Keogh plan, payments must begin by April 1 of the year after you reach age 70½. Under the terms of certain retirement plans, the plan administrator may direct CREF to make the minimum distributions required by law even if you do not elect to receive them. In addition, if you do not begin distributions on time, you may be subject to a 50% excise tax on the amount you should have received but did not. Roth IRAs are generally not subject to these rules requiring minimum distributions during your lifetime. You are responsible for requesting distributions that comply with the minimum distribution rules.

          Withholding on Distributions: If CREF pays an “eligible rollover” distribution directly to you, federal law requires CREF to withhold 20% from the taxable portion. On the other hand, if CREF rolls over such a distribution directly to an IRA or employer plan, CREF does not withhold any federal income tax. The 20% withholding also does not apply to certain types of distributions that are not considered eligible rollovers, such as payments from IRAs, lifetime annuity payments, or minimum distribution payments.

          For the taxable portion of non-eligible rollover distributions, CREF will usually withhold federal income taxes unless you instruct CREF not to do so and you are

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eligible to avoid withholding. However, if you tell CREF not to withhold but it does not have your taxpayer identification number on file, then CREF is still required to deduct taxes. These rules also apply to distributions from governmental 457(b) plans. In general, all amounts received under a private 457(b) plan are taxable and are subject to federal income tax withholding as wages. Nonresident aliens who pay U.S. taxes are subject to different withholding rules.

SPECIAL RULES FOR AFTER-TAX RETIREMENT ANNUITIES

          If you paid premiums directly to an RA and the premiums are not subject to your employer’s retirement plan, or if you have been issued an ATRA contract, the following general discussion describes CREF’s understanding of current federal income tax law that applies to these accumulations. This discussion does not apply to premiums paid on your behalf under the terms of your employer’s retirement plan. It also does not cover every situation and does not address all possible circumstances.

          In General: These annuities are generally not taxed until distributions occur. When distributions occur, they are taxed as follows:

• Withdrawals, including withdrawals of the entire accumulation under the contract, are generally taxed as ordinary income to the extent that the contract’s value is more than your investment in the contract (i.e., what you have paid into it).

• Annuity payments are generally treated in part as taxable ordinary income and in part as non-taxable recovery of your investment in the contract until you recover all of your investment in the contract. After that, annuity payments are taxable in full as ordinary income.

          Required Distributions: In general, if you die after you start your annuity payments but before the entire interest in the annuity contract has been distributed, the remaining portion must be distributed at least as quickly as under the method in effect on the date of your death. If you die before your annuity payments begin, the entire interest in your annuity contract generally must be distributed within five years after your death, or be used to provide payments that begin within one year of your death and that will be made for the life of your designated beneficiary or for a period not extending beyond the life expectancy of your designated beneficiary. The “designated beneficiary” refers to a natural person you designate and to whom ownership of the contract passes because of your death. However, if the designated beneficiary is your surviving spouse, your surviving spouse can continue the annuity contract as the new owner.

          Death Benefit Proceeds: Death benefit proceeds are taxed like withdrawals of the entire accumulation in the contract if distributed in a single sum and are taxed like annuity payments if distributed as annuity payments. Your beneficiary may be required to take death benefit proceeds within a certain time period.

          Penalty Tax on Certain Distributions: You may have to pay a penalty tax (10% of the amount treated as taxable income) on distributions you take prior to age 59½. There are some exceptions to this rule, however. You should consult a tax advisor for information about those exceptions.

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          Withholding: Annuity distributions are generally subject to federal income tax withholding but most recipients can usually choose not to have the tax withheld.

          Certain Designations or Exchanges: Designating an annuitant, payee or other beneficiary, or exchanging a contract may have tax consequences that should be discussed with a tax advisor before you engage in any of these transactions.

          Multiple Contracts: All non-qualified deferred annuity contracts issued by CREF and certain of its affiliates to the same owner during a calendar year must generally be treated as a single contract in determining when and how much income is taxable and how much income is subject to the 10% penalty tax (see above).

          Diversification Requirements. The investments of each Account must be “adequately diversified” in order for the ATRA Contracts to be treated as annuity contracts for federal income tax purposes. It is intended that each Account will satisfy these diversification requirements.

          Owner Control. In certain circumstances, owners of non-qualified variable annuity contracts have been considered for federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the contract owners have been currently taxed on income and gains attributable to the variable account assets. While CREF believes that the ATRA Contracts do not give you investment control over assets in the Accounts or any other separate account underlying your ATRA Contract, CREF reserves the right to modify the ATRA Contracts as necessary to prevent you from being treated as an owner of the assets in an Account.

FEDERAL ESTATE TAXES

          While no attempt is being made to discuss the federal estate tax implications of any contract, you should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning advisor for more information.

SPECIAL RULES FOR WITHDRAWALS TO PAY ADVISORY FEES

          If you have arranged for us to pay advisory fees to your financial adviser from your accumulations, those partial withdrawals generally will not be treated as taxable distributions as long as:

• the payment is for expenses that are ordinary and necessary;

• the payment is made from a Section 401 or 403 retirement plan or an IRA;

• your financial adviser’s payment is only made from the accumulations in your retirement plan or IRA, as applicable, and not directly by you or anyone else, under the agreement with your financial adviser; and

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• once advisory fees begin to be paid from your retirement plan, you continue to pay those fees solely from your plan or IRA, as applicable, and not from any other source.

          However, withdrawals to pay advisory fees to your financial adviser from your accumulations under an ATRA Contract will be treated as taxable distributions.

GENERATION-SKIPPING TRANSFER TAX

          Under certain circumstances, the Internal Revenue Code may impose a “generation skipping transfer tax” when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the owner. Regulations issued under the Internal Revenue Code may require CREF to deduct the tax from your contract, or from any applicable payment, and pay it directly to the Internal Revenue Service (“IRS”).

RESIDENTS OF PUERTO RICO

          The IRS has announced that income received by residents of Puerto Rico is U.S.-source income that is generally subject to United States federal income tax.

ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

          The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers who are U.S. citizens or residents. Purchasers who are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S. state, and foreign taxation with respect to an annuity contract purchase.

FOREIGN TAX CREDITS

          CREF may benefit from any foreign tax credits attributable to taxes paid by certain funds to foreign jurisdictions to the extent permitted under federal tax law.

TAX CONSEQUENCES OF ALLOCATING TO THE CREF INFLATION-LINKED BOND ACCOUNT UNDER A CREF ANNUITY FOR SELF-REMITTED NON-QUALIFIED FUNDS

          If you have a CREF contract which was set up only to receive self-remitted non-qualified funds (i.e., money that is not part of a pension plan that you remit to CREF directly) and you allocate any such funds to the CREF Inflation-Linked Bond Account, then earnings, if any, on your total accumulation under the contract are not eligible for tax deferral. You may therefore be required to pay

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taxes on such earnings when you allocate funds under the contract to the Inflation-Linked Bond Account.

ADDITIONAL INFORMATION

          Customer Complaints: Customer complaints may be directed to our Participant Relations Unit, P.O. Box 1259, Charlotte, NC 28201-1259, telephone 800 842-2776.

          Choices and Changes: You have to make your choices or changes through a written notice that is satisfactory to us and received at our home office or at some other location that has been specifically designated for that purpose. When we receive a notice of a change in beneficiary or other person named to receive payments, we will make the change as of the date it was signed, even if the signer has died in the meantime. CREF will make all other changes as of the date received.

          Telephone and Internet Transactions: You can use our Automated Telephone Service (ATS) or the TIAA-CREF Web Center’s account access feature to check your account balances, transfer between Accounts or to TIAA, and allocate future premiums among the Accounts and funds available to you through TIAA-CREF. You will be asked to enter your Personal Identification Number (PIN) and Social Security Number for both systems. (You can establish a PIN by calling us.) Both will lead you through the transaction process and we will use reasonable procedures to confirm that instructions given are genuine. If we use such procedures, we are not responsible for incorrect or fraudulent transactions. All transactions made over the ATS and Internet are electronically recorded.

          To use the ATS, you need a touch-tone telephone. The toll-free number for the ATS is 800 842-2252. To use the Internet, go to the account access feature of the TIAA-CREF Web Center at www.tiaa-cref.org.

          We can suspend or terminate your ability to transact by Internet or telephone at any time, for any reason.

          Your Voting Rights: Generally, as a participant in Accounts, you can vote to elect CREF trustees, on any change in investment objective and fundamental investment policies and on any other matter requiring a participant vote. You will have the right to vote based on the value of accumulation units credited to your account on the record date for the vote in question.

          Electronic Prospectuses: If you received this Prospectus electronically and would like a paper copy, please call 877 518-9161 and one will be sent to you.

          Assigning your Contract: Generally, neither you nor your beneficiaries can assign ownership of a CREF contract to someone else.

          Errors or Omissions: We reserve the right to correct any errors or omissions on any form, report or statement that is sent to you.

          GA (Group Annuity) Contracts: If a GA contract is issued pursuant to your plan, the rules relating to transferring and withdrawing your money, receiving any annuity income or death benefits and the timing of payments may be different,

College Retirement Equities Fund  §  Prospectus 75

and are determined by your plan. Contact your employer or plan administrator for more information.

          Texas Optional Retirement Program Participants: If you’re in the Texas Optional Retirement Program, you (or your beneficiary) can redeem some or all of your accumulation only if you retire, die or leave your job in the state’s public institutions of higher education.

          Householding: To lower expenses and eliminate duplicate documents sent to your home, CREF will mail only one copy of this Prospectus and other required documents to your household, even if more than one participant lives there. If you would prefer to continue to receive your own copy of any document, write or call CREF at 877 518-9161.

          Distribution: The distributor of CREF contracts is Services, which is registered with the SEC and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Teachers Personal Investors Services, Inc. (“TPIS”), also registered with the SEC and a member of FINRA, may also distribute CREF contracts on a limited basis. Services and TPIS are subsidiaries of TIAA. Their address is 730 Third Avenue, New York, NY 10017-3206. No commissions are paid for distribution of CREF contracts.

76 Prospectus § College Retirement Equities Fund

TABLE OF CONTENTS FOR THE
STATEMENT OF ADDITIONAL INFORMATION

B-2	CREF and its Operations
B-2	Investment Restrictions
B-3	Description of Corporate Bond Ratings
B-5	Description of Fixed-Income Instruments
B-8	Investment Policies and Risk Considerations
B-8	Liquidity Facility
B-8	Options and Futures
B-11	Firm Commitment Agreements and Purchase of “When Issued” Securities
B-11	Mortgage-Backed and Asset-Backed Securities
B-12	Lending of Securities
B-13	Repurchase Agreements
B-13	Currency Transactions
B-14	Swap Transactions
B-14	Segregated Accounts
B-14	Special Considerations Affecting Foreign Investments
B-18	Other Investment Techniques and Opportunities
B-19	Portfolio Turnover
B-19	Valuation of Assets
B-20	Disclosure of Portfolio Holdings
B-22	Management of CREF
B-22	The Board of Trustees
B-22	Trustees and Officers
B-25	Equity Ownership of Trustees
B-25	Trustee and Officer Compensation
B-26	Board Committees

B-26	Proxy Voting Policies
B-27	Investment Advisory and Related Services
B-27	Personal Trading Policy
B-27	Information About the Accounts’ Portfolio Management Teams
B-27	Structure of Compensation for Portfolio Managers
B-28	Additional Information Regarding Portfolio Managers
B-28	Potential Conflicts of Interest of TCIM and Portfolio Managers
B-29	Custodian, Transfer Agent and Fund Accounting Agent
B-29	Independent Registered Public Accounting Firm
B-29	Brokerage Allocation
B-31	Accumulation Unit Values
B-31	Value of Annuity Units
B-32	Periodic Reports
B-32	Voting Rights
B-33	General Matters
B-33	State Regulation
B-33	Legal Matters
B-33	Experts
B-34	Federal Income Taxes
B-36	Appendix A: TIAA-CREF Policy Statement on Corporate Governance

College Retirement Equities Fund § Prospectus 77

STATEMENT OF ADDITIONAL INFORMATION

Individual, Group and Tax-Deferred Variable Annuities
Issued by

COLLEGE RETIREMENT
EQUITIES FUND

MAY 1, 2008

This Statement of Additional Information (“SAI”) contains additional information that you should consider before investing in any of the variable annuity contracts or certificates (the “contracts”) of the College Retirement Equities Fund. The current prospectus dated May 1, 2008 with respect to the contracts (the “Prospectus”) is available without charge upon written or oral request to College Retirement Equities Fund, 730 Third Avenue, New York, New York 10017-3206, Attention: Central Services; Telephone 877 518-9161. Capitalized terms used in the Prospectus are incorporated into this SAI.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS DATED MAY 1, 2008.

TABLE OF CONTENTS

B-2	CREF and its Operations
B-2	Investment Restrictions
B-3	Description of Corporate Bond Ratings
B-5	Description of Fixed-Income Instruments
B-8	Investment Policies and Risk Considerations
B-8	Liquidity Facility
B-8	Options and Futures
B-11	Firm Commitment Agreements and Purchase of “When Issued” Securities
B-11	Mortgage-Backed and Asset-Backed Securities
B-12	Lending of Securities
B-13	Repurchase Agreements
B-13	Currency Transactions
B-14	Swap Transactions
B-14	Segregated Accounts
B-14	Special Considerations Affecting Foreign Investments
B-18	Other Investment Techniques and Opportunities
B-19	Portfolio Turnover
B-19	Valuation of Assets
B-20	Disclosure of Portfolio Holdings
B-22	Management of CREF
B-22	The Board of Trustees
B-22	Trustees and Officers
B-25	Equity Ownership of Trustees

B-25	Trustee and Officer Compensation
B-26	Board Committees
B-26	Proxy Voting Policies
B-27	Investment Advisory and Related Services
B-27	Personal Trading Policy
B-27	Information About the Accounts’ Portfolio Management Teams
B-27	Structure of Compensation for Portfolio Managers
B-28	Additional Information Regarding Portfolio Managers
B-28	Potential Conflicts of Interest of TCIM and Portfolio Managers
B-29	Custodian, Transfer Agent and Fund Accounting Agent
B-29	Independent Registered Public Accounting Firm
B-29	Brokerage Allocation
B-31	Accumulation Unit Values
B-31	Value of Annuity Units
B-32	Periodic Reports
B-32	Voting Rights
B-33	General Matters
B-33	State Regulation
B-33	Legal Matters
B-33	Experts
B-34	Federal Income Taxes
B-36	Appendix A: TIAA-CREF Policy Statement on Corporate Governance

CREF AND ITS OPERATIONS

          CREF is unlike most other companies that offer variable annuities. Usually variable annuities are issued by insurance companies through segregated asset accounts called “separate accounts.” The insurance company performs administration and other services for the separate account and, for a fee, assumes certain mortality and expense risks. In contrast, CREF is legally independent from any insurance company, including Teachers Insurance and Annuity Association (“TIAA”), its companion organization. Investment advisory, distribution and administrative services are provided for CREF under agreements with two subsidiaries of TIAA.

          CREF is a diversified, open-end management investment company that issues variable annuity contracts to residents of all fifty states, the District of Columbia, Puerto Rico, U.S. territories and foreign countries. CREF is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). CREF is also subject to the Not-For-Profit Corporation Law of New York and to regulation of the New York Insurance Department and insurance departments in several other jurisdictions.

INVESTMENT RESTRICTIONS

          Pursuant to CREF’s Charter (the “Charter”), none of the investment funds (the “Accounts”) will invest in any common stocks or shares of any corporation, joint stock association or business trust in an amount in excess of a specified percentage, not to exceed 10% (except with the approval of the New York State Insurance Department) of voting shares of such entity, that would cause such entity to be controlled by, or become a subsidiary of, CREF as defined in New York insurance law, although this restriction will not apply to investment in an entity formed or acquired by CREF for a lawful business purpose. This restriction cannot be changed without an amendment to the Charter. (The Charter may be amended only by the action of CREF’s Overseers and only if the New York State Superintendent of Insurance certifies the amendment as lawful and equitable.)

          The following restrictions, not set forth in CREF’s Charter, are fundamental policies with respect to the Accounts and may not be changed without the approval of a majority of the outstanding voting securities, as that term is defined under the 1940 Act, in the affected Account:

1.	None of the Accounts will issue senior securities (the issuance and sales of options and futures not being considered the issuance of senior securities);
2.	Neither the Stock nor the Money Market Account will make short sales, except when the Account has, by reason of ownership of other securities, the right to obtain securities of equivalent kind and amount that will be held so long as the Account is in a short position;
3.	The Stock, Global Equities, Bond Market, Social Choice and Money Market Accounts will not borrow money, except: (a) they may purchase securities on margin, as described in restriction 12 below; and (b) from banks as a temporary measure for extraordinary or emergency purposes, and then only in amounts not in excess of 10% of the value of the Account’s total assets, taken at market value at the time of borrowing.

          The Growth, Equity Index and Inflation-Linked Bond Accounts will not borrow money, except: (a) they may purchase securities on margin, as described in restriction 12 below; and (b) (i) from banks only in amounts not in excess of 33 ⅓% of the Account’s total assets taken at market value at the time of borrowing, or (ii) for temporary purposes in an amount not exceeding 5% of the Account’s total assets taken at market value at the time of borrowing.

B-2 Statement of Additional Information § College Retirement Equities Fund

          Money may be temporarily obtained through bank borrowing, rather than through the sale of portfolio securities, when such borrowing appears more attractive for an Account; nevertheless, any bank borrowings by an Account may, depending on market conditions, affect investment returns;

4.	None of the Accounts will underwrite the securities of other companies, except as it may be deemed to do so in a sale of restricted portfolio securities;
5.	None of the Accounts will, with respect to at least 75% of the value of its total assets, invest more than 5% of its total assets in the securities of any one issuer (including repurchase agreements with any one primary dealer) other than securities issued or guaranteed by the United States Government, or its agencies or instrumentalities;
6.	None of the Accounts will, with respect to at least 75% of the value of its total assets, purchase more than 10% of the outstanding voting securities of an issuer, except that such restriction shall not apply to securities issued or guaranteed by the United States Government, its agencies or instrumentalities;
7.	None of the Accounts will make an investment in an industry if after giving effect to that investment the Account’s holding in that industry would exceed 25% of the Account’s total assets—this restriction, however, does not apply to investments in obligations issued or guaranteed by the United States Government, its agencies or instrumentalities, and, with respect to the Money Market Account, to certificates of deposit, or securities issued or guaranteed by domestic banks and branches of domestic banks and savings and loan associations and savings banks; utilities will be divided according to their services (so that, for example, gas distribution and transmission, electric, and telephone each will be considered a separate industry);
8.	The Stock, Global Equities, Growth, Equity Index and Money Market Accounts will not purchase real estate or mortgages directly, although the Bond Market, Inflation-Linked Bond and Social Choice Accounts may purchase or hold real estate or mortgages directly, subject to investment restriction 14 below (relating to illiquid investments); the Stock, Global Equities, Growth and Social Choice Accounts may, however, buy shares of real estate investment trusts listed on stock exchanges or reported on the NASDAQ system, and the Accounts may buy pass-through mortgage securities and securities collateralized by mortgages;
9.	None of the Accounts will purchase commodities or commodities contracts, except to the extent futures are purchased as described herein;
10.	None of the Accounts will invest more than 5% of its total assets in the securities of any one investment company; an Account may not own more than 3% of an investment company’s outstanding voting securities, and total holdings of investment company securities may not exceed 10% of the value of an Account’s total assets (the SEC staff takes the position that although certain issuers of collateralized mortgage obligations may be investment companies, an Account’s ability to acquire collateralized mortgage obligations of such issuers would not be subject to these restrictions);
11.	None of the Accounts will make loans, except: (a) that the Stock and Money Market Accounts may make loans of portfolio securities (not exceeding 20% of the value of their total assets), and the Global Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond and Social Choice Accounts may make loans of portfolio securities not exceeding 33 ⅓% of the value of their total assets, which are collateralized by either cash, United States Government securities, or other means permitted by applicable law, equal to at least 102% of the market value of the loaned securities, or such lesser percentage as may be permitted by the New York State Insurance Department (not to fall below 100% of the market value of the loaned securities), as reviewed daily; (b) loans through entry into repurchase agreements (the purchase of publicly traded debt obligations not being considered the making of a loan); (c) to the extent authorized under the contracts, loans to Participants in amounts not greater than the value of their accumulations, to the extent permitted by law; (d) privately placed debt securities may be purchased; or (e) participation interests in loans, and similar investments, may be purchased;
12.	None of the Accounts will purchase any security on margin (except that an Account may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities);
13.	Neither the Stock nor the Money Market Account will purchase or sell options or futures except those listed on a domestic or foreign securities, options or commodities exchange; however, the Global Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond and Social Choice Accounts may purchase or sell options or futures that are not listed on an exchange; and
14.	None of the Accounts will invest more than 10% of its total assets in repurchase agreements maturing in more than seven days, and other illiquid investments, except that the Global Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond or Social Choice Accounts may invest to a greater extent in such investments if, and to the extent, permitted by law.

          With the exception of percentage restrictions relating to borrowings, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit resulting from a change of values in portfolio securities will not be considered a violation.

          Each Account is considered to be diversified under the 1940 Act unless otherwise specified herein.

DESCRIPTION OF CORPORATE BOND RATINGS

          Description of corporate bond ratings of Moody’s Investors Service, Inc. (“Moody’s”):

          Aaa—Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

College Retirement Equities Fund § Statement of Additional Information B-3

          Aa—Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risks appear somewhat larger than in Aaa securities.

          A—Bonds that are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present that suggest a susceptibility to impairment sometime in the future.

          Baa—Bonds that are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

          Ba—Bonds that are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

          B—Bonds that are rated B generally lack characteristics of desirable investments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

          Caa—Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

          Ca—Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

          C—Bonds that are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

          Moody’s applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through B in its corporate bond-rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

          Description of corporate bond ratings of the Ratings Group of Standard & Poor’s (“S&P”), a division of The McGraw Hill Companies, Inc.:

          AAA—Debt rated “AAA” has the highest rating assigned by S&P. Capacity to pay interest and repay principal is very strong.

          AA—Debt rated “AA” has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small degree.

          A—Debt rated “A” has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

          BBB—Debt rated “BBB” is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.

          BB-B-CCC-CC-C—Debt rated “BB,” “B,” “CCC,” “CC,” and “C” is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. “BB” indicates the least degree of speculation and “C” the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions.

          BB—Debt rated “BB” has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The “BB” rating category is also used for debt subordinated to senior debt that is assigned an actual or implied “BBB-” rating.

          B—Debt rated “B” has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The “B” rating category is also used for debt subordinated to senior debt that is assigned an actual or implied “BB” or “BB-” rating.

          CCC—Debt rated “CCC” has currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The “CCC” rating category is also used for debt subordinated to senior debt that is assigned an actual or implied “B” or “B-” rating.

          CC—The rating “CC” typically is applied to debt subordinated to senior debt that is assigned an actual or implied “CCC” rating.

          C—The rating “C” typically is applied to debt subordinated to senior debt that is assigned an actual or implied “CCC-” debt rating. The “C” rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

          CI—The rating “CI” is reserved for income bonds on which no interest is being paid.

          D—Debt rated “D” is in payment default. The “D” rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

          Plus (+) or Minus (-): The ratings from “AA” to “CCC” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

          Generally, investment-grade debt securities are those rated “Baa3” or higher by Moody’s or “BBB-” or higher by S&P.

B-4 Statement of Additional Information  §College Retirement Equities Fund

DESCRIPTION OF FIXED-INCOME INSTRUMENTS

          A debt instrument held by an Account will be affected by general changes in interest rates that will, in turn, result in increases or decreases in the market value of the instrument. The market value of non-convertible debt instruments (particularly fixed-income instruments) in an Account’s portfolio can be expected to vary inversely to changes in prevailing interest rates. In periods of declining interest rates, the yield of an Account holding a sig-nificant amount of debt instruments will tend to be somewhat higher than prevailing market rates, and in periods of rising interest rates, the Account’s yield will tend to be somewhat lower. In addition, when interest rates are falling, money received by such an Account from the continuous sale of its shares will likely be invested in portfolio instruments producing lower yields than the balance of its portfolio, thereby reducing the Account’s current yield. In periods of rising interest rates, the opposite result can be expected to occur.

          Ratings as Investment Criteria. Nationally Recognized Statistical Ratings Organizations’ (“NRSRO”) ratings represent the opinions of those organizations as to the quality of securities that they rate. Although these ratings, which are relative and subjective and are not absolute standards of quality, are used by CREF’s investment adviser, TIAA-CREF Investment Management, LLC (“TCIM”), as one of many criteria for the selection of portfolio securities on behalf of the Accounts, TCIM also relies upon its own analysis to evaluate potential investments.

          Subsequent to its purchase by an Account, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by an Account. These events will not require the sale of a security by an Account. TCIM will consider the event in its determination of whether the Account should continue to hold the securities. To the extent that a NRSRO’s ratings change as a result of a change in the NRSRO or its rating system, the Accounts will attempt to use comparable ratings as standards for their investments in accordance with their investment objectives and policies.

          Certain Investment-Grade Debt Obligations. Although obligations rated Baa by Moody’s or BBB by S&P are considered investment-grade, they may be viewed as being subject to greater risks than other investment-grade obligations. Obligations rated Baa by Moody’s are considered medium-grade obligations that lack outstanding investment characteristics and have speculative characteristics as well, while those obligations rated BBB by S&P are regarded as having only an adequate capacity to pay principal and interest.

          U.S. Government Debt Securities. Some of the Accounts may invest in U.S. Government securities. These include: debt obligations of varying maturities issued by the U.S. Treasury or issued or guaranteed by the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Government National Mortgage Association (“GNMA”), General Services Administration, any of the various institutions that previously were, or currently are, part of the Farm Credit System, including the National Bank for Cooperatives, the Farm Credit Banks and the Banks for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage Association (“FNMA”), the Student Loan Marketing Association (“Sallie Mae”), Federal Deposit Insurance Corporation, Maritime Administration, Tennessee Valley Authority and District of Columbia Armory Board. Direct obligations of the U.S. Treasury include a variety of securities that differ in their interest rates, maturities and issue dates. Certain of the foregoing U.S. Government securities are supported by the full faith and credit of the United States, whereas others are supported by the right of the agency or instrumentality to borrow an amount limited to a specific line of credit from the U.S. Treasury or by the discretionary authority of the U.S. Government or GNMA to purchase financial obligations of the agency or instrumentality. In contrast, certain of the foregoing U.S. Government securities are only supported by the credit of the issuing agency or instrumentality (e.g., GNMA). Because the U.S. Government is not obligated by law to support an agency or instrumentality that it sponsors, or its securities, an Account only invests in U.S. Government securities when TCIM determines that the credit risk associated with the obligation is suitable for the Account.

          Risks of Lower-Rated, Lower-Quality Debt Instruments. Lower-rated debt securities (i.e., those rated Ba or lower by Moody’s or BB or lower by S&P) are sometimes referred to as “high-yield” or “junk” bonds. These securities are considered, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation and will generally involve more credit risk than securities in the higher-rated categories. Reliance on credit ratings entails greater risks with regard to lower-rated securities than it does with regard to higher-rated securities, and TCIM’s success is more dependent upon its own credit analysis with regard to lower-rated securities than is the case with regard to higher-rated securities. The market values of such securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctua-tions in the general level of interest rates. Such lower-rated securities also tend to be more sensitive to economic conditions than are higher-rated securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, regarding lower-rated bonds may depress prices and liquidity for such securities. To the extent an Account invests in these securities, factors adversely affecting the market value of lower-rated securities will adversely affect the Accounts’ accumulation unit value. In addition, an Account may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.

          An Account may have difficulty disposing of certain lower-rated securities for which there is a thin trading market. Because not all dealers maintain markets in lower-rated securities, there is no established retail secondary market for many of these securities, and TCIM anticipates that they could be sold only to a limited number of dealers or institutional investors. To the extent there is a secondary trading market for lower-rated securities, it is generally not as liquid as that for higher-rated securities. The lack of a liquid secondary market for certain securities may make it more difficult for the Accounts to obtain accurate market quotations for purposes of valuing their assets. Market quotations are generally available on many lower-rated issues only from a limited number of dealers and may not necessarily represent firm bids of such

College Retirement Equities Fund § Statement of Additional Information B-5

dealers or prices for actual sales. When market quotations are not readily available lower-rated securities must be valued by (or under the direction of) the Board of Trustees. This valuation is more difficult and judgment plays a greater role in such valuation when there is less reliable objective data available.

          Any debt instrument, no matter its initial rating may, after purchase by an Account, have its rating lowered due to the deterioration of the issuer’s financial position. TCIM may determine that an unrated security is of comparable quality to securities with a particular rating. Such unrated securities are treated as if they carried the rating of securities with which TCIM compares them.

          Lower-rated securities may be issued by corporations in the growth stage of their development. They may also be issued in connection with a corporate reorganization or as part of a corporate takeover. Companies that issue such lower-rated securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers is greater than is the case with higher-rated securities. For example, during an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of lower-rated securities may experience financial stress. During such periods, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by the issuer is significantly greater for the holders of lower-rated securities because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

          It is possible that a major economic recession could affect the market for lower-rated securities. Any such recession might severely affect the market for and the values of such securities, as well as the ability of the issuers of such securities to repay principal and pay interest thereon.

          The Accounts (other than the Money Market Account) may acquire lower-rated securities that are sold without registration under the federal securities laws and therefore carry restrictions on resale. These Accounts may incur special costs in disposing of such securities, but will generally incur no costs when the issuer is responsible for registering the securities. The Accounts may also acquire lower-rated securities during an initial underwriting. Such securities involve special risks because they are new issues. The Accounts have no arrangement with any person concerning the acquisition of such securities, and TCIM will carefully review the credit and other characteristics pertinent to such new issues. An Account may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by an Account. Such participation may subject an Account to expenses such as legal fees and may make an Account an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict an Account’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by an Account on such committees also may expose the Account to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. An Account would participate on such committees only when TCIM believes that such participation is necessary or desirable to enforce the Account’s rights as a creditor or to protect the value of securities held by the Account.

          Corporate Debt Securities. An Account may invest in corporate debt securities of U.S. and foreign issuers and/or hold its assets in these securities for cash management purposes. The investment return of corporate debt securities reflects interest earnings and changes in the market value of the security. The market value of a corporate debt obligation may be expected to rise and fall inversely with interest rates generally. There also exists the risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.

          Zero Coupon Obligations. Some of the Accounts may invest in zero coupon obligations. Zero coupon securities generally pay no cash interest (or dividends in the case of preferred stock) to their holders prior to maturity. Accordingly, such securities usually are issued and traded at a deep discount from their face or par value and generally are subject to greater fluctuations of market value in response to changing interest rates than securities of comparable maturities and credit quality that pay cash interest (or dividends in the case of preferred stock) on a current basis. Although an Account will receive no payments on its zero coupon securities prior to their maturity or disposition, it will be required for federal income tax purposes generally to include in its dividends to shareholders each year an amount equal to the annual income that accrues on its zero coupon securities. Such dividends will be paid from the cash assets of an Account, from borrowings or by liquidation of portfolio securities, if necessary, at a time that an Account otherwise would not have done so. To the extent an Account is required to liquidate thinly-traded securities, an Account may be able to sell such securities only at prices lower than if such securities were more widely-traded. The risks associated with holding securities that are not readily marketable may be accentuated at such time. To the extent the proceeds from any such dispositions are used by an Account to pay distributions, the Account will not be able to purchase additional income-producing securities with such proceeds, and as a result its current income ultimately may be reduced.

          Custodial receipts issued in connection with so-called trademark zero coupon securities, such as Certificates of Accrual on Treasury Securities (“CATS”) and Treasury Income Growth Receipts (“TIGRs”), are not issued by the U.S. Treasury, and are therefore not U.S. Government securities, although the underlying bond represented by such receipt is a debt obligation of the U.S. Treasury. Other zero coupon Treasury securities (e.g., those purchased through the Federal Reserve’s Separate Trading of Registered Interest and Principal Securities Program (“STRIPs”) and Coupons Under Book Entry for Safe keeping (“CUBEs”) are direct obligations of the U.S. Government.

          Floating and Variable Rate Instruments. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate. The interest rate on a floater

B-6 Statement of Additional Information §College Retirement Equities Fund

is a variable rate which is tied to another interest rate, such as a money-market index or U.S. Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. Some of the Accounts may invest in floating and variable rate instruments. Income securities may provide for floating or variable rate interest or dividend payments. The floating or variable rate may be determined by reference to a known lending rate, such as a bank’s prime rate, a certificate of deposit rate or the London InterBank Offered Rate (LIBOR). Alternatively, the rate may be determined through an auction or remarketing process. The rate also may be indexed to changes in the values of the interest rate of securities indexed, currency exchange rate or other commodities. Variable and floating rate securities tend to be less sensitive than fixed-rate securities to interest rate changes and to have higher yields when interest rates increase. However, during rising interest rates, changes in the interest rate of an adjustable rate security may lag changes in market rates. The amount by which the rates paid on an income security may increase or decrease and may be subject to periodic or lifetime caps. Fluctuations in interest rates above these caps could cause adjustable rate securities to behave more like fixed-rate securities in response to extreme movements in interest rates.

          An Account may also invest in inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floating rate security may exhibit greater price volatility than a fixed-rate obligation of similar credit quality. Such securities may also pay a rate of interest determined by applying a multiple to the variable rate. The extent of increases and decreases in the value of securities whose rates vary inversely with changes in market rates of interest generally will be larger than comparable changes in the value of an equal principal amount of a fixed-rate security having similar credit quality redemption provisions and maturity.

          Foreign Debt Obligations. The debt obligations of foreign governments and entities may or may not be supported by the full faith and credit of the foreign government. An Account may buy securities issued by certain “supra-national” entities, which include entities designated or supported by governments to promote economic reconstruction or development, international banking organizations and related government agencies. Examples are the International Bank for Reconstruction and Development (more commonly known as the “World Bank”), the Asian Development Bank and the Inter-American Development Bank.

          The governmental members of these supranational entities are “stockholders” that typically make capital contributions and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supra-national entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent foreign governments will continue to be able or willing to honor their capitalization commitments for those entities.

          Some Accounts may invest in U.S. dollar-denominated “Brady Bonds.” These foreign debt obligations may be fixed-rate par bonds or floating-rate discount bonds. They are generally collateralized in full as to repayment of principal at maturity by U.S. Treasury zero coupon obligations that have the same maturity as the Brady Bonds. Brady Bonds can be viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity. Those uncollateralized amounts constitute what is called the “residual risk.”

          If there is a default on collateralized Brady Bonds resulting in acceleration of the payment obligations of the issuer, the zero coupon U.S. Treasury securities held as collateral for the payment of principal will not be distributed to investors, nor will those obligations be sold to distribute the proceeds. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds. The defaulted bonds will continue to remain outstanding, and the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Because of the residual risk of Brady Bonds and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, Brady Bonds are considered speculative investments.

          Structured or Indexed Securities. Some Accounts may invest in structured or indexed securities. The value of the principal of and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured or indexed securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in a loss of an Account’s investment. Structured or indexed securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be some multiple of the change in the value of the Reference. Consequently, structured or indexed securities may entail a greater degree of market risk than other types of debt securities. Structured or indexed securities may also be more volatile, less liquid and more difficult to accurately price than less complex securities.

          An Account may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semiannual coupon.

          If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of a U.S. Treasury inflation-indexed bond, even during a period of defla-tion, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. An Account

College Retirement Equities Fund § Statement of Additional Information B-7

may also invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

          The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

          While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

          The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

          An Account may invest in targeted return index securities (“TRAINs”), which are fixed rate certificates that represent undivided interests in the pool of securities (generally lower-rated debt securities that are unsecured) underlying a Targeted Return Index Securities Trust. By investing in a TRAIN, a holder is able to invest in a diversified portfolio of fixed income securities without incurring the brokerage and other expenses associated with directly holding small positions in individual securities. A holder of a TRAIN receives income from the trust as a result of principal and interest paid by the trust’s underlying securities, and indirectly bears its proportionate share of any expenses paid by the TRAIN. TRAINs are not registered under the 1933 Act or the 1940 Act and therefore must be held by qualified institutional buyers and resold to qualified institutional buyers pursuant to Rule 144A under the 1933 Act. As a result, certain investments in TRAINs may be less liquid to the extent that an Account is unable to find qualified institutional buyers interested in purchasing such securities at any point in time. TRAINs that are rated below investment grade are considered lower-rated debt securities, and will entail the risks described above in the discussion regarding lower-rated debt securities.

INVESTMENT POLICIES AND RISK CONSIDERATIONS

LIQUIDITY FACILITY

          Borrowing and Lending Among Affiliates. Certain Accounts participate in a $1.5 billion unsecured revolving credit facility for temporary or emergency purposes, including, without limitation, funding of shareholder redemptions that otherwise might require the untimely disposition of securities. Certain series or accounts of the TIAA-CREF Institutional Mutual Funds, TIAA-CREF Life Funds and TIAA Separate Account VA-1, each of which is managed by Teachers Advisors, Inc. (“Advisors”), an affiliate of TCIM, also participate in this credit facility. An annual commitment fee for the credit facility is borne by the participating Accounts. Interest associated with any borrowing under the facility will be charged to the borrowing Accounts at rates that are based on the Federal Funds Rate in effect during the time of the borrowing.

          If an Account borrows money, it could leverage its portfolio by keeping securities it might otherwise have had to sell. Leveraging exposes an Account to special risks, including greater fluctuations in net asset value in response to market changes.

OPTIONS AND FUTURES

          The Accounts (other than the Money Market Account) may engage in options (puts and calls) and futures strategies to the extent permitted by the New York State Insurance Department and subject to SEC and Commodity Futures Trading Commission (“CFTC”) requirements. It is not the intention of the Accounts to use options and futures strategies in a speculative manner, but rather primarily as hedging techniques or for cash management purposes. None of the Accounts is required to hedge any investments.

          Options. Option-related activities could include (1) the sale of covered call option contracts and purchasing call option contracts for the purpose of a closing purchase transaction; (2) buying covered put option contracts and selling put option contracts to close out a position acquired through the purchase of such options; and (3) selling call option contracts or buying put option contracts on groups of securities, and on futures on groups of securities and buying of similar call option contracts or selling put option contracts to close out a position acquired through a sale of such options. This list of options-related activities is not intended to be exclusive, and the Accounts may engage in other types of options transactions consistent with their investment objective and policies and applicable law.

          A call option is a short-term contract (generally having a duration of nine months or less) that gives the purchaser of the option the right but not the obligation to purchase the underlying security at a fixed exercise price at any time (American style) or at a set time (European style), prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the call option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a call option has the obligation, upon the exercise of the option by the purchaser, to sell the underlying security at the exercise price. Selling of a call option would benefit an Account if, over the option period, the underlying security declines in value or does not appreciate above the aggregate of the exercise price and the premium.

B-8 Statement of Additional Information §College Retirement Equities Fund

However, the Account risks an “opportunity loss” of profits if the underlying security appreciates above the aggregate value of the exercise price and the premium.

          The Accounts may close out a position acquired through selling a call option by buying a call option on the same security with the same exercise price and expiration date as the call option that it had previously sold on that security. Depending on the premium for the call option purchased by the Account, the Account will realize a profit or loss on the transaction on that security.

          A put option is a similar short-term contract that gives the purchaser of the option the right to sell the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the put option, an Account, as purchaser, pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a put option has the obligation, upon the exercise of the option by the purchaser, to purchase the underlying security at the exercise price. The buying of a covered put contract limits the downside exposure for the investment in the underlying security. The risk of purchasing a put is that the market price of the underlying stock prevailing on the expiration date may be above the option’s exercise price. In that case, the option would expire worthless and the entire premium would be lost.

          The Accounts may close out a position acquired through buying a put option by selling an identical put option on the same security with the same exercise price and expiration date as the put option that they had previously bought on the security. Depending on the premium for the put option purchased by the Account, the Account would realize a profit or loss on the transaction.

          In addition to options (both calls and puts) on individual securities, there are also options on groups of securities, such as the options on the Standard & Poor’s 100 Index, which are traded on the Chicago Board Options Exchange. There are also options on the futures of groups of securities such as the Standard & Poor’s 500 Index and the New York Stock Exchange Composite Index. The selling of such calls can be used in anticipation of, or in a general market or market sector decline that may adversely affect the market value of an Account’s portfolio of securities. To the extent that an Account’s portfolio of securities changes in value in correlation with a given stock index, the sale of call options on the futures of that index would substantially reduce the risk to the portfolio of a market decline, and, by so doing, provides an alternative to the liquidation of securities positions in the portfolio with resultant transaction costs. A risk in all options, particularly the relatively new options on groups of securities and on the futures on groups of securities, is a possible lack of liquidity. This will be a major consideration of TCIM before it deals in any option of behalf of an Account.

          There is another risk in connection with selling a call option on a group of securities or on the futures of groups of securities. This arises because of the imperfect correlation between movements in the price of the call option on a particular group of securities and the price of the underlying securities held in the portfolio. Unlike a covered call on an individual security, where a large movement on the upside for the call option will be offset by a similar move on the underlying stock, a move in the price of a call option on a group of securities may not be offset by a similar move in the price of securities held due to the difference in the composition of the particular group and the portfolio itself.

          Futures. To the extent permitted by applicable regulatory authorities, the Accounts may purchase and sell futures contracts on securities or other instruments, or on groups or indices of securities or other instruments. The purpose of hedging techniques using financial futures is to protect the principal value of an Account against adverse changes in the market value of securities or instruments in its portfolio, and to obtain better returns on investments than available in the cash market. Since these are hedging techniques, the gains or losses on the futures contract normally will be offset by losses or gains, respectively, on the hedged investment. Futures contracts may be offset prior to the future date by executing an opposite futures contract transaction.

          A futures contract on an investment is a binding contractual commitment which, if held to maturity, generally will result in an obligation to make or accept delivery, during a particular future month, of the securities or instrument underlying the contract. By purchasing a futures contract—assuming a “long” position—TCIM will legally obligate an Account to accept the future delivery of the underlying security or instrument and pay the agreed price. By selling a futures contract—assuming a “short” position—TCIM will legally will obligate an Account to make the future delivery of the security or instrument against payment of the agreed price.

          Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions that may result in a profit or a loss. While futures positions taken by the Accounts usually will be liquidated in this manner, the Accounts may instead make or take delivery of the underlying securities or instruments whenever it appears economically advantageous to an Account to do so. A clearing corporation associated with the exchange on which futures are traded assumes responsibility for closing-out positions and guarantees that the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

          A stock index futures contract, unlike a contract on a specific security, does not provide for the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date, a final cash settlement occurs and the futures positions are closed out. Changes in the market value of a particular stock index futures contract reflect changes in the specified index of equity securities on which the future is based.

          Stock index futures may be used to hedge the equity investments of the Stock, Global Equities, Growth, Equity Index, or Social Choice Accounts with regard to market (systematic) risk (involving the market’s assessment of overall economic prospects), as distinguished from stock-specific risk (involving the market’s evaluation of the merits of the issuer of a particular security). By establishing an appropriate “short” position in stock index futures, TCIM may seek to protect the value of portfolio securities held by the Stock, Global Equities, Growth, Equity Index and Social Choice Accounts against an overall decline in the market for equity securities. Alternatively, in anticipation of a

College Retirement Equities Fund § Statement of Additional Information B-9

generally rising market, TCIM can seek to avoid losing the benefit of apparently low current prices by establishing a “long” position in stock index futures and later liquidating that position as particular equity securities are in fact acquired. To the extent that these hedging strategies are successful, these Accounts will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio equity securities, than would otherwise be the case.

          Unlike the purchase or sale of a security, no price is paid or received by the Accounts upon the purchase or sale of a futures contract. Initially, the Account will be required to deposit in a segregated account with the broker (futures commission merchant) carrying the futures account on behalf of the Account an amount of cash, U.S. Treasury securities, or other permissible assets equal to approximately 5% of the contract amount. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions in that futures contract margin does not involve the borrowing of funds by the customer to finance the transactions. Rather, the initial margin is in the nature of a performance bond or good faith deposit on the contract that is returned to an Account upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments to and from the broker, called variation margin, will be made on a daily basis as the price of the underlying stock index fluctuates making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” For example, when the Stock Account has purchased a stock index futures contract and the price of the underlying stock index has risen, that position will have increased in value, and the Account will receive from the broker a variation margin payment equal to that increase in value. Conversely, where the Stock Account has purchased a stock index futures contract and the price of the underlying stock index has declined, the position would be less valuable and the Stock Account would be required to make a variation margin payment to the broker.

          At any time prior to expiration of the futures contract, the Account may elect to close the position by taking an opposite position that will operate to terminate the Account’s position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Stock Account, and the Account realizes a loss or a gain. The risks inherent in the purchase or sale of stock index futures are, in a general sense, similar to the risks inherent in the purchase or sale of bond index futures. A bond index assigns relative values to the bonds included in the index. The index fluctuates with changes in the market values of those bonds included, and the parties to the bond index futures contract agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of the last trading day of the contract and the price at which the index future was originally written. No physical delivery of the underlying bonds in the index is made.

          There are several risks in connection with the use of a futures contract as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the securities or instruments that are the subject of the hedge. TCIM, on behalf of an Account, will attempt to reduce this risk by engaging in futures transactions, to the extent possible, where, in TCIM’s judgment, there is a significant correlation between changes in the prices of the futures contracts and the prices of the Account’s portfolio securities or instruments sought to be hedged.

          Successful use of futures contracts by an Account for hedging purposes also is subject to the user’s ability to predict correctly movements in the direction of the market. For example, it is possible that, where an Account has sold futures to hedge its portfolio against declines in the market, the index on which the futures are written may advance and the values of securities or instruments held in the Account’s portfolio may decline. If this occurred, the Account would lose money on the futures and also experience a decline in value in its portfolio investments. However, TCIM believes that over time the value of the Account’s portfolio will tend to move in the same direction as the market indices that are intended to correlate to the price movements of the portfolio securities or instruments sought to be hedged. It also is possible that, for example, if the Account has hedged against the possibility of a decline in the market adversely affecting stocks held in its portfolio and stock prices increased instead, the Account will lose part or all of the benefit of increased value of those stocks that it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Account has insufficient cash, it may have to sell securities or instruments to meet daily variation margin requirements. Such sales may be, but will not necessarily be, at increased prices that reflect the rising market. The Account may have to sell securities or instruments at a time when it may be disadvantageous to do so.

          In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the futures contracts and the position of the portfolio being hedged, the prices of futures contracts may not correlate perfectly with movements in the underlying security or instrument due to certain market distortions. First, all transactions in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that could distort the normal relationship between the index and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities market and, as a result, the futures market may attract more speculators than the securities market does. Increased participation by speculators in the futures market also may cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of the imperfect correlation between movements in the futures contracts and the portion of the portfolio being hedged, even a correct forecast of general market trends by TCIM still may not result in a successful hedging transaction over a very short time period.

          The Accounts may also use futures contracts and options on futures contracts to manage their cash flow more effectively. The Accounts have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the regulations thereunder, and therefore, are not subject to registration or regulation as commodity pool operators.

B-10 Statement of Additional Information §College Retirement Equities Fund

FIRM COMMITMENT AGREEMENTS AND PURCHASE OF
“WHEN ISSUED” SECURITIES

          The Accounts may enter into firm commitment agreements for the purchase of securities on a specified future date. Thus, the Accounts may purchase, for example, new issues of fixed-income instruments on a “when issued” basis, whereby the payment obligation, or yield to maturity, or coupon rate on the instruments may not be fixed at the time of the transaction. In addition, the Accounts may invest in asset-backed securities on a delayed delivery basis. This reduces the Accounts’ risk of early repayment of principal, but exposes the Accounts to some additional risk that the transaction will not be consummated.

          When the Accounts enter into firm commitment agreements, liability for the purchase price and the rights and risks of ownership of the securities accrue to the Accounts at the time they become obligated to purchase such securities, although delivery and payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of the agreement would be to obligate the Accounts to purchase the security at a price above the current market price on the date of delivery and payment. During the time the Accounts are obligated to purchase such securities they will be required to segregate assets (see “Segregated Accounts,” below).

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

          Mortgage-Backed and Asset-Backed Securities Generally. Some of the Accounts may invest in mortgage-backed and asset-backed securities, which represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans. Mortgage-backed securities include various types of mortgage-related securities such as government stripped mortgage-related securities, adjustable-rate mortgage-related securities and collateralized mortgage obligations. Some of the Accounts may also invest in asset-backed securities, which represent participation in, or are secured by and payable from, assets such as motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements and other categories of receivables. Such assets are pooled and securitized by governmental, government-related and private organizations through the use of trusts and special purpose entities and sold to investors. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for certain time periods by letters of credit or pool insurance policies issued by a financial institution unaffiliated with the trust or corporation. Other credit enhancements also may exist.

          Mortgage-Pass-Through Securities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various governmental agencies, such as GNMA, by government related organizations, such as FNMA and FHLMC, as well as by private issuers, such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies.

          Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

          Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees, and the creditworthiness of the issuers thereof, will be considered in determining whether a mortgage-related security meets an Account’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. An Account may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, TCIM determines that the securities meet the Account’s quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable. In addition, recent developments in the fixed-income and credit markets may have an adverse impact on the liquidity of mortgage-related securities.

          Collateralized Mortgage Obligations. Collateralized Mortgage Obligations (“CMOs”) are structured into multiple classes, each bearing a different stated maturity. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially

College Retirement Equities Fund § Statement of Additional Information B-11

guarded against a sooner than desired return of principal because of the sequential payments.

          The average maturity of pass-through pools of mortgage-related securities in which some of the Accounts may invest varies with the maturities of the underlying mortgage instruments. In addition, a pool’s stated maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, general economic and social conditions, the location of the mortgaged property and age of the mortgage. For example, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of the mortgage-related security. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the mortgage-related security. Accordingly, it is not possible to accurately predict the average life of a particular pool. Reinvestment of prepayments may occur at higher or lower rates than originally expected. Therefore, the actual maturity and realized yield on pass-through or modified pass-through mortgage-related securities will vary based upon the prepayment experience of the underlying pool of mortgages. For purposes of calculating the average life of the assets of the relevant Account, the maturity of each of these securities will be the average life of such securities based on the most recent estimated annual prepayment rate.

          Asset-Backed Securities Unrelated to Mortgage Loans. Some of the Accounts may invest in asset-backed securities that are unrelated to mortgage loans. To date, several types of asset-backed securities have been offered to investors, including Certificates for Automobile Receivables^SM (“CARS^SM”). CARS^SM represent undivided fractional interests in a trust whose assets consist of a pool of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARS^SM are passed through monthly to certificate holders, and are guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the trust. An investor’s return on CARS^SM may be affected by early prepayment of principal on the underlying vehicle sales contracts. If the letter of credit is exhausted, the trust may be prevented from realizing the full amount due on a sales contract because of state law requirements and restrictions relating to foreclosure sales of vehicles and the obtaining of deficiency judgments following such sales or because of depreciation, damage or loss of a vehicle, the application of federal and state bankruptcy and insolvency laws, or other factors. As a result, certificate holders may experience delays in payments or losses if the letter of credit is exhausted.

          Mortgage Dollar Rolls. Some Accounts may enter into mortgage “dollar rolls” in which the Account sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase substantially identical securities on a specified future date. To be considered “substantially identical,” the securities returned to an Account generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 2.5% of the initial amount delivered. The Account loses the right to receive principal and interest paid on the securities sold. However, the Account would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. Unless such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will diminish the investment performance of an Account compared with what such performance would have been without the use of mortgage rolls. An Account will hold and maintain in a segregated account until the settlement date cash or liquid assets in an amount equal to the forward purchase price. The benefits derived from the use of mortgage rolls may depend upon TCIM’s ability to predict correctly mortgage prepayments and interest rates. There is no assurance that mortgage rolls can be successfully employed. For financial reporting and tax purposes, some of the Accounts treat mortgage rolls as a financing transaction.

LENDING OF SECURITIES

          Subject to the Accounts’ investment restrictions relating to loans of portfolio securities set forth above, the Accounts may lend their securities to brokers and dealers that are not affiliated with Teachers Insurance and Annuity Association of America (“TIAA”), are registered with the SEC and are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and also to certain other financial institutions. All loans will be fully collateralized. In connection with the lending of its securities, an Account will receive as collateral cash, securities issued or guaranteed by the United States Government (i.e., Treasury securities), or other collateral permitted by applicable law, which at all times while the loan is outstanding will be maintained in amounts equal to at least 102% of the current market value of the loaned securities outstanding, or such lesser percentage as may be permitted by the New York State Insurance Department (not to fall below 100% of the market value of the loaned securities), as reviewed daily. The Account lending its securities will receive amounts equal to the interest or dividends paid on the securities loaned and in addition will expect to receive a portion of the income generated by the short-term investment of cash received as collateral or, alternatively, where securities or a letter of credit are used as collateral, a lending fee paid directly to the Account by the borrower of the securities. Such loans will be terminable by the Account at any time and will not be made to affiliates of CREF. The Accounts may terminate a loan of securities in order to regain record ownership of, and to exercise beneficial rights related to, the loaned securities, including but not necessarily limited to voting or subscription rights, and may, in the exercise of its fiduciary duties, terminate a loan in the event that a vote of holders of those securities is required on a material matter. The Accounts may pay reasonable fees to persons unaffiliated with the Account for services, or for arranging such loans or for acting as securities lending agent. Loans of securities will be made only to firms deemed creditworthy. As with any extension of credit, how-

B-12 Statement of Additional Information § College Retirement Equities Fund

ever, there are risks of delay in recovering the loaned securities, or in liquidating the collateral, should the borrower of securities default, become the subject of bankruptcy proceedings, or otherwise be unable to fulfill its obligations or fail financially.

REPURCHASE AGREEMENTS

          Repurchase agreements are one of several short-term vehicles the Accounts can use to manage cash balances effectively. In a repurchase agreement, the Accounts buy an underlying debt instrument on condition that the seller agrees to buy it back at a fixed price and time (usually no more than a week and never more than a year). Repurchase agreements have the characteristics of loans by an Account, and will be fully collateralized (either with physical securities or evidence of book entry transfer to the account of the custodian bank) at all times. During the term of the repurchase agreement the Account retains the security subject to the repurchase agreement as collateral securing the seller’s repurchase obligation, continually monitors the market value of the security subject to the agreement, and requires the Account’s seller to deposit with the Account additional collateral equal to any amount by which the market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement. The Accounts will enter into repurchase agreements only with member banks of the Federal Reserve System, or with primary dealers in U.S. Government securities or their wholly-owned subsidiaries whose creditworthiness has been reviewed and found satisfactory by TCIM and who have, therefore, been determined to present minimal credit risk.

          Securities underlying repurchase agreements will be limited to certificates of deposit, commercial paper, banker’s acceptances, or obligations issued or guaranteed by the United States Government or its agencies or instrumentalities, in which the Account may otherwise invest.

          If a seller of a repurchase agreement defaults and does not repurchase the security subject to the agreement, the Account would look to the collateral security underlying the seller’s repurchase agreement, including the securities subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Account; in such event the Account might incur disposition costs in liquidating the collateral and might suffer a loss if the value of the collateral declines. In addition, if bankruptcy proceedings are instituted against a seller of a repurchase agreement, realization upon the collateral may be delayed or limited.

CURRENCY TRANSACTIONS

          The value of the Accounts’ assets as measured in United States dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Accounts may incur costs in connection with conversions between various currencies. To minimize the impact of such factors on net asset values, the Accounts (except for the Money Market Account) may engage in foreign currency transactions in connection with their investments in foreign securities. These transactions may also let TCIM “lock in” exchange rates when buying or selling foreign securities on behalf of the Accounts. The Accounts will not speculate in foreign currency, and will enter into foreign currency transactions only to “hedge” the currency risk associated with investing in foreign securities.Although such transactions tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.

          The Accounts will conduct their currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market.

          By entering into a forward contract for the purchase or sale of foreign currency involved in an underlying security transaction, the Account is able to protect itself against possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when it appears that a particular foreign currency may suffer a substantial decline against the U.S. dollar, an Account may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when it appears that the U.S. dollar may suffer a substantial decline against a foreign currency, an Account may enter into a forward contract to buy that foreign currency for a fixed dollar amount.

           The Accounts may also hedge their foreign currency exchange rate risk by engaging in currency financial futures, options and “cross-hedge” transactions. In “cross-hedge” transactions, an Account holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that generally tracks the currency being hedged with regard to price movements). Such cross-hedges are expected to help protect an Account against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

          The Accounts may hold a portion of their respective assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

          The forecasting of short-term currency market movement is extremely difficult and whether a short-term hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of a foreign currency forward contract.

          Accordingly, the Accounts may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if TCIM’s predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addi-

College Retirement Equities Fund § Statement of Additional Information B-13

tion, the use of cross-hedging transactions may involve special risks, and may leave the Accounts in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that the Accounts will have flexibility to roll over the foreign currency forward contract upon its expiration if they desire to do so. Additionally, there can be no assurance that the other party to the contract will perform its obligations thereunder.

          There is no express limitation on the percentage of an Account’s assets that may be committed to foreign currency exchange contracts. The Accounts will not enter into foreign currency forward contracts or maintain a net exposure in such contracts when that Account would be obligated to deliver an amount of foreign currency in excess of the value of the Account’s portfolio securities or other assets denominated in that currency or, in the case of a cross-hedge transaction, denominated in a currency or currencies that the Account’s investment adviser believes will correlate closely to the currency’s price movements. The Accounts generally will not enter into forward contracts with terms longer than one year.

SWAP TRANSACTIONS

          The Accounts (other than the Money Market Account) may, to the extent permitted by the New York State Insurance Department and the SEC, enter into privately negotiated “swap” transactions with other financial institutions in order to take advantage of investment opportunities generally not available in public markets. In general, these transactions involve “swapping” a return based on certain securities, instruments, or financial indices with another party, such as a commercial bank, in exchange for a return based on different securities, instruments, or financial indices.

          By entering into swap transactions, the Accounts may be able to protect the value of a portion of their portfolio against declines in market value. The Accounts may also enter into swap transactions to facilitate implementation of allocation strategies between different market segments or countries or to take advantage of market opportunities that may arise from time to time. An Account may be able to enhance its overall performance if the return offered by the other party to the swap transaction exceeds the return swapped by the Account. However there can be no assurance that the return an Account receives from the counter-party to the swap transaction will exceed the return it swaps to that party.

          While the Accounts will only enter into swap transactions with counterparties TCIM considers creditworthy (and will monitor the creditworthiness of parties with which it enters into swap transactions), a risk inherent in swap transactions is that the other party to the transaction may default on its obligations under the swap agreement. If the other party to the swap transaction defaults on its obligations, CREF would be limited to contractual remedies under the swap agreement. There can be no assurance that CREF will succeed when pursuing its contractual remedies. To minimize an Account’s exposure in the event of default, the Accounts will usually enter into swap transactions on a net basis (i.e., the parties to the transaction will net the payments payable to each other before such payments are made). When an Account enters into swap transactions on a net basis, the net amount of the excess, if any, of the Account’s obligations over its entitlements with respect to each such swap agreement will be accrued on a daily basis and an amount of liquid assets having an aggregate market value at least equal to the accrued excess will be segregated by the Account’s custodian. To the extent an Account enters into swap transactions other than on a net basis, the amount segregated will be the full amount of the Account’s obligations, if any, with respect to each such swap agreement, accrued on a daily basis. (See “Segregated Accounts” below.)

          Swap agreements are considered to be illiquid by the SEC staff and will be subject to the limitations on illiquid investments previously described.

          To the extent that there is an imperfect correlation between the return an Account is obligated to swap and securities or instruments representing such return, the value of the swap transaction may be adversely affected. An Account therefore will not enter into a swap transaction unless it owns or has the right to acquire the securities or instruments representative of the return it is obligated to swap with the counterparty to the swap transaction. It is not the intention of the Accounts to engage in swap transactions in a speculative manner but rather primarily to hedge or manage the risks associated with assets held in, or to facilitate the implementation of portfolio strategies of purchasing and selling assets for, an Account’s portfolio.

SEGREGATED ACCOUNTS

          In connection with when issued securities, firm commitments, forward purchases of foreign currencies and certain other transactions in which any of the Accounts incur an obligation to make payments in the future, the Account involved may be required to segregate assets with its custodian bank in amounts sufficient to settle the transaction. To the extent required, such segregated assets will consist of assets such as cash, United States Government securities or other appropriate securities as may be permitted by law.

SPECIAL CONSIDERATIONS AFFECTING FOREIGN INVESTMENTS

          As described more fully in the Prospectus, certain Accounts may invest in foreign securities including those in emerging markets. In addition to the general risk factors discussed in the Prospectus, there are a number of country- or region-specific risks and other considerations that may affect these investments. Many of the risks are more pronounced for investments in emerging market countries, as described below.

          On December 31, 2007, foreign investments (including securities held as collateral for stock lending) represented the following percentages of market value for each Account:

Stock Account		Global Equities Account		Growth Account		Equity Index Account		Bond Market Account		Inflation- Linked Bond Account		Social Choice Account		Money Market Account
25.00	%	52.50	%	4.24	%	0.02	%	6.84	%	0.00	%	2.00	%	10.26	%

           To meet an Account’s investment objective, the Investment Committee or the Board can change the percentage of the portfolio devoted to foreign investments, subject to the limits in CREF’s charter.

B-14 Statement of Additional Information § College Retirement Equities Fund

          General

          Since foreign companies may not be subject to accounting, auditing or financial reporting practices, disclosure and other requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a U.S. company, and it may be difficult to interpret the information that is available. There may be difficulties in obtaining or enforcing judgments against foreign issuers and it also is often more difficult to keep currently informed of corporate actions which affect the prices of portfolio securities. In certain countries, there is less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States.

          Volume and liquidity in most foreign markets are less than in the United States, and securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Notwithstanding the fact that each Account generally intends to acquire the securities of foreign issuers only where there are public trading markets, investments by an Account in the securities of foreign issuers may tend to increase the risks with respect to the liquidity of the Account’s portfolio and the Account’s ability to meet a large number of shareholder redemption requests should there be economic or political turmoil in a country in which the Account has a substantial portion of its assets invested or should relations between the United States and foreign countries deteriorate markedly. Securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. Fixed commissions on some foreign securities exchanges are higher than negotiated commissions on U.S. exchanges, although TCIM endeavors to achieve most favorable net results on their portfolio transactions.

          Foreign markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct these transactions. Settlement practices for transactions in foreign markets may differ from those in the U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of “failed settlement.” The inability of an Account to make intended security purchases due to settlement problems could cause the Account to miss attractive investment opportunities. Losses to the Account due to subsequent declines in the value of portfolio securities, or liabilities arising out of the Account’s inability to fulfill a contract to sell these securities, could result from failed settlements. In addition, evidence of securities ownership may be uncertain in many foreign countries. As a result, there is a risk that an Account’s trade details could be incorrectly or fraudulently entered at the time of the transaction, resulting in a loss to the Account.

          With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect the Account’s investments in those countries. The economies of some countries differ unfavorably from the U.S. economy in such respects as growth of national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, the internal politics of some foreign countries are not as stable as in the United States. Governments in certain foreign counties continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.

          Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

          Investment and Repatriation Restrictions

          Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and at times, preclude investment in certain of such countries (especially countries in emerging markets) and increase the cost and expenses of Accounts investing in them. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the Accounts invest. In addition, the repatriation (i.e., remitting back to the United States) of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents. The Account could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.

          Taxes

          The dividends and interest payable on certain of the Accounts’ foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the Accounts’ participants.

          Emerging Market Securities

          An emerging market security is one issued by a foreign government or private issuer that has one or more of the following characteristics: (i) its principal securities trading market is in an emerging market country, (ii) alone or on a consolidated basis it derives 50% or more of its annual revenue from goods produced, sales made or services performed in emerging markets or (iii) it is organized under the laws of, or has a principal office in, an emerging market country. Based on these criteria, it is possible for a security to be considered issued by an issuer in more than one country. Therefore, it is possible for the securities of any issuer that has one or more of these characteristics in connection with any emerging market country not to be considered an emerging market security if it has one or more of these characteristics in connection with a developed country.

College Retirement Equities Fund § Statement of Additional Information B-15

          Emerging Markets

          Investments in companies domiciled in emerging market countries may be subject to potentially higher risks than investments in companies in developed countries. The term “emerging market” describes any country which is generally considered to be an emerging or developing country by major organizations in the international financial community, such as the International Bank for Reconstruction and Development (more commonly known as the “World Bank”) and the International Finance Corporation. Emerging markets can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most nations located in Western Europe.

          Risks of investing in emerging markets and emerging market securities include (i) less social, political and economic stability; (ii) the smaller size of the markets for these securities and the currently low or nonexistent volume of trading that results in a lack of liquidity and in greater price volatility; (iii) the lack of publicly available information, including reports of payments of dividends or interest on outstanding securities; (iv) certain national policies that may restrict the Account’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (v) local taxation; (vi) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vii) the absence until recently, in certain countries, of a capital structure or market-oriented economy; (viii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events in these countries; (ix) restrictions that may make it difficult or impossible for the Account to vote proxies, exercise shareholder rights, pursue legal remedies, and obtain judgments in foreign courts; (x) the risk of uninsured loss due to lost, stolen, or counterfeit stock certificates; and (xi) possible losses through the holding of securities in domestic and foreign custodial banks and depositories.

          In addition, some countries in which the Accounts may invest have experienced substantial, and in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctua-tions in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries. The repatriation of investment income, capital and proceeds of sales described above are also relevant to investments in companies domiciled in emerging market countries. Further, the economies of emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

          Investment in Canada

          The United States is Canada’s largest trading partner, and developments in economic policy do have a significant impact on the Canadian economy. The expanding economic and financial integration of the United States, Canada and Mexico through the NAFTA Agreement has made, and will likely continue to make, Canadian economy and securities market more sensitive to North American trade patterns. Growth in developing nations overseas will likely change the composition of Canada’s trade and foreign investment composition in the near future.

          Canada’s parliamentary system of government is, in general, stable. However, one of the provinces, Quebec, does have a “separatist” party whose objective is to achieve sovereignty and increased self-governing legal and financial powers.

          Canada is a major producer of commodities such as forest products, metals, agricultural products, and energy related products like oil, gas, and hydroelectricity. Accordingly, changes in the supply and demand of such commodity resources, both domestically and internationally, can have a significant effect on Canadian market performance.

          Investment in Europe

          The European Union (EU) is an intergovernmental and supranational union of 27 European countries, known as member states. A key activity of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency (for 15 members) and a common trade policy. The most widely used currency in the EU (and the unit of currency of the European Economic and Monetary Union (EMU)) is the euro, which is in use in 15 of the 27 member states. In addition to adopting a single currency, EMU member countries no longer control their own monetary policies. Instead, the authority to direct monetary policy is exercised by the European Central Bank.

          In the transition to the single economic system, significant political decisions will be made which will affect the market regulation, subsidization and privatization across all industries, from agricultural products to telecommunications.

          While economic and monetary convergence in the EU may offer new opportunities for those investing in the region, investors should be aware that the success of the EU is not wholly assured. Europe must grapple with a number of challenges, any one of which could threaten the survival of this monumental undertaking. Fifteen disparate economies must adjust to a unified monetary system, the absence of exchange rate flexibility, and the loss of economic sovereignty. Europe’s economies are diverse, its governments are decentralized, and its cultures differ widely. Unemployment is historically high and could pose political risk. One or more member countries might exit the union, placing the currency and banking system in jeopardy. Major issues currently facing the EU cover its membership, structure, procedures and policies; they include the adoption, abandonment or adjustment of the new constitutional treaty, the EU’s enlargement to the south and east, and resolving the EU’s problematic fiscal and democratic accountability. Efforts of the member states to continue to unify their economic and monetary policies may increase the potential for similarities in the movements of European markets and reduce the benefit of diversification within the region.

          The EU has been extending its influence to the east. It has accepted new members that were previously behind the Iron Curtain, and has plans to accept several more in the medium-term. For former Iron Curtain countries, membership serves as a strong political impetus to employ tight fiscal and monetary policies. Nevertheless, several entrants in recent years are former Soviet satellites and remain burdened to various extents by the

B-16 Statement of Additional Information § College Retirement Equities Fund

inherited inefficiencies of centrally planned economies similar to that which existed under the old Soviet Union.

          Further expansion of EU membership has long-term economic benefits, but the remaining European countries are not viewed as currently suitable for membership, especially the troubled economies of countries further east. Also, as the EU continues to enlarge eastward, the candidate countries’ accessions tend to grow more controversial.

          The EU has the largest economy in the world according data compiled by the International Monetary Fund, and is expected to grow further over the next decade as more countries join. However, although the EU has set itself an objective to become “the world’s most dynamic and competitive economy” by the year 2010, it is now generally accepted that this target will not be met. The EU’s economic growth has been below that of the United States most years since 1990, and the economic performance of certain of its key members, including Germany and Italy, is a matter of serious concern to policy makers.

          Investing in euro-denominated securities entails risk of being exposed to a relatively new currency that may not fully reflect the strengths and weaknesses of the disparate economies that make up the EU. In addition, many European countries rely heavily upon export-dependent businesses and fluctuations in the exchange rate between the euro and the dollar can have either a positive or a negative effect upon corporate profits.

          Investment in Eastern Europe

          Investing in the securities of Eastern European issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe.

          Changes occurring in Eastern Europe today could have long-term potential consequences. These changes could result in rising standards of living, lower manufacturing costs, growing consumer spending, and substantial economic growth. However, investment in most countries of Eastern Europe is highly speculative at this time.

          Recent political and economic reforms do not eliminate the possibility of a return to centrally planned economies and state-owned industries. Investments in Eastern European countries may involve risks of nationalization, expropriation and confisca-tory taxation. In many of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of western market economies, little or no experience in trading in securities, no accounting or financial reporting standards, a lack of a banking and securities infrastructure to handle such trading, and a legal tradition which does not recognize rights in private property.

          Further, the governments in such countries may require governmental or quasi-governmental authorities to act as a custodian of the Accounts’ assets invested in such countries, and these authorities may not qualify as a foreign custodian under the 1940 Act and exemptive relief from such Act may be required. All of these considerations are among the factors that result in significant risks and uncertainties arising from investing in Eastern Europe.

          Investment in Latin America

          The political history of certain Latin American countries has been characterized by political, economic and social instability, intervention by the military in civilian and economic spheres, and political corruption. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalizations, hyperinflation, debt crises, sudden and large currency devaluation, and military intervention. However, there have been changes in this regard, particularly in the past decade. Democracy is beginning to become well established in some countries. A move to a more mature and accountable political environment is well under way. Domestic economies have been deregulated, privatization of state-owned companies has progressed, and foreign trade restrictions have been relaxed. Nonetheless, to the extent that events such as those listed above that increase the risk of investment in this region continue in the future, they could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets.

          Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

          Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the Accounts to engage in foreign currency transactions designed to protect the value of the Accounts’ interests in securities denominated in such currencies. A number of Latin American countries are among the largest debtors of developing countries. Argentina’s bankruptcy in the early 2000s and the resulting financial turmoil in its neighboring countries are just the latest chapters in Latin America’s long history of foreign debt and default. Almost all of the region’s economies have become highly dependent upon foreign credit and loans from external sources to fuel their state-sponsored economic plans. Government profligacy and ill-conceived plans for modernization have exhausted these resources with little benefit accruing to the economy and most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the foreign debt and other loans is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

College Retirement Equities Fund § Statement of Additional Information B-17

          Investment in Japan

          Government-industry cooperation, a strong work ethic, mastery of high technology, emphasis on education, and a comparatively small defense allocation helped Japan advance with extraordinary speed to become one of the largest economic powers along with the United States and the EU. Despite its impressive history, investors face special risks when investing in Japan.

          The Japanese economy languished for much of the 1990s, possibly due to a lack of effective governmental action in the areas of tax reform to reduce high tax rates, banking regulation to address enormous amounts of bad debt, and economic reforms to attempt to stimulate spending but has recovered steadily since the early 2000s. Nonetheless, the yen has had a history of unpredictable and volatile movements against the U.S. dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. Finally, the Japanese stock market has experienced wild swings in value over time and has often been considered sig-nificantly over-valued.

          Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However there is no guarantee this favorable trend will continue.

          Overseas trade is important to Japan’s economy. Japan has few natural resources and must export to pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly visible products such as automobiles, machine tools and semiconductors and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the United States. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term.

          Beginning in the late 1990s, the nation’s financial institutions were successfully overhauled under the strong leadership of the government. Banks, in particular, disposed of their huge overhang of bad loans and trimmed their balance sheets, and are now competing with foreign institutions as well as other types of financial institutions. The successful financial sector reform coincided with Japan’s economic recovery. Many Japanese companies cut costs, took care of unfunded pension liabilities and wrote off impaired assets during the last few years. As the Japanese economy began to grow again, it achieved improved profitability and earnings growth.

          Investment in Asia other than Japan

          The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers and result in significant disruption in securities markets. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the EU.

          Certain Asian countries may have managed currencies which are maintained at artificial levels to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Asian countries also may restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for certain currencies and it would, as a result, be difficult for the Accounts to engage in foreign currency transactions designed to protect the value of the Accounts’ interests in securities denominated in such currencies.

          A number of Asian companies are highly dependent on foreign loans for their operation which could impose strict repayment term schedules and require significant economic and financial restructuring.

          Depositary Receipts

          Certain Accounts may invest in American, European and Global Depositary Receipts (“ADRs,” “EDRs” and “GDRs”, respectively). They are alternatives to the purchase of the underlying securities in their national markets and currencies. Although their prices are quoted in U.S. dollars, they do not eliminate all the risks of foreign investing.

          ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. To the extent that an Account acquires ADRs through banks which do not have a contractual relationship with the foreign issuer of the security underlying the ADR to issue and service such ADRs, there may be an increased possibility that the Account would not become aware of, and be able to respond to, corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in ADRs rather than directly in the stock of foreign issuers, an Account will avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for ADRs quoted on a national securities exchange or the national market system, including NASDAQ Stock Market, Inc. (“NAS-DAQ”). The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.

          EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

OTHER INVESTMENT TECHNIQUES AND OPPORTUNITIES

          CREF has been an industry leader in devising investment strategies for retirement investing, including developing sophisticated research methods and dividing a portfolio into segments, some designed to track the U.S. markets as a whole and others that are actively-managed and selected for their investment potential.

B-18 Statement of Additional Information § College Retirement Equities Fund

          TCIM may take certain actions with respect to merger proposals, tender offers, conversion of equity-related securities and other investment opportunities with the objective of enhancing an Account’s overall return, irrespective of how these actions may affect the weight of the particular securities in the Account’s portfolio.

          Each of the Accounts may invest up to 10% of its total assets in repurchase agreements and other illiquid securities that may not be readily marketable. Investment in illiquid securities poses risks of potential delays in resale. Limitations on resale may have an adverse effect on the marketability of portfolio securities and it may be difficult for the Account to dispose of illiquid securities promptly or to sell such securities for their fair market value.

PORTFOLIO TURNOVER

          The transactions an Account engages in are reflected in its portfolio turnover rate. The rate of portfolio turnover for each Account is calculated by dividing the lesser of the amount of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Account’s portfolio securities (excluding from the computation all securities, including options, with maturities at the time of acquisition of one year or less). A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Account and ultimately by the Account’s participants. However, because portfolio turnover is not a limiting factor in determining whether or not to sell portfolio securities, a particular investment may be sold at any time if investment judgment or Account operations make a sale advisable. The Accounts have no fixed policy with respect to portfolio turnover.

          For the year ended December 31, 2007, the portfolio turnover rates of certain of the Accounts changed significantly from portfolio turnover rates in 2006 as a result of a variety of factors.

          For example, the portfolio turnover rate of the Global Equities Account decreased to 107.91% for 2007, as compared with 137.49% for the same period in 2006, as a result of repositioning of the Account’s portfolio by its new portfolio management team. The new portfolio management team’s portfolio construction resulted in less trading and more long-term holdings. The Social Choice Account’s portfolio turnover rate decreased to 60.28% for 2007, as compared with 83.53% for the same period in 2006, primarily because the Account decreased the level of its mortgage dollar roll (“MDR”) positions within the fixed-income portion of the portfolio. MDRs are sold and repurchased every month which contributes to higher turnover rates. Similarly, the Bond Market Account’s portfolio turnover rate decreased to 173.82% for 2007, as compared with 218.63% for the same period in 2006, primarily because the Account reduced the level of its MDR positions. The Inflation-Linked Bond Account’s portfolio turnover rate decreased to 12.78% for 2007, as compared with 22.77% for the same period in 2006, due to the presence of fewer opportunities to do relative value trades.

          The portfolio turnover rates of the other Accounts did not change significantly from 2006 to 2007.

          No portfolio turnover rate is calculated for the Money Market Account due to the short maturities of the instruments purchased.

          Because a higher portfolio turnover rate will increase brokerage costs to the Accounts, each Account will carefully weigh the added costs of short-term investment against the gains anticipated from such transactions.

VALUATION OF ASSETS

          The assets of the Accounts are valued as of the close of each valuation day in the following manner:

INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE READILY AVAILABLE

          Investments for which market quotations are readily available are valued at the market value of such investments, determined as follows:

EQUITY SECURITIES

          An Account’s equity securities listed or traded on a national market or exchange are valued based on their sale price on such market or exchange at the close of business (usually 4:00 p.m. Eastern Time) on the date of valuation, or at the mean of the closing bid and asked prices if no sale is reported. Such an equity security may also be valued at fair value as determined in good faith using procedures approved by the Board of Trustees if events materially affecting the security’s value occur between the time its price is determined and the time the Account’s accumulation unit value is calculated.

FOREIGN INVESTMENTS

          An Account’s investments traded on a foreign exchange or in foreign markets are valued at the closing values of such securities as of the date of valuation under the generally accepted valuation method in the country where traded and converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. Since the trading of investments on a foreign exchange or in foreign markets is normally completed before the end of a valuation day, such valuation does not take place contemporaneously with the determination of the valuation of certain other investments held by an Account. If events materially affecting the value of foreign investments occur between the time their share price is determined and the time when an Account’s accumulation unit value is calculated, such investments will be valued at fair value as determined in good faith using procedures approved by the Board of Trustees. The fair value of foreign securities may be determined with the assistance of a pricing service, which attempts to calculate a fair value for securities based on numerous factors including correlations of a securities price with securities indices and other appropriate indicators, such as ADRs and futures contracts.

DEBT SECURITIES

          Debt securities (excluding money market instruments) for which market quotations are readily available are valued based on the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). These values will be obtained from an independent pricing service, except when TCIM believes that the prices do not accurately reflect the security’s fair value. Money market instruments (other than those in the Money Market Account) with maturities of one year or less are valued in the same manner as debt securities, or their values are obtained from a pricing matrix that has various types of money market instruments along one axis and

College Retirement Equities Fund § Statement of Additional Information B-19

various maturities along the other. All debt securities may also be valued at fair value as determined in good faith using procedures approved by the Board of Trustees.

THE MONEY MARKET ACCOUNT

          Except as set forth above, money market instruments for which market quotations are readily available are valued based on the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality, and type) obtained from either one or more of the major market-makers or from one or more of the financial information services for the securities to be valued. Short-term money market instruments with a remaining maturity of 60 days or less are valued on an amortized cost basis; provided, however, that if the valuation determined using the amortized cost method for such securities is materially different from the actual market value, then such short-term money market instruments will be valued at market value. Under the amortized cost method of valuation, the security is initially valued at cost on the date of purchase (or, in the case of securities purchased with more than 60 days remaining to maturity, the market value on the 61st day prior to maturity), and thereafter a constant proportionate amortization in value until maturity of the discount or premium is assumed. While this method provides certainty in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the price the Money Market Account would receive if it sold the security.

OPTIONS AND FUTURES

          Portfolio investments underlying options are valued as described above. Stock options written by any of the Accounts are valued at the last quoted sale price, or at the closing bid price if no sale is reported for the day of valuation as determined on the principal exchange on which the option is traded. The value of an Account’s net assets will be increased or decreased by the difference between the premiums received on writing options and the costs of liquidating such positions measured by the closing price of the options on the date of valuation.

          For example, when an Account writes a call option, the amount of the premium is included in the Account’s assets and an equal amount is included in its liabilities. The liability thereafter is adjusted to the current market value of the call. Thus, if the current market value of the call exceeds the premium received, the excess would be unrealized depreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized appreciation. If a call expires or if the Account enters into a closing purchase transaction, it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished. If a call is exercised, the Account realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale increased by the premium originally received.

          A premium paid on the purchase of a put will be deducted from an Account’s assets and an equal amount will be included as an investment and subsequently adjusted to the current market value of the put. For example, if the current market value of the put exceeds the premium paid, the excess would be unrealized appreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized depreciation.

          Stock and bond index futures, and options thereon, which are traded on commodities exchanges, are valued at their last sale prices as of the close of such commodities exchanges.

INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE

          Portfolio securities or other assets for which market quotations are not readily available will be valued at fair value as determined in good faith using procedures approved by the Board of Trustees. For more information about fair value pricing procedures, see “How We Value Assets” in the Prospectus.

DISCLOSURE OF PORTFOLIO HOLDINGS

          The Board of Trustees has adopted policies and procedures governing the disclosure by CREF and TCIM of CREF’s portfolio holdings to third parties, in order to ensure that this information is disclosed in a manner that is in the best interests of all CREF shareholders. As a threshold matter, except as described below, CREF and TCIM will not disclose CREF’s portfolio holdings to third parties, except as of the end of a calendar month, and no earlier than 30 days after the end of the calendar month. CREF will disclose its portfolio holdings to all third parties who request it after that period. In addition, CREF and TCIM may disclose the ten largest holdings of any Account to third parties ten days after the end of the calendar month.

          CREF and TCIM may disclose CREF’s portfolio holdings to third parties outside the time restrictions described above as follows:

• CREF’s holdings in any particular security can be made available to stock exchanges or regulators, and CREF’s holdings in a particular issuer’s securities can be made available to that issuer, in each case subject to approval of TCIM’s Area Compliance Officer, TCIM’s Chief Compliance Officer or an attorney employed by TCIM holding the title of Chief Counsel or above.

• CREF’s portfolio holdings can be made available to rating and ranking organizations subject to a written confidential-ity agreement in which the organization agrees not to trade on the information.

• CREF’s portfolio holdings can be made available to any other third party, as long as the recipient has a legitimate business need for the information and the disclosure of CREF’s portfolio holding information to that third party is:

• approved by an individual holding the title of Executive Vice President or above;

• approved by an individual holding the title of Chief Counsel or above; and

• subject to a written confidentiality agreement in which the third party agrees not to trade on the information.

          On an annual basis, the Board of Trustees of CREF and the board of directors of TCIM receive a report on compliance with these portfolio holdings disclosure procedures, as well as a current copy of the procedures for the Board’s review and approval.

B-20 Statement of Additional Information § College Retirement Equities Fund

          Currently, CREF has ongoing arrangements to disclose, in accordance with the time restrictions and all other provisions of its portfolio holdings disclosure policy, the portfolio holdings of the accounts to the following recipients: Lipper a Reuters company; Morningstar Inc.; Mellon Analytical Solutions; S&P; The Thomson Corporation; and Bloomberg L.P. Each of these entities receives portfolio holdings information on a quarterly basis at least 30 days after the end of the most recent calendar month. No compensation was received by CREF or TCIM or their affiliates as part of these arrangements to disclose portfolio holdings of CREF.

          In addition, occasionally CREF and TCIM disclose to certain broker-dealers an Account’s portfolio holdings, in whole or in part, in order to assist the portfolio managers when they are determining CREF’s portfolio management and trading strategies. These disclosures are done in accordance with CREF’s portfolio holdings disclosure policy.

          CREF sends summaries of its portfolio holdings to shareholders semi-annually as part of CREF’s annual and semi-annual reports. Full portfolio holdings are also filed with the SEC, and can be accessed from the SEC’s website at www.sec.gov, approximately 60 days after the end of each quarter (through Forms N-CSR and N-Q). You can request more frequent portfolio holdings information, subject to CREF’s policy as stated above, by writing to CREF at P.O. Box 4674, New York, NY 10164.

College Retirement Equities Fund § Statement of Additional Information B-21

MANAGEMENT OF CREF

THE BOARD OF TRUSTEES

          The Board of Trustees oversees CREF’s business affairs, which involve, among other things, approving the Accounts’ investment objectives and policies. The Board delegates the day-to-day management of the Accounts to TCIM and its officers (see below). The Board meets periodically to review, among other things, the Accounts’ activities, contractual arrangements with companies that provide services to the Accounts and the performance of the Accounts’ investment portfolios.

TRUSTEES AND OFFICERS

          The following table includes certain information about CREF trustees and officers, including positions held with CREF, length of office and time served and principal occupations in the last five years. The table also includes the number of portfolios in the fund complex overseen by each trustee and certain directorships held by each of them. The first table includes information about CREF’s disinterested trustees and the second table includes information about CREF’s officers. CREF has no interested trustees.

DISINTERESTED TRUSTEES

Name, Address and Date of Birth	Position(s) Held with CREF	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Forrest Berkley c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 Date of Birth (“DOB”): 4/25/54	Trustee	One-year term. Trustee since 2006.	Retired Partner (since 2006); Partner (1990-2005) and Head of Global Product Management (2003-2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003-2005).	61	Director and member of the Investment Committee, the Maine Coast Heritage Trust and the Boston Athenaeum; Investment Committee member, Gulf of Maine Research Institute, Maine Community Foundation and Carnegie Endowment for International Peace; and Director, Appalachian Mountain Club.
Nancy A. Eckl c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/6/62	Trustee	One-year term. Trustee since 2007.	Former Vice President (1990-2006) American Beacon Advisors, Inc. and Vice President of certain funds advised by American Beacon Advisors, Inc.	61	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc., Lazard World Dividend and Income Fund, Inc. and Member of the Board of Managers of Lazard Alternative Strategies Fund, LLC.
Eugene Flood, Jr. c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	Trustee	One-year term. Trustee since 2005.	President, and Chief Executive Officer (since 2000) and a Director (since 1994) of Smith Breeden Associates, Inc. (investment adviser).	61	None
Michael A. Forrester c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/5/67	Trustee	One-year term. Trustee since September 2007.	Chief Operating Officer, Copper Rock Capital Partners (since September 2007). Formerly, Chief Operating Officer, DDJ Capital Management (2003-2006); and Executive Vice President (2000-2002); Senior Vice President (1995-2000) and Vice President (1992-1995), Fidelity Investments.	61	None.
Howell E. Jackson c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	One-year term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), and Vice Dean for Budget (2003- 2006) and on the faculty (since 1989) of Harvard Law School.	61	None.
Nancy L. Jacob c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Chairman of the Board, Trustee	One-year term. Trustee since 1979.	President and Founder (since 2005) of NLJ Advisors, Inc. (investment adviser). Formerly, President and Managing Principal, Windemere Investment Associates (1997-2006); Chairman and Chief Executive Officer, CTC Consulting, Inc. (1994-1997); and Executive Vice President, U. S. Institutional Funds of the Pacific Northwest (1993-1996).	61	Director and Chairman of the Investment Committee of the Okabena Company (financial services).

B-22 Statement of Additional Information § College Retirement Equities Fund

DISINTERESTED TRUSTEES (continued)

Name, Address and Date of Birth	Position(s) Held with CREF	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees
Bridget A. Macaskill c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	One-year term. Trustee since 2003.	Principal and Founder BAM Consulting LLC (since 2003); and Independent Consultant for Merrill Lynch (since 2003). Formerly, Chairman, Oppenheimer Funds, Inc. (2000-2001); and Chief Executive Officer 1995-2001); President (1991-2000); and (Chief Operating Officer (1989-1995) of that firm.	61	Director, Prudential plc, Scottish & Newcastle plc (brewer), Federal National Mortgage Association (Fannie Mae); International Advisory Board, British-American Business Council.
James M. Poterba c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	One-year term. Trustee since 2006.	Head (since 2006) and Associate Head (1994-2000 and 2001-2006), Economics Department, Massachusetts Institute of Technology (MIT); Mitsui Professor of Economics, MIT (since 1996); and Program Director, National Bureau of Economic Research (since 1990).	61	Director, The Jeffrey Company and Jeflion Company (unregistered investment companies).
Maceo K. Sloan c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Trustee	One-year term. Trustee since 1991.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, CEO and CIO, NCM Capital Management Group, Inc. (since 1991); and Chairman and CEO, NCM Capital Advisers Inc. (since 2003).	61	Director, SCANA Corporation (energy holding company) and M&F Bancorp, Inc.
Laura T. Starks c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	Trustee	One-year term. Trustee since 2006.	Chairman, Department of Finance, the Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002), and Director, AIM Investment Center, McCombs School of Business, University of Texas at Austin (since 2000); Professor, University of Texas at Austin (since 1987); and Fellow, Financial Management Association (since 2002). Formerly, Associate Dean for Research, University of Texas at Austin (2001-2002); Associate Director for Research, the Center for International Business Education and Research, University of Texas at Austin (2000-2003); and Director of the Bureau of Business Research, University of Texas at Austin (2001-2002).	61	None

OFFICERS

Name, Address and Date of Birth	Position(s) Held with CREF	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Mary (Maliz) E. Beams TIAA-CREF 730 Third Avenue New York, NY 1017-3206 DOB: 3/29/56	Executive Vice President	One-year term. Executive Vice President since September 2007.	Executive Vice President of Individual Client Services of TIAA (since July 2007) and of TIAA-CREF Institutional Mutual Funds, CREF, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively, the “TIAA-CREF Fund Complex”) (since September 2007); President and Chief Executive Officer, TIAA-CREF Individual & Institutional Services, LLC (“Services”) (since July 2007); and Senior Managing Director and Head of Wealth Management Group, TIAA (since 2004). Formerly, Partner, Spyglass Investments (2002-2003); Partner and Managing Director, President of Global Business Development for the Mutual Fund Group and Head of International Mutual Fund and Offshore Businesses of Zurich Scudder Investments; and Head of U.S. Scudder Direct Retail Business and Chief Executive Officer of Scudder Brokerage (1997-2003).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/08/62	Chief Compliance Officer	One-Year Term. Chief Compliance Officer since February 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex; Vice President, Senior Compliance Officer of Asset Management Compliance of TIAA and Chief Compliance Officer of Advisors and TCIM (since February 2008). Formerly, Managing Director/Director of Global Compliance, AIG Investments (2000- 2008); Senior Vice President/Group Head, Regulatory Oversight Group, Scudder Kemper Investments, Inc. (1998-2000); Chief Compliance Officer/Vice President, Legal Department, Salomon Brothers Asset Management, Inc. (1997-1998); Assistant General Counsel/Director, Securities Law Compliance, The Prudential Insurance Company of America (1994-1997); and Enforcement Staff Attorney, U.S. Securities and Exchange Commission (1988-1994).

College Retirement Equities Fund § Statement of Additional Information B-23

OFFICERS (continued)

Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Gary Chinery TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/28/49	Vice President and Treasurer	One-year term. Vice President since 2004.	Vice President and Treasurer of TIAA, CREF and TIAA Separate Account VA-1 (since 2004), Vice President (since 2004) and Treasurer (2004-2/2007) of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds. Formerly, Second Vice President and Associate Treasurer TIAA-CREF Life Insurance Company (“TIAA-CREF Life”), Advisors TCIM, Services, Teachers Personal Investors Services, Inc. (“TPIS”), TIAA-CREF Tuition Financing, Inc. (“Tuition Financing”), and TCT Holdings, Inc. (1998-2003).
Scott C. Evans TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/11/59	Executive Vice President and Head of Asset Management	One-year term. Executive Vice President since 1998 and Head of Asset Management since 2006.	Executive Vice President (since 1999) and Head of Asset Management (since 2006) of TIAA, CREF and TIAA Separate Account VA-1. President and Principal Executive Officer of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (since 2/2007). Director of TPIS (since 2006) and Advisors (since 2004). President and Chief Executive Officer of TCIM, and Advisors and Manager of TCIM (since 2004). Formerly, Manager of TIAA Realty Capital Management, LLC (2004-2006), and Chief Investment Officer of TIAA (2004-2006) and CREF, TIAA Separate Account VA-1, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (collectively, the “TIAA-CREF Fund Complex”) (2003-2006); and Executive Vice President and Head of Asset Management of the TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (2006-2007).
Roger W. Ferguson, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/28/51	President and Chief Executive Officer	One-year term. President and Chief Executive Officer since April 2008.	President and Chief Executive Officer of TIAA (since April 2008), and President and Chief Executive Officer of CREF and TIAA Separate Account VA-1 (since April 2008). Formerly, Chairman, Head of Financial Services and member of the Executive Committee of Swiss Re America Holding Corporation (2006-2008); Vice Chairman and Member of the Board of Governors of the United States Federal Reserve System (1997-2006);and Partner and Associate, McKinsey & Company (1984-1997).
I. Steven Goldstein TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/24/52	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President, Public Affairs, of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly, Director of TIAA-CREF Life (2003-2006); Advisor for McKinsey & Company (2003); Vice President, Corporate Communications for Dow Jones & Co. and The Wall Street Journal (2001-2002); and Senior Vice President and Chief Communications Officer for Insurance Information Institute (1993-2001).
George W. Madison TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/17/53	Executive Vice President and General Counsel	One-year term. Executive Vice President and General Counsel since 2003.	Executive Vice President and General Counsel of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly, Executive Vice President, Corporate Secretary, and General Counsel of Comerica Incorporated (1997–2003).
Erwin W. Martens TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/8/56	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President, Risk Management, of TIAA and the TIAA-CREF Fund Complex (since 2003). Director of Advisors, TPIS, and Manager of TCIM. Formerly, Managing Director and Chief Risk Officer, Putnam Investments (1999–2003); and Head and Deputy Head of Global Market Risk Management, Lehman Brothers (1997-1999).
Dermot J. O’Brien TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/13/66	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President, Human Resources, of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly Director, TIAA-CREF Life (2003-2006); First Vice President and Head of Human Resources, International Private Client Division, Merrill Lynch & Co. (1999–2003); and Vice President and Head of Human Resources, Japan Morgan Stanley (1998–1999).
Marjorie Pierre-Merritt TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/28/66	Vice President and Acting Corporate Secretary	One-year term. Vice President and Acting Corporate Secretary since September 2007.	Vice President and Acting Chief Compliance Secretary of TIAA and the TIAA-CREF Fund Complex (since September 2007). Assistant Corporate Secretary of TIAA (2006-2007); Assistant Corporate Secretary of The Dun & Bradstreet Corporation (2003-2006); and Counsel, The New York Times Company (2001-2003).
Georganne C. Proctor TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/25/56	Executive Vice President and Officer	One-year term. Executive Vice Chief Financial Officer since 2006.	Executive Vice President and Chief Financial Officer of TIAA, CREF and TIAA Separate Account VA-1 (since 2006). Manager and Executive Vice President of TCIM, Director and Executive Vice President of Advisors. Formerly, Executive Vice President and Chief Financial Officer of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (2006-2/2007); Executive Vice President, Finance, Golden West Financial Corporation (2002-2006); and Senior Vice President, Chief Financial Officer and Director, Bechtel Group, Inc. (1999-2002).
Cara L. Schnaper TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 2/13/54	Executive Vice President	One-year term. Executive Vice President since February 2008.	Executive Vice President, Technology and Operations of TIAA, and Executive Vice President of the TIAA-CREF Fund Complex (since February 2008). Formerly, Principal, Market Resolve, LLC (2006- February 2008); and Head, Middle Office, Investment Banking (2000-2002), Head, Technology and Operations, Equities (1999-2000) and Chief Operating Officer Technology and Operations, Emerging Markets, Foreign Exchange and Commodities (1997-1999), JP Morgan Chase & Co.
Bertram L. Scott TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/26/51	Executive Vice President	One-year term. Executive Vice President since 2001.	Executive Vice President, Strategy Implementation and Policy of TIAA and the TIAA-CREF Fund Complex (since 2006). Director and President of TIAA-CREF Enterprises, Inc. (since 2000). Formerly, Executive Vice President, Product Management of TIAA and the TIAA-CREF Fund Complex (2000–2005); and President and Chief Executive Officer, Horizon Mercy (1996–2000).
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/21/58	Executive Vice President	One-year term. Executive Vice President since 2006.	Executive Vice President, Institutional Client Services (since 2006). Director of Tuition Financing and Manager of Services. President and CEO, TIAA-CREF Redwood, LLC. Formerly, Senior Vice President, Pension Products (2003–2006) and Vice President, Support Services (1998–2003) of TIAA and the TIAA-CREF Fund Complex.

B-24 Statement of Additional Information § College Retirement Equities Fund

EQUITY OWNERSHIP OF TRUSTEES

          The following chart includes information relating to equity securities that are beneficially owned by CREF Trustees in CREF and in all registered investment companies in the same “family of investment companies” as CREF as of December 31, 2007. At that time, CREF’s family of investment companies included CREF, TIAA-CREF Institutional Mutual Funds (including the TIAA-CREF Lifecycle Funds), TIAA-CREF Life Funds and TIAA Separate Account VA-1.

DISINTERESTED TRUSTEES

Name of Trustee	Dollar Range of Equity Securities in CREF	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Forrest Berkley	Over $100,000	Over $100,000
Nancy A. Eckl	$10,001 - $50,000	$50,001 - $100,000
Eugene Flood, Jr.	None	Over $100,000
Michael A. Forrester	$10,001 - $50,000	$10,001 - $50,000
Howell E. Jackson	$50,001 - $100,000	Over $100,000
Nancy L. Jacob	Over $100,000	Over $100,000
Bridget A. Macaskill	None	Over $100,000
James M. Poterba	Over $100,000	Over $100,000
Maceo K. Sloan	Over $100,000	Over $100,000
Laura T. Starks	Over $100,000	Over $100,000

TRUSTEE AND OFFICER COMPENSATION

          The following table shows the compensation received from CREF and the TIAA-CREF Fund complex by each non-officer trustee for the year ended December 31, 2007. CREF’s officers receive no compensation from any fund in the TIAA-CREF Fund complex. For purposes of the chart, the TIAA-CREF Fund complex consists of: CREF, TIAA Separate Account VA-1, TIAA-CREF Life Funds, TIAA-CREF Institutional Mutual Funds (including the TIAA-CREF Lifecycle Funds) and TIAA-CREF Mutual Funds (which were merged into a corresponding series of the TIAA-CREF Institutional Mutual Funds as of April 20, 2007), each a registered investment company.

DISINTERESTED TRUSTEES

Name	Aggregate Compensation From CREF		Long Term Performance Contribution As Part of CREF Expenses		Total Compensation Paid From TIAA-CREF Fund Complex
Forrest Berkley*	$	158,649.00	$	68,982.61	$	247,500.00
Nancy A. Eckl	$	83,910.31	$	51,668.20	$	147,500.00
Eugene Flood, Jr.	$	188,533.37	$	68,982.61	$	280,000.00
Michael A. Forrester	$	50,695.61	$	34,578.37	$	92,500.00
Howell E. Jackson	$	194,258.75	$	68,982.61	$	286,250.00
Nancy L. Jacob	$	259,949.88	$	68,982.61	$	357,500.00
Bridget A. Macaskill	$	108,017.86	$	68,982.61	$	192,500.00
James M. Poterba*	$	156,315.39	$	68,982.61	$	245,000.00
Maceo K. Sloan*	$	234,594.48	$	68,982.61	$	330,000.00
Laura T. Starks	$	163,219.47	$	68,982.61	$	252,500.00

* The compensation, or a portion of it, was not actually paid based on the prior election of the trustees to the trustees to defer receipt of payment in accordance with the provisions of a deferred compensation plan for non-officer trustees. Excluding this year’s deferrals, a total of $287,022.33 including interest, earned across the fund complex has been deferred for prior years’ service, including interest through December 31, 2007, for all current trustees who had elected to defer their compensation.

          The Board has approved trustee compensation at the following rates effective January 1, 2008: an annual retainer of $50,000; a Board and committee meeting fee of $2,500 ($1,000 per conference call meetings to review investment performance of the Accounts); an annual long-term compensation contribution of $75,000; an annual committee chair fee of $10,000 ($15,000 for the chairs of the Operations and the Audit and Compliance Committees); an annual Board chair fee of $25,000; and an annual Operations and Audit and Compliance Committee member fee of $5,000. The trustees also receive $2,500 per meeting for attending any shareholder meetings. Trustee compensation reflects service to all of the investment companies within the TIAA-CREF Fund Complex and is pro-rated to those companies based upon assets under management. The level of compensation is evaluated regularly and is based on a study of compensation at comparable companies, the time and responsibilities required of the trustees, and the need to attract and retain well-qualified Board members.

          CREF has a long-term compensation plan for non-officer trustees. Currently, under this unfunded plan, annual contributions equal to $75,000 are allocated to notional investments in TIAA-CREF products (like TIAA or CREF annuities and/or certain mutual funds) selected by each trustee. After the trustee leaves the Board, benefits will be paid in a lump sum or in annual installments over 5, 10, 15 or 20 years, as requested by the trustee. The Board may waive the mandatory retirement policy for the trustees, which would delay the commencement of benefit payments until the trustee eventually retires from the Board. Pursuant to a separate deferred compensation plan, non-officer trustees also have the option to defer payments of their basic retainer, additional retainers and/or meeting fees and allocate those amounts to notional investments in TIAA-CREF products (like TIAA or CREF annuities and/or certain mutual funds) selected by each trustee. Benefits under that plan are also paid in a lump sum or annual installments over 5, 10, 15 or 20 years, as requested by the trustee, after the trustee leaves the Board. The

College Retirement Equities Fund  §  Statement of Additional Information B-25

compensation table above does not reflect any payments under the long-term compensation plan.

BOARD COMMITTEES

          The Board has appointed the following standing committees, each with specific responsibilities for aspects of CREF’s operations:

(1)	An Audit and Compliance Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities for financial and operational reporting, internal controls and certain compliance and ethics matters. The Audit and Compliance Committee is charged with approving the appointment, compensation, retention (or termination) and oversight of the work of the Accounts’ independent registered public accounting firm. The Audit and Compliance Committee has adopted a formal written charter that is available upon request. During the fiscal year ended December 31, 2007, the Audit and Compliance Committee held six meetings. The current members of the Audit and Compliance Committee are Mr. Sloan (chair), Mr. Berkeley, Mr. Forrester, Ms. Macaskill and Prof. Poterba. Mr. Sloan has been designated the audit committee financial expert.
(2)	An Investment Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities for the management of the Accounts’ investments. During the fiscal year ended December 31, 2007, the Investment Committee held six meetings. The current members of the Investment Committee are Dr. Flood (chair), Mr. Berkley, Ms. Eckl, Dr. Jacob, Ms. Macaskill, Prof. Poterba and Mr. Sloan.
(3)	A Corporate Governance and Social Responsibility Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities for corporate social responsibility and corporate governance issues, including the voting of proxies of portfolio companies of the Accounts and the initiation of appropriate shareholder resolutions. During the fiscal year ended December 31, 2007, the Corporate Governance and Social Responsibility Committee held nine meetings. The current members of the Corporate Governance and Social Responsibility Committee are Prof. Poterba (chair), Mr. Forrester, Prof. Jackson and Dr. Starks.
(4)	An Executive Committee, consisting solely of independent trustees, which generally is vested with Board powers between Board meetings on matters that arise between Board meetings. During the fiscal year ended December 31, 2007, the Executive Committee did not hold any meetings. The current members of the College Retirement Equities Fund Executive Committee are Dr. Jacob (chair), Dr. Flood, Prof. Jackson, Prof. Poterba and Mr. Sloan.
(5)	A Nominating and Governance Committee, consisting solely of independent trustees, which nominates certain CREF officers and the members of the standing committees of the Board, and recommends candidates for election as trustees. During the fiscal year ended December 31, 2007, the Nominating and Governance Committee held fourteen meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Dr. Flood, Dr. Starks and Mr. Sloan.
(6)	An Operations Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities for operational matters of the Accounts, including oversight of contracts with third-party service providers and certain legal, compliance, finance, sales and marketing matters. During the fiscal year ended December 31, 2007, the Operations Committee held nine meetings. The current members of the Operations Committee are Prof. Jackson (chair), Ms. Eckl, Dr. Flood, Dr. Jacob and Dr. Starks.

          Participants can recommend, and the Nominating and Governance Committee will consider, nominees for election as trustees by providing potential nominee names and background information to the Secretary of CREF. The Secretary’s address is: Office of the Corporate Secretary, 730 Third Avenue, New York, New York 10017-3206 or trustees@tiaa-cref.org. Participants can also recommend nominees when casting votes for CREF’s annual meeting by writing in the name of the individual in the space provided on the CREF proxy card or, if voting through the Internet, noting their recommended nominee in the “comments” section.

PROXY VOTING POLICIES

          CREF has adopted policies and procedures to govern its voting of proxies of portfolio companies. CREF seeks to use proxy voting as a tool to promote positive returns for long-term shareholders. CREF believes that companies that follow good corporate governance practices and are responsive to shareholder concerns are more likely to produce better returns than those companies that do not follow these practices or act in such a manner.

          As a general matter, the Board of Trustees has delegated to TCIM responsibility for voting the proxies of the portfolio companies in accordance with Board approved guidelines established by the Corporate Governance and Social Responsibility Committee. Guidelines for proposals related to corporate governance proposals and social issues are articulated in the TIAA-CREF Policy Statement on Corporate Governance, attached as Appendix A to this SAI.

          TCIM has a team of professionals responsible for reviewing and voting each proxy. In analyzing a proposal, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include third-party proxy advisory firms, various corporate governance related publications and TIAA-CREF investment professionals. Based on their analysis of each proposal and guided by the TIAA-CREF Policy Statement on Corporate Governance, these professionals then vote in a manner intended solely to advance the interests of CREF’s shareholders. Occasionally, when a proposal relates to social or environmental concerns or governance issues not addressed in the TIAA-CREF Policy Statement on Corporate Governance, TCIM seeks guidance on how to vote from the Corporate Governance and Social Responsibility Committee.

          TCIM believes there are no material conflicts of interest that interfere with its proxy voting decisions on behalf of the Accounts. There may be rare instances in which a trustee or senior executive of CREF, TCIM or TCIM’s affiliates is either a director or executive of an portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions regarding the portfolio company.

B-26 Statement of Additional Information  §  College Retirement Equities Fund

          In order to ensure that proxy voting is aligned with the investment objective of the Social Choice Account, CREF has adopted special proxy voting policies for the Account. Shares of the companies held in the Social Choice Account will be voted consistent with the social criteria (or screens) considered by the Account in selecting companies for inclusion in its portfolio. In cases where TCIM is asked to vote on social matters that are not covered under the Account’s screens, TCIM will cast such votes in accordance with the policies and procedures described in TIAA-CREF’s Policy Statement on Corporate Governance.

          A report of proxies voted for CREF is made quarterly to CREF’s Board and/or the Corporate Governance and Social Responsibility Committee, noting any proxies that were voted in exception to the TIAA-CREF Policy Statement on Corporate Governance.

          A record of all proxy votes cast for the most recent 12-month period ended June 30, can be obtained, free of charge, at www.tiaa-cref.org, and on the SEC’s website at www.sec.gov.

INVESTMENT ADVISORY AND RELATED SERVICES

          Investment advisory services and related services for the Accounts are provided on an at-cost basis by personnel of TCIM. TCIM is a subsidiary of TIAA, CREF’s companion organization, and is registered as an investment adviser under the Investment Advisers Act of 1940. TCIM manages the investment and reinvestment of the assets of each Account, subject to the oversight of the Investment Committee and the Board of Trustees. The advisory personnel of TCIM perform all research, make recommendations, and place orders for the purchase and sale of securities. TCIM also provides for all portfolio accounting, custodial and related services for the assets of each Account.

          The table below reflects the total dollar amount of expenses attributable to investment advisory services for each Account for the fiscal years ended December 31, 2005, 2006, and 2007:

	2005		2006		2007
Stock Account	$	137,028,642	$	138,716,565	$	184,582,599
Global Equities Account	$	18,914,242	$	21,999,529	$	30,247,689
Growth Account	$	18,306,371	$	16,794,555	$	20,894,207
Equity Index Account	$	7,158,618	$	5,946,157	$	9,771,789
Bond Market Account	$	6,372,743	$	6,549,725	$	8,440,603
Inflation-Linked Bond Account	$	4,049,790	$	4,091,916	$	4,573,699
Social Choice Account	$	6,609,836	$	6,302,853	$	9,102,358
Money Market Account	$	4,806,865	$	5,246,860	$	7,311,576

PERSONAL TRADING POLICY

          CREF and Services have adopted codes of ethics under Rule 17j-1 of the 1940 Act. TCIM has adopted a code of ethics under Rule 204A-1 of the Investment Advisers Act of 1940. These codes govern the personal trading activities of certain employees, or “access persons,” and members of their households. While these individuals may invest in securities that may also be purchased or held by the Accounts, they must also generally pre-clear and report all transactions involving securities covered under the codes. In addition, access persons must generally send duplicates of all confirmation statements and other brokerage account reports to a special compliance unit for review. These codes of ethics have been filed with the SEC and may be obtained: (1) through the SEC’s Public Reference Room, call 1-202-551-8090 for more information; (2) through the EDGAR Database at www.sec.gov; (3) upon request at publicinfo@sec.gov; or (4) by writing the SEC’s Public Reference Section, Washington, DC 20549.

INFORMATION ABOUT THE ACCOUNTS’ PORTFOLIO MANAGEMENT TEAMS

STRUCTURE OF COMPENSATION FOR PORTFOLIO MANAGERS

          Equity portfolio management team members are compensated through a combination of base salary, annual performance awards and long-term compensation awards. Currently, the annual performance awards and long-term compensation awards are determined using three variables: investment performance (80% weighting), peer reviews (10% weighting) and manager-subjective ratings (10% weighting).

          Fixed-income portfolio management team members are compensated through a combination of base salary, annual performance awards, and long-term compensation awards. Currently, the annual performance awards and long-term compensation are determined by performance ratings which are reflective of investment performance and peer reviews

          CREF portfolio managers may receive two types of long-term compensation awards—TIAA-CREF Long-Term Performance Plan units and accumulation units of the Accounts they manage. Portfolio managers of the CREF Equity Index and Money Market Accounts receive all of their long-term compensation awards in Plan units. Portfolio managers of the other Accounts receive 50% of their long-term compensation awards in Plan units, and 50% in accumulation units of the Accounts they manage.

          Investment performance is calculated, where records are available, over four years, each ending December 31. For each year, the gross excess return (on a before-tax basis) of a portfolio manager’s mandate(s) is calculated versus each mandate’s assigned benchmark. This investment performance is averaged using a 40% weight for the most recent year, 30% for the second year, 20% for the third year and 10% for the fourth year. Utilizing the three variables discussed above, total compensation is calculated and then compared to compensation data obtained from surveys that include comparable investment firms. It should be noted that the total compensation can be increased or decreased based on the performance of the equity or fixed-income group (as applicable) as a unit and the relative success of the TIAA-CREF organization in achieving its financial and operational objectives.

College Retirement Equities Fund  §  Statement of Additional Information B-27

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

          The following chart includes information relating to the portfolio management team members listed in the Prospectus, such as other accounts managed by them (including registered investment companies and registered and unregistered pooled investment vehicles), total assets in those accounts, and the dollar range of equity securities owned in each of the Accounts they manage, as of December 31, 2007 (except as otherwise indicated).

	Number of Other Accounts Managed		Total Assets In Accounts Managed (millions)
Name of Portfolio Manager	Registered Investment Companies	Other Pooled Investment Vehicles	Registered Investment Companies		Other Pooled Investment Vehicles		Dollar Range of Equity Securities Owned in Fund
Stock Account
Hans L. Erickson, CFA	8	0	$	1,464	$	0	Over $1,000,000
Michael Holbert†	0	0	$	0	$	0	$0
Saira Malik†	0	0	$	0	$	0	$0
William Riegel, CFA	2	1	$	1,030	$	126	$500,001 - $1,000,000
Global Equities Account
Thomas M. Franks, CFA	3	2	$	135,170	$	75	$100,001 - $500,000
Athanasios (Tom) Kalefas, CFA	3	2	$	1,957	$	63	$0
Alexander Lee Muromcew	0	0	$	0	$	0	$1 - $10,000
John N. Tribolet	0	0	$	0	$	0	$0
Growth Account
Susan Hirsch	4	1	$	1,669	$	0	$10,001 - $50,000
Andrea Mitroff	4	0	$	135,015	$	0	$0
Equity Index Account
Philip James (Jim) Campagna, CFA	16	0	$	13,816	$	0	$10,001 - $50,000
Anne Sapp, CFA	16	0	$	13,816	$	0	$10,001 - $50,000
Bond Market Account
John M. Cerra	5	2	$	2,675	$	121	$10,001 - $50,000
Richard W. Cheng	5	1	$	2,675	$	0	$10,001 - $50,000
Stephen Liberatore, CFA	5	1	$	11,850	$	0	$0
Steven Raab, CFA	4	1	$	2,374	$	0	$10,001 - $50,000
Inflation-Linked Bond Account
Steven I. Traum	1	0	$	549	$	0	$0
Social Choice Account
Philip James (Jim) Campagna, CFA	14	1	$	4034	$	0	$0
Stephen Liberatore, CFA	5	1	$	9,714	$	121	$10,001 - $50,000
Anne Sapp, CFA	14	0	$	16,787	$	0	$1 - $10,000
Money Market Account
Michael F. Ferraro, CFA	2	0	$	1,536	$	0	$50,001 - $100,000

† The information is presented as of March 31, 2008.

POTENTIAL CONFLICTS OF INTEREST OF TCIM AND PORTFOLIO MANAGERS

          Portfolio managers of CREF’s Accounts may also manage other registered investment companies, unregistered investment pools and investment accounts, including accounts for TIAA or other proprietary accounts, which may raise potential conflicts of interest. TCIM has put in place policies and procedures designed to mitigate any such conflicts. Such conflicts and mitigating policies and procedures include the following:

          Conflicting Positions. Investment decisions made by TCIM for one or more of the Accounts may differ from, and may conflict with, investment decisions made by TCIM’s affiliated investment adviser, Teachers Advisors, Inc. (“Advisors”), for Advisors’ other client or proprietary accounts due to differences in investment objectives, investment strategies, account benchmarks, client risk profiles and other factors. As a result, of such differences, if an account were to sell a significant position in a security while a CREF Account maintained its position in that security, the market price of such securities could decrease and adversely impact the Account’s performance. In the case of a short sale, the selling account would benefit from any decrease in price

          Allocation of Investment Opportunities. Even where other accounts have similar investment mandates as an Account, Advisors may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more other client or proprietary accounts, but not for the Account, or are appropriate for the Account but in different amounts, terms or timing than is appropriate for other client or proprietary accounts. As a result, the amount, terms or timing of an investment by an Account may differ from, and performance may be lower than, investments and performance of Advisors’ other client or proprietary accounts.

          Aggregation and Allocation of Orders. TCIM may aggregate orders of one or more of the Accounts and its other accounts (including proprietary accounts), and orders of clients accounts managed by Advisors. Although aggregating orders is a common means of reducing transaction costs for participating accounts, TCIM may be perceived as causing one client account, such as an

B-28 Statement of Additional Information  §  College Retirement Equities Fund

Account, to participate in an aggregated transaction in order to increase TCIM’s overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for TCIM to disproportionately allocate securities expected to increase in value to certain client or proprietary accounts, at the expense of an Account. In addition, an Account may bear the risk of potentially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all.

          TCIM has adopted procedures designed to mitigate the foregoing conflicts of interests by treating each account, including each CREF Account, fairly and equitably over time in the allocation of investment opportunities and the aggregation and allocation of orders. The procedures are also designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. Moreover, TCIM’s trading activities are subject to supervisory review and compliance monitoring to help address and mitigate conflicts of interest and ensure that accounts are being treated fairly and equitably over time

          For example, in allocating investment opportunities, a portfolio manager considers an account’s investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. If aggregated orders are fully executed, each participating account is allocated its pro rata share on an average price and trading cost basis. In the event the order is only partially filled, each participating account receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an account’s benchmark and the portfolio manager is underweight in that security relative to the account’s benchmark. Moreover, the procedures set forth guidelines for trading priority with long sales of single securities generally having priority over short sales of the same or closely related securities.

          TCIM’s procedures also address basket trades (trades in a wide variety of securities – on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular account pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same trading priority guidelines as single security trades because an automated and systematic process is used to implement trades.

          Research. TCIM allocates brokerage commissions to brokers who provide execution and research services for one or more of the Accounts and some or all of TCIM’s other clients. Such research services may not always be utilized in connection with the Accounts or other client accounts that may have provided the commission or a portion of the commission paid to the broker providing the services. TCIM has adopted procedures with respect to these so-called “soft dollar” arrangements, including the use of brokerage commissions to pay for in-house and non-proprietary research, the process for allocating brokerage and TCIM’s practices regarding the use of third-party soft dollars.

          IPO allocation. TCIM has adopted procedures to ensure that it allocates initial public offerings to the Accounts and TCIM’s other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients.

          Compensation. The compensation paid to TCIM for managing the Accounts, as well as certain other clients, is based on a percentage of assets under management (on an at-cost basis). TCIM is not paid performance-based fees for its management of the Accounts or any other client accounts. Nevertheless, TCIM may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which TCIM has a proprietary interest or to certain other accounts in which TCIM received a larger asset-based fee.

CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTING AGENT

          State Street Bank and Trust Company, (“State Street”), 1776 Heritage Drive Quincy, MA 0217, acts as custodian for CREF. As custodian, State Street is responsible for the safe keeping of CREF’s portfolio securities. State Street also acts as fund accounting agent for CREF.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017, serves as the independent registered public accounting firm of CREF and has audited CREF’s financial statements for the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005. For fiscal years prior to 2005, a different accounting firm served as the independent registered public accounting firm for CREF.

BROKERAGE ALLOCATION

          TCIM is responsible for decisions to buy and sell securities for the Accounts as well as for selecting brokers and, where applicable, negotiating the commission rate paid. It is TCIM’s intention to place brokerage orders with the objective of obtaining the best price, execution and available-research and other data. When purchasing or selling securities traded on the over-the-counter market, TCIM generally will execute the transaction with a broker engaged in making a market for such securities. When TCIM deems the purchase or sale of a security to be in the best interests of more than one Account, it may, consistent with its fiduciary obligations, aggregate the securities to be sold or purchased.

          When TCIM deems the purchase or sale of a security to be in the best interests of an Account, its personnel also may, consistent with their fiduciary obligations, decide to buy or sell a security for that Account at the same time as for Advisors’ client or proprietary accounts, including (i) TIAA Separate Account VA-1, TIAA-CREF Life Funds or TIAA-CREF Institutional Mutual Funds, which they may also be managing on behalf of Advisors, or (ii) any other investment company or account whose assets TCIM or Advisors may be managing. In those events, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner.

College Retirement Equities Fund § Statement of Additional Information B-29

          Domestic brokerage commissions are negotiated, as there are no standard rates. All brokerage firms provide the service of execution of the order made; some brokerage firms also provide research and statistical data, and research reports on particular companies and industries are customarily provided by brokerage firms to large investors. In negotiating commissions, consideration is given by TCIM to the quality of execution provided and to the use and value of the data. 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. Currently, some foreign brokerage commissions are fixed under the local law and practice. There is, however, an ongoing trend to adopt a new system of negotiated commissions in many countries.

          Transactions in fixed-income instruments with dealers generally involve spreads rather than commissions. That is, the dealer generally functions as a principal, generating income from the spread between the dealer’s purchase and sale prices, rather than as a broker, charging a proportional or fixed fee.

          TCIM may place orders with brokers providing research and statistical data services even if lower commissions may be available from brokers not providing such services. When doing so, TCIM will determine in good faith that the commissions negotiated are reasonable in relation to the value of the brokerage and research provided by the broker viewed in terms of either that particular transaction or of the overall responsibilities of TCIM to the Accounts or other clients. In reaching this determination, TCIM will not necessarily place a specific dollar value on the brokerage or research services provided nor determine what portion of the broker’s compensation should be related to those services.

          Research or services obtained for one Account may be used by TCIM or Advisors in managing another Account or in managing other investment company accounts or funds. The research or services obtained may also be used by Advisors in managing its investment company clients. Under each such circumstance, the expenses incurred will be allocated in an equitable manner consistent with TCIM’s fiduciary duty to CREF.

          The following table shows the aggregate amount of brokerage commissions paid by the Accounts to firms that provided research services in 2007. Note that the provision of research services was not necessarily a factor in the placement of all this business with these firms.

	Aggregate $ Amount of Commissions Paid to Firms that Provided Research Services
Stock Account	$	23,366,195.00
Global Equities Account	$	5,309,677.00
Growth Account	$	4,551,408.00
Equity Index Account	$	189,952.00
Social Choice Account	$	81,066.00

          The aggregate amount of brokerage commissions paid by the Accounts for the fiscal years ending December 31, 2005, 2006 and 2007 was as follows:

Account	2005		2006		2007
Stock Account	$	74,200,000.00	$	84,300,000.00	$	86,074,764.00
Global Equities Account	$	18,000,000.00	$	40,900,000.00	$	29,721,573.00
Growth Account	$	19,600,000.00	$	27,800,000.00	$	19,720,122.00
Equity Index Account	$	315,430.00	$	210,811.00	$	204,326.00
Social Choice Account	$	161,515.00	$	77,578.00	$	350,117.00

          The decrease in brokerage commissions for the Global Equities Account in 2007 (from $40,900,000.00 in 2006 to $29,721,573.00 in 2007) was primarily the result of decreased turnover in portfolio holdings during 2007. The decrease in brokerage commissions for the Growth Account in 2007 (from $27,800,000.00 in 2006 to $19,720,122.00 in 2007) was primarily attributable to a greater percentage of account assets allocated to pure indexing strategies during 2007, which resulted in a lower average commission rate paid on trades executed. The increase in brokerage commissions for the Social Choice Account in 2007 (from $77,578.00 in 2006 to $350,117.00 in 2007) was primarily due to the purchase of several convertible preferred securities for the fixed-income portion of the Account during 2007. Trades of convertible preferred securities are typically executed at higher rates of commissions.

          During the fiscal year ended December 31, 2007, the Accounts acquired securities of certain of their regular brokers or dealers or their parents, where the parent derives more than 15% of its total revenue from securities related activities. These entities, and the value of the securities of these entities held by the Accounts as of December 31, 2007, are set forth below:

REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID:

Account	Broker	Parent	Holdings at12/31/07(US$)
Stock Account	Bank of America Corp.	Bank of America Corp.	$	1,074,242,513.06
	Bear Stearns & Co. Inc.	The Bear Stearns Companies Inc.	$	87,176,703.50
	D Carnegie & Co AB	D Carnegie & Co AB	$	749,928.14
	Citigroup Inc	Citigroup Inc	$	817,753,408.00
	Cowen Group Inc	Cowen Group Inc	$	810,746.52
	Credit Suisse Group	Credit Suisse Group	$	162,586,396.61
	Deutsche Bank AG	Deutsche Bank AG	$	51,874,141,84
	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	462,702,440.20
	HSBC Holdings PLC	HSBC Holdings PLC	$	260,471,969.22
	Investment Technology Group Inc	Investment Technology Group Inc	$	9,146,512.46
	Jefferies Group Inc	Jefferies Group Inc	$	10,911,985.25
	Knight Capital Group Inc	Knight Capital Group Inc	$	8,750,131.20
	Lazard Ltd	Lazard Ltd	$	64,603,460.52
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	$	330,743,183.36
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	$	278,855,575.68
	JPMorgan	JPMorgan Chase & Co	$	933,696,110.70
	Morgan Stanley	Morgan Stanley	$	325,032,509.57
	Piper Jaffray Companies Inc	Piper Jaffray Companies Inc	$	5,053,419.36
	Royal Bank of Canada (Local)	Royal Bank of Canada	$	107,543,762.88
	Royal Bank of Canada (ADR)	Royal Bank of Canada	$	6,921,024.00
	Banco Santander Coombia S.A.	Banco Santander Central Hispano	$	403,670,731.05
	Stifel Financial Corp	Stifel Financial Corp	$	4,1436,511.32
	Susquehanna Bancshares Inc	Susquehanna Bancshares Inc	$	8,610,558.00
	Thomas Weisel Partners Group	Thomas Weisel Partners Group	$	1,781,769.56
	UBS AG	UBS AG	$	250,303,064.79
	UOB-Kay Hian Holdings Ltd	UOB-Kay Hian Holdings Ltd	$	4,081,773.66
	Wachovia Corp	Wachovia Corp	$	383,716,737.20
	Wells Fargo & Co	Wells Fargo & Co	$	667,633,343.53

B-30 Statement of Additional Information § College Retirement Equities Fund

Account	Broker	Parent	Holdings at12/31/07(US$)
Global Equities Account	Bank of America Corp	Bank of America Corp	$	86,314,228.34
	Deutsche Bank AG	Deutsche Bank AG	$	17,465,787.97
	Skandinaviska Enskilda Bank - A	Skandinaviska Enskilda Bank - A	$	2,991,403.79
	The Goldman Sachs Group Inc.	The Goldman Sachs Group Inc.	$	33,905,643.20
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	$	28,824,684.00
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	$	22,419,720.40
	JP Morgan	JPMorgan Chase & Co	$	80,736,262.20
	Morgan Stanley	Morgan Stanley	$	25,108,549.15
	Nomura Holdings Inc	Nomura Holdings Inc	$	15,939,932.91
Growth Account	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	73,067,108.40
	Investment Technonogy Group Inc	Investment Technonogy Group Inc	$	1,882,850.76
	Lazard Ltd - CLA	Lazard Ltd - CLA	$	1,833,081.48
	Merill Lynch & Co Inc	Merill Lynch & Co Inc	$	16,232,295.20
	Morgan Stanley	Morgan Stanley	$	2,653,641.15
Equity Index Account	Bank of America Corp	Bank of America Corp	$	130,404,870.64
	Citigroup Inc	Citigroup Inc	$	103,524,170.24
	Cowen Group Inc	Cowen Group Inc	$	109,184.31
	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	62,512,024.30
	Investment Technology Group Inc	Investment Technology Group Inc	$	1,489,186.28
	JP Morgan	JPMorgan Chase & Co	$	106,195,037.40
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	$	24,639,010.72
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	$	33,742,067.04
	Morgan Stanley	Morgan Stanley	$	39,765,846.95
	Piper Jaffray Cos	Piper Jaffray Cos	$	630,600.48
	Susquehanna Banecshares Inc	Susquehanna Bancshares Inc	$	1,009,313.40
	Wells Fargo & Co	Wells Fargo & Co	$	72,915,914.46
Social Choice Account	Bank of America Corp	Bank of America Corp	$	78,540,184.18
	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	51,886,403.80
	Merill Lynch & Co Inc	Merill Lynch & Co Inc	$	32,707,707.12

          The Bond Market, Inflation-Linked Bond and Money Market Accounts did not acquire any securities of their regular broker-dealers based on commissions paid during 2007.

REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL:

Account	Broker	Parent	Holdings at12/31/07(US$)
Stock Account	Credit Suisse Group	Credit Suisse Group	$	162,586,396.61
	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	462,702,440.20
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	$	330,743,183.36
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	$	933,696,110.70
	JPMorgan	JPMorgan Chase & Co	$	933,696,110.70
	Morgan Stanley	Morgan Stanley	$	325,032,509.57
	UBS AG	UBS AG	$	250,303,064.79
Growth Equity Account	Bank of America Corp	Bank of America Corp	$	86,314,228.34
	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	33,905,643.20
	JPMorgan	JPMorgan Chase & Co	$	80,736,262.20
	UBS AG	UBS AG	$	47,515,134.22
Growth Account	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	73,067,108.40
	Investment Technology Group Inc	Investment Technology Group Inc	$	1,882,850.76
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	$	16,232,295.20
	Morgan Stanley	Morgan Stanley	$	2,653,641.15
Equity Index Account	Bank of America Corp	Bank of America Corp	$	130,404,870.64
	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	62,512,024.30
	Investment Technology Group Inc	Investment Technology Group Inc	$	1,489,186.28
	JPMorgan	JPMorgan Chase & Co	$	106,195,037.40
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	$	24,639,010.72
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	$	33,742,067.04
	Morgan Stanley	Morgan Stanley	$	39,765,846.95
Social Choice Account	Bank of America Corp	Bank of America Corp	$	78,540,184.18
	The Goldman Sachs Group Inc	The Goldman Sachs Group Inc	$	51,886,403.80
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	$	32,707,707.12

DIRECTED BROKERAGE

          In accordance with the 1940 Act, the Accounts have adopted a policy prohibiting the Accounts to compensate brokers or dealers for the sale or promotion of contracts by the direction of portfolio securities transactions for the Accounts to such brokers or dealers. In addition, TCIM has instituted policies and procedures so that TCIM personnel do not violate this policy of the Accounts.

ACCUMULATION UNIT VALUES

          For each Account, accumulation unit values are calculated at the end of each valuation day by multiplying the previous day’s values by the unit change factor for each Account. The unit change factor is calculated as A divided by B, where A and B are defined as:

          A. The change in value of the Account’s net assets at the close of the current valuation period, less premiums received during the current period.

          B. The value of the Account’s net assets at the end of the previous valuation period, plus the net effect of transactions made by the start of the current period.

VALUE OF ANNUITY UNITS

          A. The value of an annuity unit is defined in terms of a “basic annuity unit” which is established each year, as of March 31, for each income change method in each Account then providing annuity payments.

          B. The value of the basic annuity unit is determined for each income change method in each Account as A divided by B, where A and B are defined as follows:

          The Account’s annuity fund for the income change method as of March 31, reduced by the dollar amount of benefits payable under the income change method on April 1 under pay-out contracts in the Account as of March 31.

          The actuarial present value, expressed in units, of all future payments due on or after the next following May 1 under the income change method under pay-out contracts in the Account

College Retirement Equities Fund § Statement of Additional Information B-31

as of March 31. This liability is calculated on the basis of interest at an effective annual rate of 4% and a mortality table designed to approximate the current mortality rates of CREF annuitants.

          For participants beginning annuity income, the initial value of the annuity unit is the interim annuity unit value as of the annuity starting date. A separate interim annuity unit value is calculated daily for each annuity fund in each Account as of each valuation day. The interim annuity unit value reflects the actual investment and payment experience of the annuity fund to the current date, relative to the 4% assumed investment return. The interim annuity unit value also includes any changes expected to occur in the future because payments are revalued once a year or once a month, assuming the annuity fund earns the 4% assumed investment return in the future. At the end of each calendar quarter, the interim annuity unit value is also adjusted for mortality experience during the prior quarter.

          For participants under the annual income change method, the value of the annuity unit will remain the same until the following May 1. For those who have already begun receiving annuity income as of March 31, the value of the annuity unit for payments due on and after the next succeeding May 1 is equal to the basic annuity unit value determined as of such March 31. For participants under the monthly income change method, the value of the annuity unit is redetermined each month on the payment valuation date for the payment due on the first of the following month.

          When a participant or beneficiary receiving annuity income transfers annuity units under a particular income change method from one Account to another, the number of annuity units added to the Account(s) to which units are being transferred will be determined by multiplying the number of annuity units to be transferred by the interim annuity unit value for that income change method for the Account from which the annuity units are being transferred, and dividing by the interim annuity unit value for that income change method for the Account to which the annuity units are being transferred. For transfers on days other than March 31, under the annual payment income change method, the amount of annuity payments will not change following a transfer, until the basic annuity unit values are redetermined on the following March 31. Under the monthly income change method and for all transfers to or from the TIAA traditional annuity, your payments will change with the payment due after the first payment valuation date following the transfer date. Switches between the monthly and the annual income change methods will be effective only on March 31.

          The value of annuity units transferred from an Account under the annual income change method to TIAA is equal to A plus B, where A and B are defined as follows:

          The present value of the payments due after the first payment valuation date following the transfer date continuing to the following April 1, but not longer than such annuity units are payable.

          The present value of one interim annuity unit under the annual income change method multiplied by the number of annuity units, payable beginning on the following May 1 (or the May 1 of the following calendar year if the transfer is effective in April) continuing for as long as such annuity units are payable.

          The value of annuity units transferred from an Account under the monthly income change method to TIAA will be equal to the number of annuity units multiplied by the present value of one interim annuity unit under the monthly income change method payable beginning with the payment due after the first payment valuation date following the transfer date continuing for as long as such annuity units are payable.

          The present values will be calculated assuming interest at an effective annual rate of 4%, and the same mortality assumptions then in use for participants or beneficiaries converting an accumulation to an income option or method of payment at the age(s) as of the transfer date of the person(s) on whose life (lives) the annuity payments are based.

MODIFICATION

          CREF reserves the right, subject to approval by the Board of Trustees, to modify the manner in which the number and/or value of annuity units is calculated in the future. Any such modifi-cation, however, must be approved by the New York State Superintendent of Insurance.

PERIODIC REPORTS

          Prior to the time an entire accumulation has been applied to provide annuity payments, a participant will be sent a statement each quarter that sets forth the following:

          (1) Premiums paid during the quarter; (2) the number and dollar value of accumulation units credited to the participant during the quarter and in total in each Account; (3) cash withdrawals from each Account during the quarter; (4) any transfer to a funding vehicle other than TIAA or CREF during the quarter, if an amount remains in the participant’s accumulation after those transactions; (5) any transfers between Accounts or between CREF and TIAA during the quarter; and (6) the amount from each Account applied to begin annuity payments during the quarter.

          CREF also will transmit to participants, at least semiannually, reports containing the financial statements of the Accounts and a schedule of investments held in each Account in which they have accumulations.

VOTING RIGHTS

          How many votes a participant can cast on matters that require a vote of participants will be determined separately for each Account. You will have one vote per dollar of your assets in each Account’s accumulation fund, and/or one vote per dollar of the assets underlying your annuity in each Account’s annuity fund on the record date.

          Issues that affect all the Accounts in substantially the same way will be voted on by all participants, without regard to the individual Accounts. Issues that do not affect an Account will not be voted on by the Account. Issues that affect all Accounts, but in which their interests are not substantially the same, will be voted on separately by each Account.

          When the phrase “majority of outstanding voting securities” is used in the Prospectus and in this Statement of Additional Information, the phrase means the lesser of (a) 67% of the voting securities present, as long as the holders of at least half the voting securities are present or represented by proxy; or (b) 50% of the outstanding voting securities. Depending on what’s being decided, the percentages may apply to CREF as a whole or to any Account(s). If a majority of outstanding voting securities isn’t

B-32 Statement of Additional Information §College Retirement Equities Fund

required to decide a question, we will generally require a quorum of 10% of those securities, with a simple majority required to decide the issue. If laws, regulations, or legal interpretations make it unnecessary to submit any issue to a vote, or otherwise restrict Participant voting rights, we reserve the right to act as permitted.

GENERAL MATTERS

NO ASSIGNMENT OF CONTRACTS

          No assignment, pledge, or transfer of a contract, or of any of the rights or benefits conferred thereunder, may be made and any such action will be void and of no effect, except that spousal transfers on separation or divorce, and the transfer of rights and benefits under an RA contract to a participant by an employer under a delayed vesting arrangement, may be permitted.

PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC.

          CREF reserves the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. CREF will not be responsible for the conduct of any executor, trustee, guardian, or other third party to whom payment is made.

DISSOLVED INSTITUTIONS

          If your present or past employer dissolves or ceases operation, special rules will apply to your accumulation. For more information, contact us directly (see below).

CONTACTING CREF

          CREF will not consider any notice, form, request or payment to have been received until it reaches our home office: College Retirement Equities Fund, 730 Third Avenue, New York, New York 10017-3206. You can ask questions by calling toll-free 1 800 842-2776 Monday through Friday, 8 a.m. through 11 p.m. ET.

SIGNATURE REQUIREMENTS

          For some transactions, we may require your signature to be notarized or guaranteed by a commercial bank.

OVERPAYMENT OF PREMIUMS

          If your employer mistakenly sends more premiums on your behalf than you’re entitled to under your retirement plan or the IRC, we will refund them to your employer as long as we’re requested to do so (in writing) before you start receiving annuity income. Any time there is a question about premium refunds, CREF will rely on information from your employer. If you’ve withdrawn or transferred the amounts involved from your accumulation, we will not refund them.

CLAIMS OF CREDITORS

          Pursuant to CREF’s Charter as enacted by the New York State Legislature, the rights and benefits accruing to participants or other persons under the contracts generally are exempt from the claims of creditors, subject to any contrary requirements of law.

BENEFITS BASED ON INCORRECT INFORMATION

          If the amounts of benefits provided under a contract were based on information that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF appropriate adjustments will be made.

PROOF OF SURVIVAL

          CREF reserves the right to require satisfactory proof that anyone named to receive benefits under a contract is living on the date payment is due. If this proof is not received after a request in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. CREF maintains audit procedures designed to assure that annuity benefits will be paid to living persons entitled to receive those benefits. If, however, under a survivor annuity option CREF has overpaid benefits because of a death of which it was not notified, subsequent payments will be reduced or withheld until the overpayment has been recovered. CREF reserves the right to pursue any other remedies available to it.

LEGAL PROCEEDINGS

          CREF is not a party to any legal actions that are considered by CREF to be material.

STATE REGULATION

          CREF is subject to regulation by the New York State Superintendent of Insurance (“Superintendent”) as well as by the insurance regulatory authorities of certain other states and jurisdictions.

          CREF must file with the Superintendent both quarterly and annual statements on forms promulgated by the New York State Insurance Department. CREF’s books and assets are subject to review and examination by the Superintendent and the Superintendent’s agents at all times, and a full examination into the affairs of CREF is made at least every five years. In addition, a full examination of CREF’s operations is usually conducted periodically by some other states.

          CREF is also subject to the requirements of the New York State Not-For-Profit Corporation Law.

LEGAL MATTERS

          All matters of applicable state law pertaining to the contracts, including CREF’s right to issue the contracts thereunder, have been passed upon by George W. Madison, Executive Vice President and General Counsel. Dechert LLP serves as legal counsel to CREF and has provided advice to CREF related to certain matters under the federal securities laws.

EXPERTS

          The financial statements of CREF for the year ended December 31, 2007, incorporated in this SAI by reference, have been audited by PricewaterhouseCoopers LLP an independent registered public accounting firm, as stated in their report appearing therein and have been so included in reliance upon the report of

College Retirement Equities Fund §Statement of Additional Information B-33

such firm given upon its authority as experts in accounting and auditing. For years prior to 2005, a different accounting firm served as CREF’s independent registered public accounting firm.

FEDERAL INCOME TAXES

403(B) PLANS

          CREF contracts may be used as funding vehicles for retirement plans set up under section 403(b) of the IRC, under which total annual contributions to section 403(b) annuities for 2008 cannot exceed the lesser of (a) $46,000; or (b) 100% of your compensation. For 2008, salary reduction contributions of up to $15,500 can be made to your 403(b) retirement plan ($20,500 if you are age 50 or older) and certain long-term employees may make salary reduction contributions of up to $18,500 ($23,500 if you are age 50 or older). Contact your tax adviser for more information.

401(A), 403(A) AND 401(K) PLANS

          CREF RA and GRA contracts and contracts are also used as funding vehicles for 401(a) (including Keogh plans) and 403(a) retirement plans. CREF GRA and GSRA contracts are available for 401(k) plans. Employer contributions for 2008 to all current defined contribution plans of the employer meeting the requirements of IRC section 401(a) and 403(a) cannot exceed an annual contribution limit of $46,000 or 100% of compensation, whichever is less. Salary reduction contributions to a 401(k) plan are limited to $15,500 ($20,500 if you are age 50 or older).

457(B) PLANS

          The maximum contribution limit to a 457(b) non-qualified deferred compensation plan for employees of state and local governments for 2008 is the lesser of $15,500 or 100% of ‘‘includable compensation’’ (as defined by law). Catch up rules allow participants in governmental 457(b) plans, age 50 or older to contribute the lesser of $20,500 or 100% of compensation reduced by the amount of other elective deferrals that the participant made for that year. For non-governmental employers, all investments in a 457(b) plan are owned by the employer and are subject to the claims of the general creditors of the sponsoring employer.

INDIVIDUAL RETIREMENT ANNUITIES

          IRC sections 408 and 408A permit eligible individuals to make direct contributions to Classic and Roth IRAs, respectively. The amount you can contribute to an IRA is currently limited to $5,000 or $6,000 for taxpayers age 50 or older per year. If you contribute to both a Classic IRA and a Roth IRA in the same year, your aggregate limit is $5,000 or $6,000 for taxpayers age 50 or older for the year. The IRC does not limit the amount you can roll over to the Classic or the Roth IRA.

          IRC section 408 permits funds from certain qualified retirement plans or IRAs to be rolled over to the Classic IRA without losing their tax-deferred status. In order to move funds held in a retirement plan to a Roth IRA, the rollover must be a “qualified rollover contribution.” Although funds rolled over to a Roth IRA from another IRA or qualified plan are subject to taxation, they may grow on a federal tax favored basis. CREF IRAs can accept only cash transfers. All noncash assets must therefore be liquidated prior to being transferred to us.

          You also must meet certain income level requirements to make contributions to the Roth IRA or if you or your spouse is an active participant in an employer sponsored retirement plan, to make tax-deductible contributions to the Classic IRA. If you are married and file a joint tax return with your spouse and make a combined adjusted gross income of less than $159,000 a year you can make annual contributions of up to $5,000 or $6,000 for taxpayers age 50 or older to a Roth IRA. If you are single and make an adjusted gross income of less than $101,000 a year you are also eligible to make contributions of up to $5,000 or $6,000 for taxpayers age 50 or older to a Roth IRA. You can contribute a lower amount if you are married and file jointly and your combined adjusted gross income is between $159,000 and $168,999 a year or if you are single and your adjusted gross income is between $101,000 and $115,999 a year. If you are married filing separately, you cannot make a Roth IRA contribution if your adjusted gross income exceeds $9,999 per year and the maximum contribution is reduced if your adjusted gross income is between $0 and $9,999. You can convert an existing IRA to a Roth IRA if your adjusted gross income is $100,000 or less. However you may not convert amounts from an IRA to a Roth IRA if you are a married taxpayer filing separately.

          For 2008, if you are an active participant in an employer-sponsored retirement plan and you are married and file a joint tax return with your spouse and make a combined adjusted gross income of $85,000 or less a year, or you are single and make an adjusted gross income of $53,000 or less a year, you can make tax-deductible contributions of up to $5,000 or $6,000 for taxpayers age 50 or older a year to a Classic IRA. Your tax-deductible amount is less if your adjusted gross income is between $85,000 and $104,999 if you are married and file jointly or if your adjusted gross income is between $53,000 and $62,999 if you are single. Different income-based eligibility rules apply if you are not an active participant in an employer-sponsored retirement plan but you have a spouse who is an active participant in an employer-sponsored retirement plan.

          You can revoke an IRA up to 7 days after you establish it. Contact your tax adviser for more tax information on IRAs.

TAXATION OF ANNUITY BENEFITS

          Once you take a cash withdrawal or begin annuity payments, the amount you receive is usually included in your gross income for the year and taxed at the rate for ordinary income. You can exclude from your gross income any part of your payment(s) that represents the return of premiums that were paid in after-tax dollars, but not the part that comes from the tax-deferred earnings of after-tax premiums unless those earnings are on amounts contributed as Roth contributions to a 401(a) or 403(b) plan and certain criteria are met before the amounts (and income on the amounts) are withdrawn.

WITHHOLDING ON DISTRIBUTIONS

          We must withhold federal tax at the rate of 20% from the taxable part of most plan distributions paid directly to you. If, however, you tell us to roll over the distribution directly to an IRA or to a 401(a)/403(a), 403(b) or governmental 457(b) employer plan (i.e., we send a check directly to the other investment company and not to you), we will not withhold any federal tax. The required 20% withholding does not apply to payments

B-34 Statement of Additional Information §College Retirement Equities Fund

from IRAs, hardship withdrawals, lifetime annuity payments, substantially equal periodic payments over your life expectancy or over 10 or more years, distributions of after-tax contributions or minimum distribution payments (“noneligible payments”).

          For the taxable part of noneligible payments, we usually will withhold federal taxes unless you tell us not to. Usually, you have the right to tell us not to withhold federal taxes from your noneligi-ble payments. However if you tell us not to withhold but we do not have your taxpayer identification number on file, we still have to deduct taxes. Nonresident aliens who pay U.S. taxes are subject to different withholding rules. Contact CREF for more information.

EARLY DISTRIBUTIONS

          If you want to withdraw funds or begin income from any 401(a), 403(a), or 403(b) retirement plan or an IRA before you reach age 59½, you may have to pay an extra 10% “early distribution” tax on the taxable amount. However, you will not have to pay an early distribution tax on any part of a withdrawal if:

          If you die before age 59½, your beneficiary(ies) will not have to pay the early distribution penalty.

          Current federal tax law restricts the availability of cash withdrawals and annuity payments from any part of your accumulation under certain salary reduction agreements (including earnings, if any). These restrictions apply with respect to 403(b)(1) annuities only to amounts (and earnings, if any) credited after December 31, 1988. They apply to all amounts under salary reduction agreements to 403(b)(7) and 401(k) plans. These withdrawals and annuity payments are generally available only if you reach age 59½, leave your job, become disabled, die or satisfy requirements related to qualified reservist distributions. If your employer’s plan permits, you may also be able to take a cash withdrawal if you encounter a hardship, as defined by Treasury Regulations, but hardship withdrawals can be from contributions only, generally not investment earnings. In addition, certain 401(k) plans permit distributions of elective deferral amounts upon termination of the plan provided the employer does not establish or maintain a successor defined contribution plan and in other limited circumstances permitted by law. These restrictions do not apply to withdrawals from an IRA. Any part of your accumulation that has been transferred from a custodial account under section 403(b)(7) to a 403(b) annuity will be subject to these restrictions.

MINIMUM DISTRIBUTION REQUIREMENTS AND TAXES

          In most cases, payments must begin from 401(a), 403(a), 403(b) and 457(b) plans by April 1 of the calendar year after the calendar year when you reach age 70½ or, if later, by retirement. Payments from an IRA (other than a Roth IRA) must begin by April 1 of the calendar year after you reach age 70½. Under the terms of certain retirement plans, the plan administrator may direct us to make the minimum distributions required by law to you even if you do not elect to receive them. In addition, if you do not begin distributions on time, you will be subject to a 50% excise tax on the amount you should have received but didn’t.

          Other special distribution and tax rules may apply to 457(b) plans.

DEFERRED COMPENSATION PLANS

          RA and GSRA contracts are also available for deferred compensation plans. Special tax rules apply.

TAX ADVICE

          What we tell you here about federal and other taxes isn’t comprehensive and is for general information only. It does not cover every situation. Taxation varies depending on the circumstances, and state and local taxes may also be involved. For complete information on your personal tax situation, check with a qualified tax adviser.

DIVERSIFICATION REQUIREMENTS

          Section 817(h) of the Internal Revenue Code (IRC) and the regulations under it provide that investments underlying a contract must be “adequately diversified” for it to qualify as an annuity contract under IRC section 72. CREF intends to comply with the diversification requirements under section 817(h). This will affect how we make investments.

College Retirement Equities Fund §Statement of Additional Information B-35

APPENDIX A

TIAA-CREF POLICY STATEMENT ON CORPORATE GOVERNANCE

TABLE OF CONTENTS
B-36	I.	Introduction: Historical Perspective
B-37	II.	Shareholder Rights
B-37	III.	Director Elections — Majority Voting
B-38	IV.	The Board of Directors
B-38	V.	Board Structure and Processes
B-38		A.	Board Membership
B-39		B.	Board Responsibilities
B-39		C.	Board Operation and Organization
B-41	VI.	Executive Compensation
B-42		A.	Equity-Based Compensation
B-42		B.	Perquisites
B-42		C.	Supplemental Executive Retirement Plans
B-42		D.	Executive Contracts

B-43	VII.	TIAA-CREF Corporate Governance Program
B-43		A.	Engagement Policy and Practices
B-43		B.	Proxy Voting
B-43		C.	Influencing Public Policy and Regulation
B-43		D.	Divestment
B-44	VIII.	International Governance
B-45	IX.	Environmental and Social Issues
B-45	X.	Securities Lending Policy
B-45	APPENDIX A: Proxy Voting Guidelines
B-45		Guidelines for Board-Related Issues
B-46		Guidelines for Other Governance Issues
B-46		Guidelines for Compensation Issues
B-47		Guidelines for Environmental and Social Issues

I. Introduction; Historical Perspective

          The mission of Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF) is to “forward the cause of education and promote the welfare of the teaching profession and other charitable purposes” by helping secure the financial future of our participants who have entrusted us with their retirement savings.

          TIAA and CREF’s boards of trustees and management have developed investment strategies that are designed to accomplish this mission through a variety of asset classes and risk/reward parameters, including investments in the equity securities of domestic, international and emerging-market companies.

          TIAA-CREF is a long-term investor. Whether our investment is in equity, debt, derivatives or other types of securities, we recognize our responsibility to monitor the activities of portfolio companies. We believe that sound governance practices and responsible corporate behavior contribute significantly to the long-term performance of public companies. Accordingly, our mission and fiduciary duty require us to monitor and engage with portfolio companies and to promote better corporate governance and social responsibility.

          TIAA-CREF was one of the first institutional investors to engage with companies on issues of corporate governance. During the 1970s and 1980s, the governance movement focused primarily on the protection of shareholder interests in the context of takeovers and contests for control. TIAA-CREF took a leadership role in opposing abusive antitakeover provisions and management entrenchment devices such as dead-hand poison pills. During the 1990s and following the collapse of the bubble market, governance has focused on director independence, board diversity, board committee structure, shareholder rights, accounting for options and executive compensation disclosure. Most recently, TIAA-CREF has led the movement to establish majority voting in director elections, as set forth in this Policy Statement. Corporate governance standards and best practices are now recognized as an essential means to protect shareholder rights, ensure management and board accountability and promote maximum performance.

          TIAA-CREF is also concerned about issues of corporate social responsibility, which we have been addressing for more than three decades. In the 1970s we were one of the first institutional investors to engage in dialogue with portfolio companies on issues of automotive safety in the United States and apartheid policies in South Africa. Since then we have maintained a strong commitment to responsible investing and good corporate citizenship. Recognizing that many of our participants have strong views on social issues, in 1990 we introduced the CREF Social Choice Account to provide an investment vehicle that gives special consideration to social concerns. The Account, which is screened using various KLD Indices, invests only in companies that meet specified environmental, social and governance criteria.

          In keeping with our mission and fiduciary duty, TIAA-CREF continues to establish policies and engage with companies on governance, environmental, social and performance issues. We believe that, consistent with their business judgment, companies and boards should: (i) pay careful attention to their governance, environmental and social practices; (ii) analyze the strategic impact of these issues on their business; and (iii) fully disclose their policies and decisions to shareholders. We expect boards and managers to engage constructively with us and other shareholders concerned about these issues.

          TIAA-CREF recognizes that corporate governance standards must balance two goals — protecting the interests of shareholders while respecting the duty of boards and managers to direct and manage the affairs of the corporation. The corporate governance policies set forth in this Policy Statement seek to ensure board and management accountability, sustain a culture of integrity, contribute to the strength and continuity of corporate leadership and promote the long-term growth and profitability of the business enterprise. At the same time, these policies are designed to safeguard our rights as shareholders and provide an active and vigilant line of defense against fraud, breaches of integrity and abuses of authority.

          This is the fifth edition of this Policy Statement, which is reviewed and revised periodically by the TIAA and CREF boards of trustees. The TIAA and CREF boards have delegated over-

B-36 Statement of Additional Information § College Retirement Equities Fund

sight of TIAA-CREF’s corporate governance program, including development and establishment of policies, to the joint Committee on Corporate Governance and Social Responsibility, which is composed of independent trustees. This edition reflects current developments in corporate governance, social and environmental policy, technology, market structure, globalization, cross-border and emerging-market investing and proxy voting. For example, this edition includes new voting guidelines and highlights certain recent watershed events in corporate governance such as (i) adoption of the majority voting standard for director elections; (ii) enhanced disclosure regarding executive compensation as required by new SEC rules; and (iii) evolving research on the economic impact of companies’ environmental and social practices.

          Although many of the specific policies in this Statement relate primarily to companies incorporated in the United States, the underlying principles apply to all public companies in which TIAA-CREF invests throughout the world. TIAA-CREF’s portfolio has become increasingly diversified internationally during the past decade. We have made substantial efforts to promote good corporate governance principles and practices at both the domestic and international level.

          TIAA-CREF believes that a company whose board and executive management adopt sound corporate governance principles will set the right “tone at the top” and thereby reinforce an ethical business culture governing all its dealings with customers, employees, regulators and the communities it serves. We view this Policy Statement as the basis for collaborative efforts by investors and companies to promote good corporate governance and to ensure that companies establish the right “tone at the top.”

          This Policy Statement is intended to inform our clients and participants, portfolio companies, regulators, advocacy groups and other institutional investors about our governance policies. It serves as a basis for dialogue with boards of directors and senior managers. The Policy Statement is posted on our website (www.tiaa-cref.org).

II. Shareholder Rights

          As owners of equity securities, shareholders rely primarily on a corporation’s board of directors to protect their interests. Unlike other groups that do business with the corporation (e.g., customers, suppliers and lenders), holders of common stock have no clear contractual protection of their interests. Instead, they place their trust in the directors, whom they elect, and use their right to vote at shareholder meetings to ensure the accountability of the board. We believe that the basic rights and principles set forth below should be guaranteed and should govern the conduct of every publicly traded company.

1.	Each Director Should Represent All Shareholders. Shareholders should have the right to expect that each director is acting in the interest of all shareholders and not that of a particular constituent, special interest group or dominant shareholder.
2.	One Share, One Vote. Shareholders should have the right to vote in proportion to their economic stake in the company. Each share of common stock should have one vote. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings.
3.	Financial Equality. All shareholders should receive fair and equal financial treatment. We support measures designed to avoid preferential treatment of any shareholder.
4.	Confidential Voting. Shareholders should be able to cast proxy votes in a confidential manner. Tabulation should be conducted by an Inspector of Election who is independent of management. In a contest for control, it may be appropriate to modify confidentiality provisions in order to ensure the accuracy and fairness of the voting results.
5.	Vote Requirements. Shareholders should have the right to approve matters submitted for their consideration with a majority of the votes cast. The board should not impose super-majority vote requirements, except in unusual cases where necessary to protect the interests of minority shareholders. Abstentions should not be included in the vote tabulation, except for purposes of determining whether a quorum is present. Shareholder votes cast “for” or “against” a proposal should be the only votes counted.
	The board should not combine or “bundle” disparate issues and present them for a single vote. Shareholders should have the right to vote on each separate and distinct issue.
6.	Authorization and Issuance of Stock. Shareholders should have the right to approve the authorization of shares of common stock and the issuance of shares for corporate purposes in order to ensure that such actions serve a valid purpose and are consistent with shareholder interests.
7.	Antitakeover Provisions. Shareholders should have the right to approve any provisions that alter fundamental shareholder rights and powers. This includes poison pills and other anti-takeover devices. We strongly oppose antitakeover plans that contain “continuing director” or “deferred redemption” provisions limiting the discretion of a future board to redeem the plan. We believe that antitakeover measures should be limited by reasonable expiration periods.
8.	State of Incorporation. Many states have adopted statutes that protect companies from takeovers, in some cases through laws that interfere with or dilute directors’ accountability to shareholders. We will not support proposals to reincorporate to a new domicile if we believe the primary objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.
9.	Board Communication. Shareholders should have the ability to communicate with the board of directors. In accordance with SEC rules, companies should adopt and disclose procedures for shareholders to communicate their views and concerns directly to board members.
10.	Ratification of Auditors. Shareholders should have the right to vote annually on the ratification of auditors.

III. Director Elections — Majority Voting

          As a matter of principle, TIAA-CREF endorses the majority vote standard in director elections, including the right to vote for, against or abstain on director candidates. We believe that the lack of majority voting reduces board accountability and causes shareholder activism to be confrontational and adversarial.

College Retirement Equities Fund § Statement of Additional Information B-37

          Developed markets outside the United States routinely mandate majority voting along with the right to vote against directors and to convene special meetings.

          TIAA-CREF has long practiced an “engagement” model of shareholder activism, characterized by dialogue and private negotiation in our dealings with portfolio companies. We believe that majority voting increases the effectiveness of shareholder engagement initiatives and reduces the need for aggressive tactics such as publicity campaigns, proxy contests, litigation and other adversarial strategies that can be disruptive, time-consuming and costly.

          The TIAA and CREF boards have adopted the following policy on director elections:

          TIAA-CREF Policy on Director Elections

1.	Directors should be elected by a majority rather than a plurality of votes cast.*
2.	In the election of directors, shareholders should have the right to vote “for,” “against,” or “abstain.”
3.	In any election where there are more candidates on the proxy than seats to be filled, directors should be elected by a plurality of votes cast.*
4.	To be elected, a candidate should receive more votes “for” than “against” or “withhold,” regardless of whether a company requires a majority or plurality vote.
5.	Any incumbent candidate in an uncontested election who fails to receive a majority of votes cast should be required to tender an irrevocable letter of resignation to the board. The board should decide promptly whether to accept the resignation or to seat the incumbent candidate and should disclose the reasons for its decision.
6.	The requirement for a majority vote in director elections should be set forth in the company’s charter or bylaws, subject to amendment by a majority vote of shareholders.
7.	Where a company seeks to opt out of the majority vote standard, approval by a majority vote of shareholders should be required.

* Votes cast should include “withholds.” Votes cast should not include “abstains,” except that “abstains” should be counted as present for quorum.

IV. The Board of Directors

          The board of directors is responsible for (i) overseeing the development of the corporation’s long-term business strategy and monitoring its implementation; (ii) assuring the corporation’s financial and legal integrity; (iii) developing compensation and succession planning policies; (iv) ensuring management accountability; and (v) representing the long-term interests of shareholders.

          To fulfill these responsibilities, the board must establish good governance policies and practices. Good governance is essential to the board’s fulfillment of its duties of care and loyalty, which must be exercised in good faith. Shareholders in turn are obligated to monitor the board’s activities and hold directors accountable for the fulfillment of their duties.

          Board committees play a critical governance role. Boards should constitute both standing and ad hoc committees to provide expertise, independent judgment and knowledge of shareholder interests in the specific disciplines they oversee. The full board should maintain overall responsibility for the work of the committees and for the long-term success of the corporation.

          TIAA-CREF will closely monitor board performance, activities and disclosure. We will normally vote in favor of the board’s nominees. However, we will consider withholding or voting against an individual director, a committee chair, the members of a committee, or from the entire board in uncontested elections where our trustees conclude that directors’ qualifications or actions are questionable and their election would not be in the interests of shareholders. (See “Policy Governing Votes on Directors” on Pages 45 and 46). In contested elections, we will vote for the candidates we believe will best represent the interests of shareholders.

V. Board Structure and Processes

          A. Board Membership

          1. Director Independence. The board should be composed of a substantial majority of independent directors. Director independence is a principle long advocated by TIAA-CREF that is now widely accepted as the keystone of good corporate governance.

          The definition of independence should not be limited to stock exchange listing standards. At a minimum, we believe that to be independent a director and his or her immediate family members should have no present or recent employment with the company, nor any substantial connection of a personal or financial nature other than ownership of equity in the company. Independence requirements should be interpreted broadly to ensure there is no conflict of interest, in fact or in appearance, that might compromise a director’s objectivity and loyalty to shareholders.

          An independent director should not provide services to the company or be affiliated with an organization that provides goods or services to the company if a disinterested observer would consider the relationship “substantial.”

          Director independence may sometimes be influenced by factors not subject to disclosure. Personal or business relationships, even without a financial component, can compromise independence. Boards should periodically evaluate the independence of each director based on all relevant information and should disclose their findings to shareholders.

          2. Director Qualifications. The board should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. The board should reflect a diversity of background and experience. As required by SEC rules for service on the audit committee, at least one director should qualify as a financial expert. All directors should be prepared to devote substantial time and effort to board duties, taking into account their other professional responsibilities and board memberships.

          3. Director Election. TIAA-CREF believes that directors should be elected annually by a majority of votes cast, as discussed in Section III. The requirement for annual election and a majority vote in director elections should be set forth in the company’s charter or bylaws.

          4. Discretionary Broker Voting. TIAA-CREF supports the proposal by the New York Stock Exchange to amend NYSE Rule 452, thereby eliminating the practice of brokers voting “street name” shares for directors in the absence of instructions from their customers.

B-38 Statement of Additional Information § College Retirement Equities Fund

          5. Director Nomination and Access. As required by SEC regulations, boards should establish and disclose the process by which shareholders can submit nominations. TIAA-CREF believes that shareholders should have the right to submit resolutions asking companies to establish procedures and conditions for shareholders to place their director nominees on the company’s proxy and ballot.

          6. Director Stock Ownership. Directors should have a direct, personal and meaningful investment in the common stock of the company. We believe that stock ownership helps align board members’ interests with those of shareholders. The definition of a meaningful investment will vary depending on directors’ individual circumstances. Director compensation programs should include shares of stock or restricted stock. TIAA-CREF discourages stock options as a form of director compensation, as they are less effectively aligned with the long-term interests of shareholders.

          7. Director Education. Companies should encourage directors to attend education programs offered by the company as well as those offered externally. Directors should also receive training to increase their knowledge and understanding of the company’s businesses and operations. They should enroll in education programs to improve their professional competence and understanding of their responsibilities.

          8. Disclosure of Monetary Arrangements. Any monetary arrangements between the company and directors outside normal board activities should be approved by the board and disclosed to shareholders. Such monetary arrangements are generally discouraged, as they may compromise a director’s independence.

          9. Other Board Commitments. To ensure that directors are able to devote the necessary time and energy to fulfill their board responsibilities, companies should establish policies limiting the number of public company boards that directors may serve on. As recommended by listing rules, companies should disclose whether any audit committee member serves on the audit committees of three or more public companies.

          B. Board Responsibilities

          1. Monitoring and Oversight. In fulfilling its duty to monitor the management of the corporate enterprise, the board should: (i) be a model of integrity and inspire a culture of responsible behavior and high ethical standards; (ii) ensure that corporate resources are used only for appropriate business purposes; (iii) mandate strong internal controls, avoid conflicts of interest, promote fiscal accountability and ensure compliance with applicable laws and regulations; (iv) implement procedures to ensure that the board is promptly informed of any violations of corporate standards; (v) through the Audit Committee, engage directly in the selection and oversight of the corporation’s external audit firm; and (vi) develop, disclose and enforce a clear and meaningful set of corporate governance principles.

          2. Strategic Business Planning. The board should participate with management in the development of the company’s strategic business plan and should engage in a comprehensive review of strategy with management at least annually. The board should monitor the company’s performance and strategic direction, while holding management responsible for implementing the strategic plan.

          3. CEO Selection, Evaluation and Succession Planning. One of the board’s most important responsibilities is the selection, development and evaluation of executive leadership. Strong, stable leadership with proper values is critical to the success of the corporate enterprise. The board, with the active involvement of its compensation committee, should continuously monitor and evaluate the CEO and senior executives, and should establish a succession plan to develop executive talent and ensure continuity of leadership.

          The CEO evaluation process should be continuous and should be based on clearly defined corporate strategic goals as well as personal performance goals. Financial and nonfinancial metrics used to evaluate executive performance should be disclosed. Both the nominating and compensation committees, as discussed below, should participate in CEO evaluation and succession planning.

          The succession plan should identify high potential executives within the company and should provide them with a clear career development path. Effective succession planning should seek to develop senior managers capable of replacing the CEO whenever the need for change might occur.

          4. Equity Policy. The board should develop an equity policy that determines the proportion of the company’s stock to be made available for compensation and other purposes. The equity policy should be disclosed to shareholders in the Compensation Discussion and Analysis (CD&A). The policy should establish clear limits on the number of shares to be used for options and other forms of equity grants. The policy should set forth the goals of equity compensation and their links to performance.

          C. Board Operation and Organization

          1. Annual Elections. All directors should stand for election annually. A classified board structure, particularly in combination with takeover defenses such as a “poison pill” shareholder rights plan, can be a significant impediment to changes in control. Moreover, a classified board structure can limit a board’s ability to remove an underperforming director.

          2. Board Size. The board should be large enough to provide expertise and diversity and allow key committees to be staffed with independent directors, but small enough to encourage collegial deliberation with the active participation of all members.

          3. Executive Sessions. The full board and each board committee should hold regular executive sessions at which no member of management is present. Executive sessions foster a culture of independence and provide opportunities for directors to engage in open discussion of issues that might be inhibited by the presence of management. Executive sessions can be used to evaluate CEO performance, discuss executive compensation and deal with internal board matters.

          4. Board Evaluation. The board should conduct an annual evaluation of its performance and that of its key committees. Evaluation criteria linked to board and committee responsibilities and goals should be set forth in the charter and governance policies. In addition to providing director orientation and education, the board should consider other ways to strengthen director performance, including individual director evaluations.

          5. Director Retirement Policy. Although TIAA-CREF does not support arbitrary limits on the length of director service, we believe boards should establish a formal director retirement pol-

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icy. A director retirement policy can contribute to board stability, vitality and renewal.

          6. Indemnification and Liability. Directors should be fully accountable and should not be indemnified for fraud, gross negligence or failure to fulfill their duties of care and loyalty. Exclusive of such extreme conduct, it is appropriate for companies to indemnify directors for liability and legal expenses that arise in connection with their board service.

          Role of the Chairman. In the past, TIAA-CREF has not expressed a preference as to whether the positions of CEO and chairman should be separate or whether a lead or presiding director should be designated. However, in recent years public confidence in board independence has been undermined by an array of scandals, fraud, accounting restatements, options backdating, abuses in CEO compensation, perquisites and special privileges. These issues have highlighted the need for boards to be (and to be perceived as) fully independent, cost conscious, free of conflicts, protective of shareholder interests and capable of objectivity, toughness and independence in their oversight of executive management.

          For these reasons we recognize that separation of CEO and chair or appointment of a lead director may be appropriate in certain cases. Accordingly, although we do not have a strict policy, we will generally support appointment of a lead director in cases where the roles of CEO and board chair are not separate.

          Committee Structure. Under existing regulations, boards are required to establish three standing committees — an audit committee, a compensation committee and a nominating/governance committee — all composed exclusively of independent directors. The credibility of the board will depend in large part on the vigorous demonstration of independence by these standing committees.

          Boards should also establish additional committees as needed to fulfill their duties. These may include executive, corporate governance, finance, technology, investment, customers and product, operations and human resources committees.

          Each board committee should adopt and disclose to shareholders a charter that clearly sets forth its responsibilities.

          Each committee should have the power to hire independent experts and advisors.

          Each committee should report to the full board on the issues and decisions for which it is responsible.

          Whenever a company is the subject of a shareholder engagement initiative or resolution, the appropriate committee should review the matter and the proposed management response.

• Compensation Committee

          The Compensation Committee, composed of independent directors, is responsible for oversight of the company’s compensation and benefit programs, including performance-based plans and policies that attract, motivate, retain and incentivize executive leadership to create long-term shareholder value. Committee members should have an understanding of competitive compensation and be able to critically compare the company’s plans and practices to those offered by the company’s peers. Committee members should be independent-minded, well informed, capable of dealing with sensitive decisions and scrupulous about avoiding conflicts of interest. Committee members should understand the relationship of individual components of compensation to total compensation.

          The Compensation Committee should be substantively involved in the following activities:

• Establishing goals and evaluating the performance of the CEO and executive management against those goals;

• Determining the compensation of the CEO and executive management and recommending it to the board for approval;

• Reviewing and approving the company’s compensation policies;

• Ensuring that a strong executive team is in place;

• Working closely with the Corporate Governance/Nominating Committee to ensure continuity of leadership and effective succession planning;

• Ensuring the consistency of pay practices at all levels throughout the company;

• Establishing clear compensation metrics and practical incentives that will motivate superior executive performance while avoiding waste and excess, particularly in deferred compensation and perquisites; and

• Ensuring that the company’s compensation disclosures meet SEC requirements and explain clearly to investors how pay and performance are linked.

          The Compensation Committee may retain independent consultants to provide technical advice and comparative pay data. However, survey-based information is only one of many factors guiding compensation and should be evaluated carefully in the context of each company’s circumstances and business goals. The Compensation Committee should be responsible for defining the scope of the consultant’s engagement, including pay. In accordance with new SEC rules, the nature and scope of the consultant’s work should be disclosed to shareholders.

          The Compensation Committee is responsible for preparing the annual Compensation Committee Report and should participate substantively in the preparation of management’s Compensation Discussion and Analysis (CD&A). These reports should describe each element of the compensation program and should include sufficient detail relating to the program’s rationale, goals and metrics to enable shareholders to understand how compensation is intended to work, what it costs, how it is linked to the company’s performance and how it will create long-term value.

• Audit Committee

          The Audit Committee oversees the company’s accounting, compliance and risk management practices. It is responsible for ensuring the financial integrity of the business. The Audit Committee operates at the intersection of the board, management, independent auditors and internal auditors. It has sole authority to hire and fire the corporation’s independent auditors and to set and approve their compensation.

          The Audit Committee should:

• Ensure that the auditor’s independence is not compromised by any conflicts;

• Establish limits on the type and amount of nonaudit services that the audit firm may provide to the company;

B-40 Statement of Additional Information § College Retirement Equities Fund

• Require periodic submission of the audit contract to competitive bids; and

• Limit the company’s hiring of employees from the audit firm consistent with legal requirements and be promptly informed when such hiring occurs.

          In addition to selecting the independent auditors and ensuring the quality and integrity of the company’s financial statements, the Audit Committee is responsible for the adequacy and effectiveness of the company’s internal controls and the effectiveness of management’s processes to monitor and manage business risk. The internal audit team should report directly to the Audit Committee.

          The Audit Committee should also develop policies and establish the means to monitor the company’s compliance with ethical, legal and regulatory requirements.

          The Audit Committee should establish procedures for employees to communicate directly and confidentially with its members.

• Corporate Governance/Nominating Committee

          The Corporate Governance/Nominating Committee oversees the company’s corporate governance practices and the selection and evaluation of directors. The committee is responsible for establishing board structure and governance policies that conform to regulatory and exchange listing requirements and standards of best practice. The committee’s duties include:

• Development of the company’s corporate governance principles and committee charters;

• Oversight of director selection, qualifications, training, compensation and continuing education;

• Evaluation of director nominees;

• Determination of board and committee size, structure, composition and leadership;

• Periodic evaluation of board and committee effectiveness and director independence;

• Establishment of procedures for communication with shareholders;

• Working with the Compensation Committee to establish succession planning; and

• Disclosure of these matters to shareholders.

VI. Executive Compensation

          As described above, the board through its Compensation Committee, is responsible for ensuring that a compensation program is in place which will attract, retain and incentivize executive management to strengthen performance and create long-term value for shareholders. The Committee, along with executive management, is responsible for providing shareholders with a detailed explanation of the company’s compensation program, including the individual components of the program, through disclosure in the Compensation Discussion and Analysis (CD&A) and the board Compensation Committee Report. The compensation program should comply with the Compensation Committee’s equity policy and should reflect an understanding of the total cost of executive compensation to shareholders.

          In pursuit of these goals, the board should ensure that compensation plans include performance measures aligned with the company’s short- and long-term strategic objectives. The Compensation Committee should ensure that the CD&A provides shareholders with a clear and comprehensive explanation of the company’s compensation program, including the design, metrics, structure and goals of the program.

          Because TIAA-CREF is a long-term investor, we support compensation policies that promote and reward creation of long-term shareholder value. In our review of compensation plans, we will assess the performance objectives established by compensation committees and the linkage of compensation decisions to the attainment of those objectives.

          Executive compensation should be based on the following principles:

1.	Compensation plans should encourage employees to increase productivity, meet competitive challenges and achieve performance goals that will lead to the creation of long-term shareholder value.
2.	Compensation should be objectively linked to appropriate measures of company performance, such as earnings, return on capital or other relevant financial or operational parameters that are affected by the decisions of the executives being compensated.
3.	Compensation should include cash, equity and long-term incentives as appropriate to meet the company’s competitive and business goals.
4.	Compensation plans should be based on a performance measurement cycle that is consistent with the business cycle of the corporation.
5.	Compensation levels and incentives should be based on each executive’s responsibilities and achievements as well as overall corporate performance.
6.	In addition to being performance based, executive compensation should be reasonable by prevailing industry standards, appropriate to the company’s size and complexity, and fair relative to pay practices throughout the company.
7.	While Compensation Committees should consider comparative industry pay data, it should be used with caution.
8.	Surveys that call for use of stock options inconsistent with the board’s equity policy or clearly in excess of levels that can be justified to shareholders should be disregarded.
9.	Compensation Committees should work only with consultants that are independent of management.
10.	Consistent with SEC requirements, the CD&A should provide shareholders with a plain English narrative analysis of the data that appear in the compensation tables. The CD&A should explain the compensation program in sufficient detail to enable a reasonable investor to calculate the total cost and value of executive compensation, to understand its particular elements, metrics and links to performance, and to evaluate the board’s and executive management’s underlying compensation philosophy, rationale and goals.
11.	Companies should disclose and explain the reasons for any differences in the peer group of companies used for strategic and business purposes and the peer group used for compensation decisions.
12.	Compensation plans and policies should specify conditions for the recovery (clawback) of incentive or equity awards based upon reported results that have been subsequently

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restated and that have resulted in unjust enrichment of named executive officers.

          A. Equity-Based Compensation

          Oversight of Equity-Based Plans

          While equity-based compensation can offer great incentives to management, it can also have great impact on shareholder value. The need for directors to monitor and control the use of equity in executive compensation, particularly stock options, has increased in recent years. Amended rules requiring companies to account for the cost of stock options as an expense on grant date provide an incentive for companies to exercise restraint in the use of options. SEC disclosure guidelines should further deter excesses in equity plans. However, in all cases it is the board of directors that is responsible for oversight of the company’s equity compensation programs and for the adequacy of their disclosure.

          Composition of Equity-Based Plans

          In general, equity-based compensation should be based upon the following principles:

1.	The use of equity in compensation programs should be determined by the board’s equity policy. Dilution of shareholder equity should be carefully considered and managed, not an unintended consequence.
2.	As required by exchange listing standards, all plans that provide for the distribution of stock or stock options should be submitted to shareholders for approval.
3.	Equity-based plans should take a balanced approach to the use of restricted stock and option grants. Restricted stock, which aligns the interests of executives with shareholders, permits the value to the recipient and the cost to the corporation to be determined easily and tracked continuously.
4.	Equity-based plans should be judicious in the use of stock options. When used inappropriately, option grants can provide incentives for management to focus on the company’s short-term stock price rather than long-term performance.
5.	When stock options are awarded, a company should consider: (i) performance-based options which set performance hurdles to achieve vesting; (ii) premium options with vesting dependent on a predetermined level of stock appreciation; or (iii) indexed options with a strike price tied to an index.
6.	Equity-based plans should specifically prohibit “mega grants,” defined as grants to executives of stock options whose value at the time of the grant exceeds a reasonable multiple of the recipient’s total cash compensation.
7.	Equity-based plans should establish minimum vesting requirements and avoid accelerated vesting.
8.	Companies should support requirements for stock obtained through exercise of options to be held by executives for substantial periods of time, apart from partial sales permitted to meet tax liabilities caused by such exercise. Companies should establish holding periods commensurate with pay level and seniority.
9.	Companies should require and specify minimum executive stock ownership requirements for directors and company executives.
10.	Backdating of option grants should be prohibited. Issuance of stock or stock options timed to take advantage of nonpublic information with short-term implications for the stock price should also be prohibited.
11.	Consistent with SEC guidelines, companies should fully disclose the size of equity grants, their estimated value to recipients and their current and projected cost to the company. Performance goals and hurdle rates should be transparent. Disclosure should include plan provisions that could have a material impact on the number and value of the shares distributed.
12.	Disclosure should include information about the extent to which individual managers have hedged or otherwise reduced their exposure to changes in the company’s stock price.

          B. Perquisites

          When awarding perquisites to senior executives, the board should be guided by the same principles of reasonableness, fairness, equity and transparency that govern other components of compensation plans. Perquisites can be overly complex, with potential for unintended and excessive value transfer to management and unanticipated costs and public relations problems for the company. Perquisites may be needed for purposes of executive security or efficiency, which should be disclosed. In principle, however, boards should minimize perquisites and give priority to other forms of compensation.

          C. Supplemental Executive Retirement Plans

          Supplemental executive retirement plans (SERPs) may be used to supplement “qualified” pension entitlements, but should be reasonable and should not enhance retirement benefits excessively. When designing SERPs, compensation committees should consider the value of SERP programs as part of an executive’s total compensation package. They should also be sensitive to issues of internal pay equity. The following principles should guide the development of SERPs:

1.	The eligibility requirements and terms of SERPs to named executive officers should be fully disclosed.
2.	The value of the supplemental payment to which each named executive officer is entitled and the total cost of all supplemental plan obligations should be estimated and disclosed.
3.	“Constructive credit” may be used to replicate full service credit, but should not exceed it.
4.	Lump-sum distributions of SERPs may be appropriate in some circumstances. The discount rate used to calculate the lump-sum value of the pension entitlement should approximate the reinvestment rate available at retirement and should be disclosed.

          D. Executive Contracts

          Overly generous executive employment contracts, retention agreements and severance arrangements can result in excessive wealth transfer and expose the company to liability and unintended costs. The terms of contracts with named executive officers should be disclosed in detail with an estimation of their total cost. Companies should avoid providing by contract excessive perquisites either during employment or in the post-retirement period. Severance agreements should avoid payments to executives when they are terminated for misconduct, gross mismanagement or other reasons constituting a “for

B-42 Statement of Additional Information § College Retirement Equities Fund

cause” termination. As in other areas, reasonableness, competitive practice and full disclosure are requirements, and such contracts should be in the best interest of the company and its shareholders.

VII. TIAA-CREF Corporate Governance Program

          TIAA-CREF’s corporate governance program is based on our mission to help secure the long-term financial future of our participants. Consistent with this mission and our fiduciary duty to our participants, TIAA-CREF is committed to engagement with portfolio companies for the purpose of creating economic value, improving long-term performance and reducing financial and reputational risks.

          A. Engagement Policy and Practices

          Our preference is to engage privately with portfolio companies when we perceive shortcomings in their governance (including environmental and social issues) or their performance. This strategy of “quiet diplomacy” reflects our belief that informed dialogue with board members and senior executives, rather than public confrontation, will most likely lead to a mutually productive outcome.

          TIAA-CREF’s Corporate Governance Group administers a program of active monitoring and engagement with portfolio companies under the auspices of the standing trustee Committees on Corporate Governance and Social Responsibility.

          We target portfolio companies for engagement based on research and evaluation of their governance and performance. Governance reviews are supplemented by analysis of companies’ financial condition and risk profile conducted in conjunction with our Asset Management Group.

          In prioritizing issues for engagement, we take into account their materiality, their potential impact on TIAA-CREF’s investment performance, their relevance to the marketplace, the level of public interest, the applicability of our policies, the views of TIAA-CREF’s participants and institutional clients and the judgment of our trustees.

          Our preference is for constructive engagement strategies that can utilize private communication, minimize confrontation and attain a negotiated settlement. While quiet diplomacy remains our core strategy, particularly for domestic companies, TIAA-CREF’s engagement program involves many different activities and initiatives, including the following:

• submit shareholder resolutions

• withhold or vote against one or more directors

• request other investors to support our initiative

• engage in public dialogue and commentary

• conduct a proxy solicitation

• engage in collective action with other investors

• support an election contest or change of control transaction

• seek regulatory or legislative relief

• commence or support litigation

• pursue other enforcement or compliance remedies

          B. Proxy Voting

          Proxy voting is a key component of TIAA-CREF’s oversight and engagement program. It is our primary method for exercising our shareholder rights and influencing the behavior of portfolio companies. TIAA-CREF commits substantial resources to making informed voting decisions in furtherance of our mission and in compliance with the securities laws and other applicable regulations.

          TIAA-CREF’s voting policies, established by the trustees and set forth in this Policy Statement, are administered on a case-by-case basis by the staff of our Corporate Governance Group. The staff has access to research reports from third-party advisory firms, seeks input from our Asset Management Group and, where appropriate, confers directly with trustees. Annual disclosure of our proxy votes is available on our website and on the website of the Securities and Exchange Commission.

          C. Influencing Public Policy and Regulation

1.	TIAA-CREF periodically publishes its policies on corporate governance, shareholder rights, social responsibility and related issues. These policies inform portfolio companies and provide the basis for our engagement activities.
2.	TIAA-CREF participates in the public debate over issues of corporate governance and responsible corporate behavior in domestic and international markets.
3.	TIAA-CREF participates in membership organizations and professional associations that seek to promote good corporate governance and protect shareholder rights.
4.	TIAA-CREF sponsors research, hosts conferences and works with regulators, legislators, self-regulatory organizations, and other institutional investors to educate the business community and the investing public about governance and shareholder rights.
5.	TIAA-CREF submits written comments on regulatory proposals and testifies before various governmental bodies, administrative agencies and self-regulatory organizations.
6.	TIAA-CREF participates in corporate governance conferences and symposia in the United States and abroad.

          D. Divestment

          TIAA-CREF is committed to engagement with companies rather than divestment of their securities. This policy is a matter of principle that is based on several considerations: (i) divestment would eliminate our standing and rights as a shareholder and foreclose further engagement; (ii) divestment would be likely to have negligible impact on portfolio companies or the market; (iii) divestment could result in increased costs and short-term losses; and (iv) divestment could compromise our investment strategies and negatively affect our performance. In addition, divestment is not an option in segments of our portfolio that track market indices, as we are required to invest in all companies included in an index. For these reasons, we believe that divestment does not offer TIAA-CREF an optimal strategy for changing the policies and practices of portfolio companies, nor is it the best means to produce long-term value for our participants.

          As a matter of general investment policy, TIAA-CREF’s trustees and its Asset Management Group may consider divesting or underweighting a company’s stock from actively managed accounts in cases where they conclude that the financial or reputational risks from a company’s policies or activities are so great that continued ownership of its stock is no longer prudent.

College Retirement Equities Fund   §  Statement of Additional Information B-43

VIII. International Governance

          With an increasing share of our assets invested in equities of companies listed on foreign markets and with international holdings in over 50 countries, TIAA-CREF is recognized as one of the most influential investors in the world. We have a long history of acting on behalf of our participants to improve corporate governance standards globally. Our international governance activities, like our domestic program, are designed to protect our investments, reduce risk and increase shareholder value. We focus our governance efforts in those foreign markets where we currently have, or expect to have in the future, significant levels of capital at risk.

          We believe that no matter where a company is located, once it elects to access capital from the public it becomes subject to basic principles of corporate governance. We recognize that companies outside the United States are subject to different laws, standards and customs. We are mindful that cultural differences must be respected. At the same time, we recognize our responsibility to promote global governance standards that help strengthen shareholder rights, increase accountability and improve the performance of portfolio companies.

          TIAA-CREF has endorsed many of the governance standards of international associations and shareholder organizations. We agree with the widely-held view that harmonization of international governance principles and standards of best practice is essential to achieve efficiency in the global capital markets. Accordingly, our governance initiatives in less developed countries seek to deal with the following problems:

• Listed companies dominated by controlling shareholders often blend characteristics of private and public companies, giving management and insiders too much power and shareholders too little.

• Foreign governments retain ownership in many local listed companies and exercise special powers that interfere with capital market efficiency.

• Shareholder rights are not fully developed in many countries, increasing investment risk.

• Legal and regulatory systems are still underdeveloped and means of enforcement can often be lacking.

• Basic governance standards of board accountability and independence, full and timely disclosure and financial transparency are in many cases still only aspirational.

• Operational inefficiencies such as share blocking and clustering of shareholder meetings impede investor communications and proxy voting.

• Ambivalence about shareholder activism, control contests and takeover bids undermines management accountability and market vitality.

TIAA-CREF’s international governance program involves both engagement with targeted portfolio companies and broad-based initiatives, often in conjunction with global governance organizations. We are willing to form strategic partnerships and collaborate with other institutional investors to increase our influence in foreign markets. We support regional efforts initiated by investor groups to improve local governance practices in line with global standards. We sponsor academic research, surveys and other activities that we believe will contribute to positive developments regionally.

          In addition to maintaining a leadership role as an advocate for shareholder rights and good governance globally, TIAA-CREF is committed to voting our shares in international companies. Our trustees regularly update our international proxy voting policies and guidelines as new developments occur in the various markets. Our Proxy Voting Group is familiar with voting procedures in every country where we invest. We promote reforms needed to eliminate cross-border voting inefficiencies and to improve the mechanics of proxy voting globally.

          We believe that basic corporate disclosure and proxy voting standards applicable to all public companies around the world should include the following:

• The one-share, one-vote principle should apply to all publicly traded companies to ensure that shareholders’ voting power is aligned with their economic interest.

• Voting caps and super voting rights should be eliminated.

• Companies should treat all shareholders equally, equitably and fairly to ensure that minority and foreign shareholders are protected and that government-controlled securities are not given special rights.

• Companies should distribute disclosure documents in a timely fashion, preferably no less than 28 days before shareholder meetings so that international investors can make informed voting decisions and have sufficient time to vote their shares.

• Annual meeting agendas and disclosure documents should be published in English whenever a company has substantial international ownership.

• Companies should work to achieve transparency through disclosure and accounting practices that are acceptable under international governance and accounting standards.

• Companies should provide information on director qualifications, independence, affiliations, related party transactions, executive compensation, conflicts of interest and other relevant governance information.

• Shareholders should be able to vote their shares without impediments such as share blocking, beneficial owner registration, voting by show of hands or other unreasonable requirements.

• Shareholders should have the right to vote on separate and distinct issues; companies should not bundle disparate proposals.

• Voting results should be disclosed promptly after shareholder meetings and procedures should be available to audit and verify the outcome.

• Shareholders should receive confirmation that their votes have been received and tabulated.

• In addition, preemptive rights may have distinct value to shareholders in jurisdictions outside of the United States. For domestic companies, TIAA-CREF does not object to the elimination of preemptive rights, which can impede a company’s ability to raise capital efficiently.

B-44 Statement of Additional Information   §College Retirement Equities Fund

IX. Environmental and Social Issues

          TIAA-CREF recognizes that as a matter of good corporate governance and from the perspective of shareholder value, boards should carefully consider the strategic impact of issues relating to the environment and social responsibility. There is a growing body of research examining the economic consequences of companies’ efforts to promote good environmental and social practices. We support companies’ efforts to evaluate the strategic relevance of these factors, including their impact on business risk, reputation, competitive position and opportunities for growth.

          TIAA-CREF believes that companies and boards should exercise diligence in their consideration of environmental and social issues, analyze the strategic and economic questions they raise and disclose their environmental and social policies and practices. Directors should encourage dialogue on these issues between the company and its investors, employees, customers, suppliers and the larger community. The goal of our policy is to ensure that the board and management include environmental and social responsibility in their business planning and that they disclose relevant information and decisions to shareholders.

          While our policies are not intended to be prescriptive, we believe that companies and boards should pay careful attention to the following issues in the course of their strategic planning:

• Environment: the short-term and long-term impact of the company’s operations and products on the local and global environment.

• Human Rights: the company’s labor and human rights policies and practices and their applicability through the supply and distribution chains.

• Diversity: the company’s efforts to promote equal employment opportunities and fair treatment for all segments of the populations it serves.

• Product Responsibility: the company’s attention to the safety and potential impact of its products and services.

• Society: the company’s diligence in reviewing all its activities to ensure they do not negatively affect the common good of the communities in which it operates.

Our guidelines for voting on some of the more common environmental and social resolutions are set forth in the Voting Guidelines included in Appendix A.

X. Securities Lending Policy

          TIAA-CREF believes that as a matter of good corporate governance shareholders have a responsibility to exercise their ownership rights with diligence and care. At the same time, however, institutional investors have a fiduciary duty to generate optimal financial returns for their beneficiaries. Balancing these two responsibilities — acting as responsible owners while maximizing value — can create a dilemma for institutional investors in choosing between short-term and long-term strategies. Stock lending practices can create such a potential conflict — whether to recall loaned stock in order to vote, or not to recall in order to preserve lending fee revenue.

          To address these issues, TIAA-CREF has developed a securities lending policy governing its practices with respect to stock lending and proxy voting. The policy delineates the factors to be considered in determining when we should lend shares and when we should recall loaned shares in order to vote them.

          Even after we lend the securities of a portfolio company, we continue to monitor whether income from lending fees is of greater value than the voting rights that have passed to the borrower. Using the factors set forth in our policy, we conduct an analysis of the relative value of lending fees versus voting rights in any given situation. We will recall shares when we believe the exercise of voting rights may be necessary to maximize the long-term value of our investments despite the loss of lending fee revenue.

          Our Asset Management and lending staff, in consultation with our governance staff, are responsible for analyzing these issues, conducting the cost/benefit analysis and making determinations about restricting, lending and recalling securities consistent with this policy.

APPENDIX A: PROXY VOTING GUIDELINES

TIAA-CREF Proxy Voting Guidelines

          TIAA-CREF’s voting practices are guided by our mission and fiduciary duty to our participants. As indicated in this Policy Statement, we monitor portfolio companies’ governance, social and environmental practices to ensure that boards consider these factors in the context of their strategic deliberations.

          The following guidelines are intended to assist portfolio companies, participants and other interested parties in understanding how TIAA-CREF is likely to vote on governance, compensation, social and environmental issues. The list is not exhaustive and does not necessarily represent how TIAA-CREF will vote at any particular company. In deciding how to vote, the Corporate Governance staff takes into account many factors, including input from our Asset Management Group and third-party research. We consider specific company context, including governance practices and financial performance. It is our belief that a one-size-fits-all approach to proxy voting is not appropriate.

          We establish voting policies with respect to both management proposals and shareholder resolutions. Our proxy voting decisions with respect to shareholder resolutions may be influenced by several additional factors: (i) whether the shareholder resolution process is the appropriate means of addressing the issue; (ii) whether the resolution promotes good corporate governance and is related to economic performance and shareholder value; and (iii) whether the information and actions recommended by the resolution are reasonable and practical. In instances where we agree with the concerns raised by proponents but do not believe that the policies or actions requested are appropriate, TIAA-CREF will generally abstain on the resolution.

          Where appropriate, we will accompany our vote with a letter of explanation.

Guidelines for Board-Related Issues

Policy Governing Votes on Directors:

          TIAA-CREF will consider withholding or voting against some or all directors in the following circumstances:

• When TIAA-CREF trustees conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include: issuance of backdated or spring loaded options,

College Retirement Equities Fund   §  Statement of Additional Information B-45

	excessively dilutive equity grants, egregious compensation practices, unequal treatment of shareholders, adoption of inappropriate antitakeover devices, unjustified dismissal of auditors.
•	When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions.
•	When less than a majority of the company’s directors are independent, by TIAA-CREF standards of independence.

          In cases where TIAA-CREF decides to withhold or vote against the entire board of directors, we will also abstain or vote against a provision on the proxy granting discretionary power to vote on “other business” arising at the shareholders meeting.

          Majority Vote for the Election of Directors:

          General Policy: As indicated in Section III of this Policy Statement, TIAA-CREF will generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote.

          Proxy Access Proposals:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking to establish reasonable conditions and procedures for shareholders to include their director candidates on a company’s proxy and ballot.

          Reimbursement of Expenses for Dissident Shareholder Nominees:

          General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions asking that the company reimburse certain expenses related to the cost of dissident short-slate director campaigns or election contests.

          Annual Election of Directors:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking that each member of the board stand for reelection annually.

          Cumulative Voting:

          General Policy: TIAA-CREF will generally not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this practice may encourage the election of “special interest” directors.

Guidelines for Other Governance Issues

          Separation of Chairman and Chief Executive Officer:

          General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions seeking to separate the positions of CEO and board chair or to appoint a lead director. We will generally support such resolutions when a company’s corporate governance practices or financial performance are deficient.

          Ratification of Auditor:

          General Policy: TIAA-CREF will generally support the board’s choice of auditor. However, TIAA-CREF will consider voting against the ratification of an audit firm where nonaudit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection with the company’s audit, or where the auditors’ independence is questionable.

          Supermajority Vote Requirements:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.

          Dual-Class Common Stock and Unequal Voting Rights:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of dual classes of common stock with unequal voting rights or special privileges.

          Antitakeover Devices (Poison Pills):

          General Policy: TIAA-CREF will consider on a case-by-case basis proposals relating to the adoption or rescision of anti-takeover devices with attention to the following criteria:

• Whether the company has demonstrated a need for anti-takeover protection;

• Whether the provisions of the device are in line with generally accepted governance principles;

• Whether the company has submitted the device for shareholder approval;

• Whether the proposal arises in the context of a takeover bid or contest for control.

          TIAA-CREF will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without shareholder approval.

          Reincorporation:

          General Policy: TIAA-CREF will generally vote against management proposals asking shareholders to approve reincorporation to a new domicile if we believe the objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.

Guidelines for Compensation Issues

          Equity-Based Compensation Plans:

          General Policy: TIAA-CREF will review equity-based compensation plans on a case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where total potential dilution from equity compensation exceeds 10%.

          Comment: TIAA-CREF understands that companies need to attract and retain capable executives in a competitive market for executive talent. We take competitive factors into consideration whenever voting on matters related to compensation, particularly equity compensation. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies.

Red Flags:
•	Excessive Equity Grants: TIAA-CREF will examine a company’s past grants to determine the rate at which shares are being issued. We will also seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate failure by the board to properly monitor executive compensation and its costs.
•	Lack of Minimum Vesting Requirements: TIAA-CREF believes that companies should establish minimum vesting

B-46 Statement of Additional Information   §College Retirement Equities Fund

	guidelines for senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain.
•	Undisclosed or Inadequate Performance Metrics: TIAA-CREF believes that performance goals for equity grants should be disclosed meaningfully. Performance hurdles should not be too easily attainable. Disclosure of these metrics should enable shareholders to assess whether the equity plan will drive long-term value creation.
•	Insufficient Executive Stock Ownership: TIAA-CREF supports equity ownership requirements for senior executives and directors. Whether or not equity is a significant portion of compensation, sufficient stock ownership should be required to align executives’ and board members’ interests with those of shareholders.
•	Reload Options: TIAA-CREF will generally not support “reload” options that are automatically replaced at market price following exercise of initial grants. Reload options can lead to excessive dilution and overgenerous benefits and allow recipients to lock in increases in stock price that occur over the duration of the option plan with no attendant risk.
•	Mega Grants: TIAA-CREF will generally not support mega grants. A company’s history of such excessive grant practices may prompt TIAA-CREF to vote against the stock plans and the directors who approve them. Mega grants include equity grants that are excessive in relation to other forms of compensation or to the compensation of other employees and grants that transfer disproportionate value to senior executives without relation to their performance.
•	Undisclosed or Inappropriate Option Pricing: TIAA-CREF will generally not support plans that fail to specify exercise prices or that establish exercise prices below fair market value on the date of grant.
•	Repricing Options: TIAA-CREF will generally not support plans that authorize repricing. However, we will consider on a case-by-case basis management proposals seeking shareholder approval to reprice options. We are more likely to vote in favor of repricing in cases where the company excludes named executive officers and board members and ties the repricing to a significant reduction in the number of options.
•	Excess Discretion: TIAA-CREF will generally not support plans where significant terms of awards — such as coverage, option price, or type of awards — are unspecified, or where the board has too much discretion to override minimum vesting and/or performance requirements.
•	Evergreen Features: TIAA-CREF will generally not support option plans that contain evergreen features which reserve a specified percentage of outstanding shares for award each year and lack a termination date. Evergreen features can undermine control of stock issuance and lead to excessive dilution.

          Performance-Based Equity Compensation:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking alignment between executive compensation and performance.

          Advisory Vote on Compensation Disclosure:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking an advisory vote on companies’ compensation disclosure.

          Limits on Executive Compensation:

          General Policy: TIAA-CREF will generally vote against shareholder resolutions seeking to impose limits on executive pay by use of arbitrary ratios or pay caps.

          Clawback Policies:

          General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking the establishment of clawback policies.

          Golden Parachutes:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking shareholder approval of “golden parachute” severance agreements that exceed IRS guidelines.

          Supplemental Executive Retirement Plans:

          General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking to establish limits on the benefits granted to executives in SERPs.

Guidelines for Environmental and Social Issues

          As indicated in Section IX, TIAA-CREF will generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors have the responsibility to determine the strategic impact of environmental and social issues and that they should disclose to shareholders how they are dealing with these issues.

          Environment

          Global Warming and Climate Change:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions and the impact of climate change on a company’s business activities.

          Comment: The level of a company’s greenhouse gas emissions and its vulnerability to climate change may represent both short-term and long-term potential risks. Companies and boards should analyze the impact of climate change on their business and disclose this information.

          Use of Natural Resources:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s use of natural resources, the impact on its business of declining resources and its plans to improve energy efficiency or to develop renewable energy alternatives.

College Retirement Equities Fund   §  Statement of Additional Information B-47

          Comment: These considerations should be a part of the strategic deliberations of boards and managers and the company should disclose the results of such deliberations.

          Impact on Community:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful community impacts or other hazards that result from its operations or activities.

          Comment: Community hazards at business facilities may expose companies to such risks as regulatory penalties, legal liability, diminished reputation, increased cost and loss of market share. Conversely, the elimination of hazards may improve competitiveness and provide business opportunities.

          Human Rights

          Human Rights Code of Conduct and Global Labor Standards:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a company’s internal labor standards, the establishment of global labor standards or the adoption of codes of conduct relating to human rights.

          Comment: Adoption and enforcement of human rights codes and fair labor standards can help a company protect its reputation, increase worker productivity, reduce liability, improve customer loyalty and gain competitive advantage.

          Community

          Corporate Response to Global Health Risks:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the potential impact of HIV, AIDS, Avian Flu and other pandemics and global health risks on a company’s operations and long-term growth.

          Comment: Global health considerations should be factored into the strategic deliberations of boards and managers, and companies should disclose the results of such deliberations.

          Corporate Political Influence:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s lobbying efforts and contributions to political parties or political action committees.

          Comment: Given increased public scrutiny of corporate lobbying activities and campaign contributions, we believe it is the responsibility of company boards to review and disclose the use of corporate assets for political purposes.

          Corporate Philanthropy:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. However, TIAA-CREF will vote against resolutions that promote a political agenda or a special interest or that unreasonably restrict a company’s corporate philanthropy.

          Comment: We believe that boards should disclose their corporate charitable contributions to avoid any actual or perceived conflicts of interest.

          Diversity

          General Policies:

• TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards.

• TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce diversity.

• TIAA-CREF will generally vote against special purpose or discriminatory resolutions, such as those recommending that sexual orientation not be covered under equal employment opportunity policies.

          Comment: Promoting diversity and maintaining inclusive workplace standards can help companies attract and retain a talented and diverse workforce and compete more effectively.

          Product Responsibility

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the safety and impact of a company’s products on the customers and communities it serves.

          Comment: Companies that demonstrate ethical behavior and diligence with regard to product safety and suitability can avoid reputational and liability risks and strengthen their competitive position.

          Tobacco

          General Policies:

• TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to risks associated with tobacco use and efforts by a company to reduce youth exposure to tobacco products.

• TIAA-CREF will generally not support resolutions seeking to alter the investment policies of financial institutions or to require divestment of tobacco company stocks.

          Comment: Effectively addressing these concerns can help companies protect their reputation and reduce legal liability risk.

B-48 Statement of Additional Information   §College Retirement Equities Fund

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PART C

OTHER INFORMATION

Item 29. Financial Statements and Exhibits

	(a)	Financial statements.
All required financial statements for each of the Accounts of the College Retirement Equities Fund (“CREF”) are incorporated into Part B of this Registration Statement by reference to the Annual Report to Participants dated December 31, 2007 and Statement of Investments as filed with the Commission as part of the Form N-CSR on March 7, 2008.
	(b)	Exhibits:
		(1)	Not Applicable
		(2)	(a)	Charter of CREF (as amended)(6)
			(b)	Constitution of CREF (as amended)(7)
			(c)	Bylaws of CREF (as amended)(8)
			(d)	Amended By-Laws August 21, 2006(10)
		(3)	(a)	Custodial Services Agreement with The Chase Manhattan Bank, N.A.(4)
			(b)	Custodian Services Agreement with Bankers Trust Company (as amended)(4)
			(c)	Indenture Agreement between CREF and Canada Permanent Trust Company(1)
			(d)	Custodial Services Agreement between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York)(4)
			(e)	Custodial Services Agreement between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (Bond Market Account)(4)
			(f)	Custodial Services Agreement between CREF and Morgan Guaranty Trust Company (as assigned to Bank of New York) (Social Choice Account)(4)
			(g)	Custodial Services Agreement between CREF and Bank of New York (Inflation-Linked Bond Account)(3)
			(h)	Master Custodian Agreement dated November 20, 2007 between CREF, State Street Bank and Trust Company (“State Street”) and certain other parties thereto(11)
			(i)	Custody Termination Notice dated December 3, 2007 to Bank of New York Mellon Co. (11)
			(j)	Custody Termination Notice dated December 12, 2007 to JP Morgan Chase Bank(11)
		(4)	Not applicable
		(5)	(a)	Principal Underwriting and Administrative Services Agreement between CREF and TIAA-CREF Individual & Institutional Services, Inc. (as amended October 19, 2004)(8)
			(b)	Principal Underwriting and Administrative Services Agreement between CREF and TIAA-CREF Individual & Institutional Services, Inc. (as amended May 1, 2005)(8)

	(c)	Principal Underwriting and Administrative Services Agreement between CREF and TIAA-CREF Individual & Institutional Services, Inc. (as amended May 1, 2006)(9)
	(d)	Form of Amendment to the Principal Underwriting and Administrative Services Agreement between CREF and TIAA-CREF Individual & Institutional Services, Inc. (as amended May 1, 2007) (10)
(6)	(a)	Retirement Unit-Annuity Certificate(4)
	(b)	Supplemental Retirement Unit-Annuity Certificate(4)
	(c)	(i)	Group Supplemental Retirement Unit-Annuity Contract(4)
		(ii)	Group Supplemental Retirement Unit-Annuity Certificate(4)
	(d)	(i)	Group Retirement Annuity Contract (including Specimen of Group Retirement Unit-Annuity Certificate and Agreement with Trustee) (4)
		(ii)	Form of Election Agreement between CREF and Employer (for Group Retirement Annuity Contract) (4)
		(iii)	Group Retirement Unit-Annuity Contract (for use in Oregon) (4)
		(iv)	Group Retirement Unit-Annuity Certificate (for use in Oregon) (4)
	(e)	Rollover Individual Retirement Unit-Annuity Certificate(4)
	(f)	The Following Certificates representing CREF Income Options:
		(i)	Life Unit-Annuity(4)
		(ii)	Life Unit-Annuity with Minimum Guaranteed Period(4)
		(iii)	Last Survivor Life Unit-Annuity(4)
		(iv)	Joint and Survivor Life Unit-Annuity(4)
		(v)	Last Survivor Life Unit-Annuity with Minimum Guaranteed Period(4)
		(vi)	Joint and Survivor Life Unit-Annuity with Minimum Guaranteed Period(4)
		(vii)	Unit-Annuity Certain(4)
		(viii)	Minimum Distribution Option(4)
	(g)	Accumulation-Unit Deposit Certificate (payable as a death benefit only) (4)
	(h)	(i)	Endorsement to in-force Supplemental Retirement Unit-Annuity Certificates (reflecting addition of Global Equities Account and IRC Withdrawal Restrictions) (4)
		(ii)	Endorsement to in-force Supplemental Retirement Unit-Annuity Certificates (reflecting addition of Minimum Distribution Annuity) (4)
		(iii)	Endorsement to new issues of the Supplemental Retirement Unit-Annuity Certificate (reflecting addition of Money Market, Bond Market, Social Choice, and Global Equities Accounts, Deletion of a CREF Account or Unit-Annuity, transfers to CREF or TIAA, addition of Minimum Distribution Annuity, addition of Spouse’s Rights to Benefits, and IRC Withdrawal Restrictions) (4)
	(i)	(i)	Endorsement to in-force Retirement Unit-Annuity Certificates (reflecting addition of Global Equities Account and IRC Withdrawal Restrictions) (4)

	(ii)	Endorsement to in-force Retirement Unit-Annuity Certificates (reflecting addition of Minimum Distribution Annuity and availability of Unit-Annuity for a Fixed Period) (4)
	(iii)	Endorsement to new issues of the Retirement Unit-Annuity Certificate (reflecting addition of Money Market, Bond Market, Social Choice and Global Equities Accounts, deletion of CREF Account or Unit-Annuity, availability of transfers to Approved Funding Vehicles, Cash Withdrawals, availability of Unit-Annuity for a Fixed Period, Right to Split Certificate, addition of Minimum Distribution Annuity, addition of Spouse’s Rights to Benefits, and IRC Withdrawal Restrictions) (4)
(j)	(i)	Endorsement to in-force Group Supplemental Retirement Unit-Annuity Certificates (reflecting addition of the Global Equities Account) (4)
	(ii)	Endorsement to in-force and some new issues of the Group Supplemental Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution Annuity) (4)
	(iii)	Endorsement to new issues of the Group Supplemental Retirement Unit-Annuity Certificate (reflecting addition of the Global Equities Account, and deletion of a CREF Account or Unit-Annuity and addition of the Minimum Distribution Annuity) (4)
	(iv)	Endorsement to Group Supplemental Retirement Unit-Annuity certificates for 401(k) retirement plans (reflecting annuity starting date, availability of lump-sum benefits and IRC Withdrawal Restrictions) (4)
(k)	(i)	Endorsement to in-force Group Retirement Unit-Annuity Certificates Issued on or After 3/1/91 (reflecting addition of the Global Equities Account) (4)
	(ii)	Endorsement to in-force Group Retirement Unit-Annuity Certificates Issued Before 3/1/91 (reflecting addition of the Global Equities Account and IRC Withdrawal Restrictions) (4)
	(iii)	Endorsement to in-force Group Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution Annuity and availability of Annuity for a Fixed Period) (4)
	(iv)	Endorsement to in-force Group Retirement Unit-Annuity Certificate (reflecting addition of Minimum Distribution Annuity, availability of Annuity for a Fixed Period and IRC Withdrawal Restrictions) (4)
(l)	Endorsement to new issues of Retirement Unit-Annuity Certificates and Supplemental Retirement Unit-Annuity Certificates (reflecting restatement of accumulation unit value on 12/21/86 and inclusion of net dividend income in value of accumulation unit beginning 1/1/87) (4)
(m)	Endorsement to new and in-force issues of CREF Retirement Unit-Annuity Certificates, Supplemental Retirement Unit-Annuity Certificates, Group Retirement Unit-Annuity Certificates, Group

	Supplemental Retirement Unit-Annuity Certificates, Rollover IRA Certificates, Minimum Distribution Annuity Certificates and Accumulation-Unit Deposit Certificates (reflecting addition of the Growth Account and the Equity Index Account) (4)
(n)	Endorsement to Group Retirement Unit-Annuity Certificates (reflecting addition of Social Choice Account payout option) (4)
(o)	Endorsement to CREF Certificates (reflecting yearly transfer to Minimum Distribution Annuity Certificate) (4)
(p)	Endorsement to CREF Certificates (reflecting allocation and transfer options, CREF’s right to split certificate, and CREF’s right to delete Bond Market or Social Choice Account or to stop providing Unit-Annuities thereunder) (4)
(q)	(i)	Endorsement to in-force Minimum Distribution Annuity Certificates (non-cashable) (reflecting addition of the Global Equities Account) (4)
	(ii)	Endorsement to new issues of the Minimum Distribution Annuity Certificate (non-cashable) (reflecting addition of the Global Equities Account, definition of Annuity Unit, and deletion of a CREF account or Unit-Annuity) (4)
(r)	(i)	Endorsement to in-force Minimum Distribution Annuity Certificates (cashable) (reflecting addition of the Global Equities Account) (4)
	(ii)	Endorsement of new issues of Minimum Distribution Annuity Certificates (cashable)(reflecting addition of the Global Equities Account, definition of Annuity Unit, and deletion of a CREF Account or Unit-Annuity) (4)
(s)	Endorsement to new issues of Unit-Annuity Certificates (reflecting addition of the Global Equities Account and deletion of a Unity-Annuity) (4)
(t)	(i)	Endorsement to Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) (3)
	(ii)	Endorsement to Supplemental Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) (3)
	(iii)	Endorsement to Rollover Individual Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) (3)
	(iv)	Endorsement to Group Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) (1)
	(v)	Endorsement to Group Supplemental Retirement Unit-Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account and Right to a Tax-Free Rollover) (1)
	(vi)	Endorsement to Minimum Distribution Annuity Certificate (reflecting addition of the Inflation-Linked Bond Account) (1)
	(vii)	Endorsement to CREF Unit-Annuity Certificates (reflecting addition of the Inflation-Linked Bond Account) (1)
	(viii)	Endorsement to CREF Accumulation-Unit Deposit

			Certificate (reflecting addition of the Inflation-Linked Bond Account) (1)
		(ix)	Endorsement to Group Supplemental Retirement Annuity Certificate (for participants in the Alternative Plan to Social Security) (1)
		(x)	Form of CREF Group Unit-Annuity*
		(xi)	Form of CREF After-Tax Retirement Unit-Annuity*
		(xii)	Form of CREF Individual Retirement Unit-Annuity*
		(xiii)	Form of CREF Roth Individual Retirement Unit-Annuity*
		(xiv)	Endorsements to (1) Deferred Unit-Annuity Certificate-Individual and (2) Deferred Unit-Annuity Certificate-Group (clarifies determination of death benefit)*
		(xv)	Endorsements to (1) CREF Supplemental Retirement Unit-Annuity (SRA) and (2) CREF Group Retirement Unit-Annuity (GRA) (reflects changes resulting from EGTRRA of 2001)*
		(xvi)	Endorsements to CREF Supplemental Retirement Unit-Annuity and CREF Group Retirement Unit-Annuity (internal transfers and guarantees for transfers to TIAA) – C996.2*
	(u)	Forms of Retirement Select, Retirement Select Plus and CREF Retirement Unit-Annuity Certificate Endorsements and Certificates. (7)
	(v)	Forms of CREF Retirement Choice Annuity Contract and Retirement Choice Plus Annuity Contract(8)
(7)	(a)	(i)	Application for Retirement Unit-Annuity Contracts(4)
		(ii)	Application for Retirement Unit-Annuity Contracts (for retirement plans not covered by ERISA) (4)
	(b)	(i)	Application for Supplemental Retirement Annuity Contracts(4)
		(ii)	Application for Supplemental Retirement Annuity Contracts (for retirement plans not covered by ERISA) (4)
	(c)	(i)	Application for Institutionally Owned Retirement Annuity Contracts(4)
		(ii)	Applications for Institutionally Owned Retirement Annuity Contracts with Delayed Vesting(4)
		(iii)	Application for Institutionally Owned Retirement Annuity Contracts with Delayed Vesting (for retirement plans not covered by ERISA) (4)
		(iv)	Application for Group Retirement Unit-Annuity Contract in Oregon(4)
	(d)	(i)	Enrollment Form for Group Retirement Annuity Certificates(4)
		(ii)	Enrollment Form for Group Retirement Annuity Certificates (for retirement plans not covered by ERISA)(4)
	(e)	Application for Rollover Individual Retirement Annuity Contracts(4)
	(f)	(i)	Application for Retirement Annuity Contracts Under a Registered Pension Plan (RPP) (2)
		(ii)	Application for Retirement Annuity Contracts under a Registered Retirement Savings Plan (RRSP) in Canada(2)
	(g)	Applications for Annuity Benefits(4)

	(h)	(i)	Enrollment Form for Group Supplemental Retirement Annuity Certificates(4)
		(ii)	Enrollment Form for Group Supplemental Retirement Annuity Certificates (for retirement plans not covered by ERISA) (4)
	(i)	(i)	Enrollment Form for Institutionally Owned Group Retirement Annuity Certificates with Delayed Vesting(4)
		(ii)	Enrollment Form for Institutionally Owned Group Retirement Annuity Certificates with Delayed Vesting (for retirement plans not covered by ERISA)(4)
	(j)	(i)	Enrollment Form for Two Sets of Group Retirement Annuity Certificates — One Set Providing for Delayed Vesting(4)
		(ii)	Enrollment Form for Two Sets of Group Retirement Annuity Certificates — One Set Providing for Delayed Vesting (for retirement plans not covered by ERISA)(4)
	(k)	(i)	Enrollment Form for Two Sets of Group Retirement Annuity Certificates(4)
		(ii)	Enrollment Form for Two Sets of Group Retirement Annuity Certificates (for retirement plans not covered by ERISA)(4)
	(l)	(i)	CREF Keogh Certificate(5)
		(ii)	Enrollment Forms for Keogh Certificates ((1) for the employee and (2) for the business owner)*
	(m)	Application for Traditional, Roth and SEP IRA contracts*
	(n)	Enrollment Forms in various combinations for the following contracts/certificates: (1) Retirement Unit-Annuity and Supplemental Retirement Unit-Annuity; and (2) Group Retirement Unit-Annuity and Group Supplemental Retirement Unit-Annuity*
	(o)	Enrollment Form for Group Supplemental Retirement Annuity Certificates for institutionally owned non-qualified deferred compensation plans*
	(p)	Enrollment Form for Group Retirement Annuity Certificates for institutionally owned non-qualified deferred compensation plans*
(8)	Not Applicable
(9)	None
(10)	(a)	CREF Deferred Compensation Plan for Non-Officer Trustees(4)
	(b)	TIAA-CREF Non-Employee Trustee and Member Deferred Compensation Plan(4)
	(c)	TIAA-CREF Non-Employee Trustee and Member Long-Term Compensation Plan(11)
	(d)	TIAA-CREF Non-Employee Trustee and Member Deferred Compensation Plan(11)
(11)	(a)	Investment Management Services Agreement between CREF and TIAA-CREF Investment Management, LLC (“TCIM”) (7)
	(b)	Investment Management Services Agreement, dated December 17, 1991, between CREF and TCIM) (9)
	(c)	Amendment, dated 1992, to the Investment Management Services Agreement between CREF and TCIM (9)
	(d)	Amendment, dated 1993, to the Investment Management Services Agreement between CREF and TCIM (9)

			(e)	Amendment, dated March 15, 1994, to the Investment Management Services Agreement between CREF and TCIM (9)
			(f)	Amendment, dated November 16, 1994, to the Investment Management Services Agreement between CREF and TCIM (9)
			(g)	Amendment, dated March 3, 1995, to the Investment Management Services Agreement between CREF and TCIM (9)
			(h)	Amendment, dated April 19, 1996, to the Investment Management Services Agreement between CREF and TCIM (9)
			(i)	Amendment, dated November 13, 1996, to the Investment Management Services Agreement between CREF and TCIM (9)
			(j)	Amendment, dated April 15, 1997, to the TCIM Services Agreement between CREF and TCIM (9)
			(k)	Amendment, dated April 3, 1998, to the Investment Management Services Agreement between CREF and TCIM (9)
			(l)	Amendment, dated April 20, 2001, to the Investment Management Services Agreement between CREF and TCIM (9)
			(m)	Amendment, dated May 1, 2002, to the Investment Management Services Agreement between CREF and TCIM (9)
			(n)	Amendment, dated May 1, 2003, to the Investment Management Services Agreement between CREF and TCIM (9)
			(o)	Amendment, dated April 2004, to the Investment Management Services Agreement between CREF and TCIM (9)
			(p)	Amendment, dated April 2006, to the Investment Management Services Agreement between CREF and TCIM (9)
			(q)	Form of Amendment, dated May 1, 2007, to the Investment Management Services Agreement between CREF and TCIM(10)
			(r)	Form of Amended and Restated Investment Management Services Agreement dated as of January 2, 2008 between CREF and TCIM(11)
			(s)	Investment Accounting Agreement dated as of November 20, 2007 between CREF, State Street and certain other parties thereto(11)
		(12)	(a)	Consent of George W. Madison, Esquire*
			(b)	Consent of Dechert LLP *
		(13)	Consent of PricewaterhouseCoopers LLP*
		(14)	None
		(15)	(a)	Contribution Agreement between CREF and TIAA (for Money Market Account) (4)
			(b)	Seed Money Agreement between CREF and TIAA (for Global Equities Account) (4)
			(c)	Seed Money Agreement between CREF and TIAA (for Equity Index and Growth Accounts) (4)
			(d)	Seed Money Agreement between CREF and TIAA (for Inflation-Linked Bond Account) (7)
		(16)	Code of Ethics and Policy Statement on Personal Trading (For the TIAA-CREF Funds and Certain Related Entities) (9)
		(17)	Schedules for Computation of Performance Quotations(N/A) (9)
*	Filed herewith.
(1)	Previously filed in Post-effective Amendment No. 13 to Form N-3 dated April 23, 1992 (File No. 33-00480) and incorporated herein by reference.
(2)	Previously filed in Post-effective Amendment No. 16 to Form N-3 dated March 19, 1993 (File

	No. 33-00480) and incorporated herein by reference.
(3)	Previously filed in Post-effective Amendment No. 26 to Form N-3 dated February 11, 1997 (File No. 33-00480) and incorporated herein by reference.
(4)	Previously filed in Post-effective Amendment No. 30 to Form N-3 dated February 19, 1999 (File No. 33-00480) and incorporated herein by reference.
(5)	Previously filed in Post-effective Amendment No. 32 to Form N-3 dated April 26, 2000 (File No. 33-00480) and incorporated herein by reference.
(6)	Previously filed in Post-effective Amendment No. 35 to Form N-3 dated April 29, 2003 (File No. 33-00480) and incorporated herein by reference.
(7)	Previously filed in Post-effective Amendment No. 36 to Form N-3 dated April 30, 2004 (File No. 33-00480) and incorporated herein by reference.
(8)	Previously filed in Post-effective Amendment No. 38 to Form N-3 dated April 29, 2005 (File No. 33-00480) and incorporated herein by reference.
(9)	Previously filed in Post-effective Amendment No. 39 to Form N-3 dated April 28, 2006 (File No. 33-00480) and incorporated herein by reference.
(10)	Previously filed in Post-effective Amendment No. 46 to Form N-3 dated May 1, 2007 (File No. 33-00480) and incorporated herein by reference.
(11)	Previously filed in Post-effective Amendment No. 47 to Form N-3 dated February 29, 2008 (File No. 33-00480) and incorporated herein by reference.

Item 30.  Directors and Officers of the Insurance Company

          Not Applicable.

Item 31.  Persons Controlled by or Under Common Control with the Insurance Company or Registrant

          The Registrant disclaims any assertion that its investment adviser, TCIM, or the parent company or any affiliate of TCIM directly or indirectly controls the Registrant or is under common control with the Registrant. Additionally, the Board of Trustees of the Registrant is the same as the board of other TIAA-CREF Funds,each of which has TCIM or an affiliate as its investment adviser. In addition, the Registrant and the other TIAA-CREF Funds have some officers in common. Nonetheless, the Registrant takes the position that it is not under common control with the other TIAA-CREF Funds because the power residing in the Funds’ respective boards and officers arises as the result of an official position with the respective investment companies.

Item 32.  Number of Contractowners

          As noted above, CREF is a non-profit membership corporation, consisting of six members (known as CREF’s Board of Overseers). As of March 31, 2008, there were approximately 3.3 million individuals and over 15,000 institutions holding CREF certificates, including approximately 154,350 individuals receiving annuity benefits.

Item 33.  Indemnification

          Overseers, trustees, officers and employees of CREF may be indemnified against liabilities and expenses incurred in such capacity pursuant to Article Five of CREF’s bylaws. Article Five provides that, to the extent permitted by laws, CREF will indemnify any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was an overseer, trustee, officer or employee of CREF or, while an overseer,

trustee, officer or employee of CREF, served any other organization in any capacity at CREF’s request. Article Five also provides, however, that no person shall be indemnified for any liabilities or expenses arising by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of office. In addition, it provides that no person shall be indemnified unless such person acted in good faith and in the reasonable belief that such action was in the best interests of CREF and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe the conduct was unlawful. Article Five provides reasonable and fair means for determining whether any person is entitled to indemnification. If certain conditions are met, CREF may pay liabilities or expenses in advance of the final disposition of the action, suit or proceeding. No indemnification payment may be made unless a notice concerning the payment has been filed with the New York State Superintendent of Insurance. CREF has in effect an insurance policy that will indemnify its overseers, trustees, officers and employees for liabilities arising from certain forms of conduct.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to overseers, trustees, and officers of CREF, pursuant to the foregoing provision or otherwise, CREF has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by an overseer, trustee, or officer in the successful defense of any action, suit or proceeding) is asserted by an overseer, trustee, or officer in connection with the securities being registered, CREF will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in that Act and will be governed by the final adjudication of such issue.

Item 34.  Business and Other Connections of Investment Adviser

          Investment advisory services for CREF’s investment accounts are provided by TCIM. In this connection, TCIM is registered as an investment adviser under the Investment Advisers Act of 1940.

          The business and other connections of TCIM’s officers are listed in Schedules A and D of Form ADV as currently on file with the Commission (File No. 801-38029), the text of which is hereby incorporated by reference.

Item 35.  Principal Underwriters

          (a) Not Applicable.

          (b) TIAA-CREF Individual & Institutional Services, LLC (“Services”) may be considered the principal underwriter for the CREF Accounts. The officers of Services and their positions and offices with Services and the Registrant are listed in Schedule A of Form BD as currently on file with the Commission (File No. 8-44454), text of which is hereby incorporated by reference.

Item 36.  Location of Accounts and Records

          All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder will be maintained at CREF’s home office, 730

Third Avenue, New York, New York 10017-3206, at other CREF offices and at the offices of CREF’s custodian and fund accounting agent, State Street Bank and Trust Company, 1776 Heritage Drive, Quincy, MA 02171. In addition, certain duplicated records are maintained at Pierce Leahy Archives, 64 Leone Lane, Chester, NY 10918 and CitiStorage, 5 North 11^th Street, Brooklyn, NY 11211 and File Vault, 839 Exchange Street, Charlotte, NC 28208.

Item 37.  Management Services

          Not Applicable.

Item 38.  Undertakings and Representations

          (a) CREF undertakes that it will file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.

          (b) CREF undertakes that it will include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

          (c) CREF undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under Form N-3 promptly upon written or oral request.

          REPRESENTATION UNDER RULE 6C-7

          The undersigned registrant hereby represents that Rule 6c-7 under the Investment Company Act of 1940 is being relied on and that the provisions of paragraphs (a)-(d) of Rule 6c-7 are being complied with.

REPRESENTATION CONCERNING NO-ACTION LETTER ISSUED TO ACLI

          CREF represents that the No-Action Letter issued by the Staff of the Division of Investment Management on November 28, 1988 to the American Council of Life Insurance is being relied upon, and that the requirements for entities relying on that no-action position, itemized (1) through (4) in that Letter have been complied with.

          Representation regarding reasonableness of fees CREF represents that the fees and charges deducted under the Certificates, in the aggregate, are reasonable in relation to the services rendered the expenses expected to be incurred, and the risks assumed by CREF.

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, College Retirement Equities Fund certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 28^th day of April, 2008

COLLEGE RETIREMENT EQUITIES FUND
By:	/s/ Roger W. Ferguson, Jr.
	Name:  Roger W. Ferguson, Jr.
	Title:    President and Chief Executive Officer

          As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Roger W. Ferguson, Jr.	President and Chief Executive Officer (Principal	April 28, 2008
	Executive Officer)
Roger W. Ferguson, Jr.
/s/ Georganne C. Proctor	Executive Vice President and Chief Financial	April 28, 2008
	Officer (Principal Financial and Accounting
Georganne C. Proctor	Officer)

SIGNATURE OF TRUSTEE	DATE	SIGNATURE OF TRUSTEE	DATE
*		*
Nancy Eckl	April 28, 2008	Nancy L. Jacob	April 28, 2008
*		*
Forrest Berkley	April 28, 2008	Bridget A. Macaskill	April 28, 2008
*		*
Eugene Flood, Jr.	April 28, 2008	James M. Poterba	April 28, 2008
*		*
Michael A. Forrester	April 28, 2008	Maceo K. Sloan	April 28, 2008
*		*
Howell E. Jackson	April 28, 2008	Laura T. Starks	April 28, 2008
/s/ Stewart P. Greene
Stewart P. Greene as attorney-in-fact	April 28, 2008

*  Signed by Stewart P. Greene pursuant to powers of attorney previously filed with the SEC on May 1, 2007 and February 29, 2008.

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
6(t)(x)	Form of CREF Group Unit-Annuity
6(t)(xi)	Form of CREF After-Tax Retirement Unit-Annuity
6(t)(xii)	Form of CREF Individual Retirement Unit-Annuity
6(t)(xiii)	Form of CREF Roth Individual Retirement Unit-Annuity
6(t)(xiv)	Endorsements to (1) Deferred Unit-Annuity Certificate-Individual and (2) Deferred Unit-Annuity Certificate-Group (clarifies determination of death benefit)
(6)(t)(xv)	Endorsements to (1) CREF Supplemental Retirement Unit-Annuity (SRA) and (2) CREF Group Retirement Unit-Annuity (GRA) (reflects changes resulting from EGTRRA of 2001)
6(t)(xvi)	Endorsements to CREF Supplemental Retirement Unit-Annuity and CREF Group Retirement Unit-Annuity (internal transfers and guarantees for transfers to TIAA) –C996.2
7(l)(ii)	Enrollment Forms for Keogh Certificates ((1) for the employee and (2) for the business owner)
7(m)	Application for Traditional, Roth and SEP IRA contracts
7(n)	Enrollment Forms in various combinations for the following contracts/certificates: (1) Retirement Unit-Annuity and Supplemental Retirement Unit-Annuity; and (2) Group Retirement Unit-Annuity and Group Supplemental Retirement Unit-Annuity
7(o)	Enrollment Form for Group Supplemental Retirement Annuity Certificates for institutionally owned non-qualified deferred compensation plans
7(p)	Enrollment Form for Group Retirement Annuity Certificates for institutionally owned non-qualified deferred compensation plans
12(a)	Consent of George W. Madison, Esq.
12(b)	Consent of Dechert LLP
13	Consent of PricewaterhouseCoopers LLP

EX-99.6(T)(X)

   c52960_ex99-6tx.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EX-99.6(T)(XI)

EXHIBIT 99.6(t)(xi)

SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

After-Tax Retirement Unit-Annuity Certificate

Participant: [ John D. Professor ] Certificate Number: [ Mxxxxxx-x ] Date of Issue: [ 01 01 2002 ]

This is to certify that you, as the owner (participant), of this certificate are entitled to participate in the benefits of College Retirement Equities Fund (CREF). PLEASE READ THIS CERTIFICATE. IT IS IMPORTANT.

GENERAL DESCRIPTION

You may allocate your CREF premiums to one or more of the CREF accounts described in this certificate. Each premium allocated to a CREF account purchases a number of accumulation units representing your share in the CREF account. Accumulations in CREF accounts are not guaranteed and may increase or decrease depending primarily on investment results.

You may convert your accumulation units to an income of annuity units in one or more of the CREF accounts. When you are ready to start receiving your income, you may choose an option from among those described in this certificate. If you die before you start receiving your income, your accumulation will provide a death benefit for your beneficiary.

You may withdraw all or part of your accumulation before starting to receive income and you may transfer all or part of your accumulation among the CREF accounts or to your companion TIAA contract.

30-Day Right to Examine This Certificate. You have 30 days from the day you receive this certificate to examine it and to cancel it if you decide not to keep it. If you decide to cancel this certificate, send it and your request to CREF at the address shown above. Upon receipt of such request, CREF will refund the accumulated value of all premiums as of the date you mailed or delivered your request to us. Any premium taxes deducted from premiums will also be refunded. As of that date, this certificate will then be void and no benefits will be provided under it. If this certificate was issued as a result of a transfer from another contract or certificate issued by TIAA or CREF, the refund will be reinstated in such contract or certificate as of the date of cancellation.

This certificate does not guarantee any fixed-dollar benefits. It cannot be assigned and it does not provide for loans.

If you have any questions about this certificate or need help to resolve a problem, you can contact us at the address or phone number above.

President and Chief Executive Officer

Individual Flexible Premium
Deferred Variable Unit-Annuity

INDEX ON NEXT PAGE
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Your CREF After-Tax Retirement Unit-Annuity Certificate

INDEX OF PROVISIONS

	Section
Accounts
- Definition	1
- Deletion of	51
Accumulation - Definition	3
Accumulation Units	2
Annuity Benefit
- Annuity Unit	5
- Unit-Annuity	19
Annuity Starting Date
- Definition	4
- Required Beginning	16
Assignment - Void and of No Effect	49
Benefits
- Based on Incorrect Data	55
- Requests for	52
Business Day	7
Certificate
-Consists of	21
Claims of Creditors
- Protection Against	50
Commuted Value - Definition	8
Companion TIAA Contract	23
Contestability	22
Correspondence with us	52
Death Benefit
- Beneficiary	6
- Definition	9
- Distribution Requirements	34
- Internal Transfers and Switches Available to a
Beneficiary	39
- Methods of Payment	36
- Naming Your Beneficiary	35
- Number of Annuity Units	37
- Payment of	33
- Payments after Death of Beneficiary	38
Elections and Changes
- Procedure	52
Income Benefit
- Definition	10
- Internal Transfers and Switches under a
Unit-Annuity	32
- Number of Annuity Units	31
- Options	29
- Payments during a Guaranteed or Fixed Period 30	30
- Starting Payments	28
Income Change Method	11

	Section
Internal Transfers
- Amount	40
- Crediting	43
- Definition	12
- Effective Date	41
- Systematic	42
- To a TIAA Payout Annuity	44
IRC	13
Lapse
- Protection Against	27
Laws and Regulations
- Compliance with	57
Loans
- No provision for	49
Lump-sum Benefit
- Availability of	45
- Definition	14
- Effective Date	46
- Systematic Withdrawals	47
Payee	15
Payment to an Estate, Trustee, etc	53
Premiums
- Allocation of	25
- Payment of	24
- Taxes	26
Proof of Survival	56
Report of Accumulation	48
Rules of the Fund - Definition	17
Second Participant	18
Service of Process upon CREF	54
Valuation Day	20

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PART A: PARTICIPANT DATA

Participant:	[John D. Professor]
Social Security Number:	[xxx-xx-xxxx]
Date of Birth:	[03 17 1963]
Issue Date:	[01 01 2002]
Annuity Starting Date:	[04 01 2028]
Certificate Number:	[Mxxxxxx-x]
Companion TIAA Contract Number:	[Txxxxxx-x]

This certificate is made and delivered in the [State of XXX] and is subject to the laws and regulations therein.

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SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, NY 10017-3206
Telephone: [800-842-2733]

Endorsement to your Deferred Unit-Annuity Certificate

Effective Date: [Upon receipt / Attached at issue]

Please read this endorsement and attach it to your certificate. The purpose of this endorsement is to clarify the provisions of your certificate pertaining to the payment of death benefits. It does not take away any of the rights established under your certificate.

The value of any death benefit payments made under your certificate will be determined, in accordance with the Rules of the Fund, based on the value of the accumulation units to be paid, or converted to a unit-annuity, as of the date such payment or conversion is to be effective.

CREF-DA-DB-END

Your CREF After-Tax Retirement Unit-Annuity Certificate

PART B: TERMS USED IN THIS CERTIFICATE

1.	Accounts. CREF maintains the following investment accounts, in which you may choose to participate, each with its own distinct investment portfolio:
	[The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks.
	The CREF Global Equities Account maintains a broadly diversified portfolio consisting primarily of foreign and domestic common stocks.
	The CREF Equity Index Account maintains a portfolio consisting primarily of domestic stocks selected to track the overall U.S. stock market.
	The CREF Growth Account maintains a portfolio consisting primarily of common stocks that we believe present the opportunity for exceptional growth.
	The CREF Social Choice Account maintains a portfolio consisting primarily of common stocks, investment grade fixed income securities, and short-term debt securities.
	The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities and money market instruments.
	The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade fixed income securities.]
	In the future, CREF may establish other accounts with other investment portfolios, and may delete accounts as described in section 51.
2.	Accumulation units. Each CREF account maintains a separate accumulation unit value. The current value of each account's accumulation unit is based on the market value of that account’s investments, and will be determined in accordance with the Rules of the Fund. The number of your accumulation units in any account under this certificate will be increased and decreased in accordance with the Rules of the Fund. The number will be increased if:
	A)	you allocate premiums to that account under this certificate; or
	B)	you transfer to that account under this certificate from another CREF account or from your companion TIAA contract;
	and the number will be decreased if:
	C)	any premium taxes are deducted for that account;
	D)	any accumulation units from that account are applied to the payment of income benefits or death benefits;
	E)	you elect a lump-sum benefit paid from that account; or
	F)	you elect an internal transfer from that account.

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3.	Your accumulation is equal to the sum of the value of all of your accumulation units in all of the accounts under this certificate. Your accumulation will provide the benefits described in this certificate.
4.	Your annuity starting date is the date you exchange accumulation units for annuity units in order to provide unit-annuity payments. Your scheduled annuity starting date is shown on page 3. You may change your annuity starting date, as explained in section 28. You must begin to receive benefits no later than your required beginning date, as described in section 16.
5.	An annuity unit is the unit of payment for all unit-annuity benefits. The value of an annuity unit changes from time to time to reflect the investment, mortality and expense experience of the account. There is a separate and distinct annuity unit value for each income change method within each CREF account. The value of each annuity unit is determined, using actuarial methods, in accordance with the Rules of the Fund.
6.	Beneficiaries are persons you name, in a form satisfactory to CREF as explained in section 35, to receive the death benefit if you die before your annuity starting date.
7.	A business day is any day that the New York Stock Exchange is open for trading. A business day ends at 4:00 P.M. Eastern time, or when trading closes on the New York Stock Exchange, if earlier.
8.	The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments that are not contingent upon the survival of a participant. The commuted value of a series of payments of annuity units is computed in accordance with the Rules of the Fund, in which it is referred to as the present value.
9.	The death benefit is the current value of your accumulation under this certificate. It will be paid to your beneficiary under one of the methods set forth in Part E if you die before your annuity starting date.
10.	The income benefit is the variable income payable to you under one of the income options set forth in Part D. The first payment will be payable as of your annuity starting date.
11.	Income change method. Unit-annuity payments are determined under one of two income change methods. Under the annual income change method, the amount of each unit-annuity payment is revalued once each year. Under the monthly income change method, the amount of each unit-annuity payment is revalued every month. The revaluation dates are defined in the Rules of the Fund.
12.	An internal transfer is the movement of accumulations between CREF accounts, or between this certificate and your companion TIAA contract. The provisions concerning internal transfers are set forth in Part F.
13.	The IRC is the Internal Revenue Code of 1986, as amended. All references to any section of the IRC shall be deemed to refer not only to such section but also to any amendment thereof and any successor statutory provisions.
14.	A lump-sum benefit is a withdrawal in a single sum of all or part of your accumulation. The provisions concerning lump-sum benefits are set forth in Part G.

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15.	The payee is a person named to receive any periodic payments or amounts due under an income option or method of payment of the death benefit as explained in sections 30 and 38.
	.
16.	Your required beginning date is the first day of the month in which you attain age 90.
17.	The Rules of the Fund govern all matters affecting the interest of anyone participating in CREF to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone participating in CREF. A copy of the Rules of the Fund was furnished to you when this certificate was issued; you will be notified of all amendments to the Rules.
18.	The second participant is the person you name, if you choose to receive your income under a two-life unit-annuity, to receive an income for life if he or she survives you. You may name any person eligible under CREF's practices then in effect, to be a second participant.
19.	A unit-annuity is a series of periodic payments based on a specified number of annuity units payable at a stated payment frequency. Each unit-annuity payment is equal to the then-current value of one annuity unit multiplied by the number of annuity units payable. The value of each annuity unit will change either once each year or once each month according to the income change method you select. A CREF unit-annuity may be comprised of annuity units payable under one or both income change methods from one or more CREF accounts. The number of annuity units to be paid and their then-current value will be determined in accordance with the Rules of the Fund using actuarial methods. A unit-annuity benefit may be elected as described in Parts D and E.
20.	A valuation day is a day on which the dollar values of the accumulation units in the CREF accounts are established. The procedure for determining valuation days is contained in the Rules of the Fund.

PART C: CERTIFICATE AND PREMIUMS

21.	The certificate. This document (and any endorsements and amendments to it) is the entire contract between you and CREF. We have issued this certificate in return for the first premium. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an executive officer of CREF.
22.	Contestability. The certificate is incontestable.
23.	Companion TIAA contract. Teachers Insurance and Annuity Association of America (TIAA) is a companion organization to CREF. TIAA issued a companion TIAA Retirement Annuity contract to you when you received this certificate. The contract number is shown on page 3.
24.	Premiums remitted for this certificate may be any amount not less than $100. Premiums may be stopped at any time without notice to CREF and then resumed without payment of any past due premium or penalty of any kind.

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	CREF reserves the right to limit to $300,000 the total premiums paid on this and any other CREF unit-annuity certificate on your life in any twelve-month period. CREF will not accept premiums paid after your annuity starting date or prior death. Premiums will be credited to this certificate as of the end of the business day in which they are received by CREF at the location that CREF will designate by prior written notice.
25.	Allocation of premiums. You allocate premiums among the CREF accounts available to this certificate under the Rules of the Fund. You may change your allocation for future premiums at any time. We will allocate your premiums according to the most recent valid instructions we have received from you in a form acceptable to CREF. If no valid allocation instructions have been received, all premiums will be allocated to the CREF Money Market Account.
26.	Premium taxes. If state or local government premium taxes are incurred, they will be deducted from this accumulation, to the extent permitted by law.
27.	Unconditional protection against lapse. This certificate will not lapse after the first premium has been paid. No additional premiums are required.

PART D: YOUR INCOME BENEFIT

28.	Starting your income benefit. Your annuity starting date may not be later than your required beginning date. Payment of your income benefit will begin as of the annuity starting date you have chosen, if you are then living and:
	A)	you have chosen one of the income options set forth in section 29;
	B)	if you choose a one-life unit-annuity, we have received proof of your age; or
	C)	if you choose a two-life unit-annuity, we have received proof of your age and the age of your second participant.
	If the requirements of this section have not been completed by the annuity starting date you have chosen, the annuity starting date will be deferred to a date after these requirements have been completed but not later than your required beginning date. You may not begin a one-life unit-annuity after you attain age 90, nor may you begin a two-life unit-annuity after you or your second participant attains age 90.
	At any time before you start to receive your income benefit, but not later than the required beginning date, you may change your annuity starting date to a date after the change, by written notice to CREF as explained in section 52.
29.	Income options are the ways in which you may have your income benefit paid to you. You may choose the option you want any time before your annuity starting date. You may change your choice any time before payments begin, but once they have begun, the election to begin receiving benefits is irrevocable and no change can be made. Any choice of option or change of such choice must be made by written notice to CREF as explained in section 52.
	Your right to elect an option or change such election may be limited in accordance with section 57. The availability of certain income options may be restricted by the IRC.
	The following are the income options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a second participant and some provide that payments will continue in any event during a guaranteed or

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	fixed period as explained in section 30. The periodic amount paid to you or a surviving second participant depends on which of these options you choose.
	One-life unit-annuity. A payment will be made to you each month for as long as you live. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease at your death. If you include a guaranteed period and you die before the end of that period, monthly payments will continue until the end of that period and then cease.
	Two-life unit-annuity. A payment will be made to you each month for as long as you live. After your death, a payment will be made each month to the second participant you have named, for as long as he or she survives you. You cannot change your choice of second participant after your payments begin. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease when you and your second participant have both died. You may choose from among the following forms of two-life unit-annuity.
	Full benefit to survivor. At the death of either you or your second participant, the full number of annuity units that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, the full number of annuity units that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.
	Two-thirds benefit to survivor. At the death of either you or your second participant, two-thirds of the number of annuity units that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, two-thirds of the number of annuity units that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.
	Half benefit to second participant. The full number of annuity units will continue to be paid as long as you live. After your death, if your second participant survives you, one-half of the number of annuity units that would have been paid if you had lived will continue to be paid to your second participant. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, one-half of the number of annuity units that would have been paid if you had lived will continue to be paid until the end of that period and then cease.
	Automatic election provision. If on your required beginning date, you have not met the requirements for starting your income benefit described in section 28, you will be deemed to have chosen a one-life unit-annuity with a 10-year guaranteed period, if allowed under federal tax law.
30.	Post-mortem payments during a guaranteed or fixed period. Any periodic payments or other amounts remaining due after your death and the death of your second participant, if any, during a guaranteed or fixed period will be paid to the payee named to receive them. You name the payee at the time you choose the income option, as described in section 52. You may later

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	change the named payee. If you choose a two-life unit-annuity, your surviving second participant may change the named payees after your death, unless you direct otherwise.
	A payee may choose to receive in one sum the commuted value of any remaining periodic payments that do not involve life contingencies, unless you direct otherwise. If no payee was named to receive these payments, or if no one so named is then living, we will pay the remaining payments due or the commuted value of the remaining periodic payments in one sum to your estate, or to the estate of the last survivor of you and your second participant if you chose a two-life unit-annuity.
	If a payee receiving payments during a guaranteed or fixed period option dies while payments remain due, the commuted value of any remaining payments due to that person will be paid to any other surviving payee that you (or your second participant) had named to receive them. If no payee so named is then living, the commuted value will be paid to the estate of the last payee who was receiving these benefit payments.
31.	The number of annuity units payable under each income change method in each account will be determined as of your annuity starting date, in accordance with the Rules of the Fund, on the basis of:
	A)	the value of your accumulation units in that account under this certificate;
	B)	the income option you choose;
	C)	if you choose a one-life unit-annuity, your age;
	D)	if you choose a two-life unit-annuity, your age and your second participant's age; and
	E)	the value of that account's annuity unit for the income change method selected.
	If your initial income benefit would be less than $100 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in an initial payment of $100 or more and the shortest interval between payments.
	The number of annuity units payable from an account will change to reflect any internal transfers or switches you elect, as described in the Rules of the Fund.
32.	Internal transfers and switches under a unit-annuity. After your annuity starting date, at least
	once in each calendar year you will have the opportunity to:
	A)	transfer annuity units payable from one CREF account into annuity units payable from another CREF account;
	B)	transfer annuity units payable from one CREF account to receive future income under a comparable TIAA annuity;
	C)	switch annuity units payable under one income change method to the other income change method in the same CREF account.
	Contracts and certificates are comparable if they are being paid under the same income option, and have the same participant (annuitant), second participant (second annuitant) if any, and remaining guaranteed period.
	The right to transfer or switch is subject to the availability of the unit-annuity or the income change method under the accounts, as described in section 51. Any internal transfer to TIAA is subject to the terms of the comparable TIAA contract.

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PART E: DEATH BENEFIT

33.	Payment of the death benefit. If you die before your annuity starting date, the death benefit will be payable to your beneficiary. We must receive the following in a form acceptable to CREF before any death benefit will be paid:
	A)	proof of your death;
	B)	the choice of a method of payment as provided in section 36; and
	C)	proof of the beneficiary's age if the method of payment chosen is the one-life unit-annuity or the minimum distribution annuity.
	Payment under the single-sum payment method will be made as of the date we receive these items; payment under any other method of payment will start no later than the first day of the month after we have received these items.
34.	Distribution Requirements upon the Death of the Participant. If you die before the annuity starting date, we will pay the death benefit in accordance with the requirements of Section 72(s) of the Internal Revenue Code of 1986, as amended. Thus, the death benefit must be distributed within five years of the death of the participant. However, if your beneficiary is a natural person and payments begin within one year of your death, and within 60 days of the date we receive due proof of your death, the distribution may be made over the lifetime of your beneficiary or over a period not to exceed your beneficiary's life expectancy. If your spouse is the sole death benefit payee, he or she may choose to become the owner and continue the certificate. If your spouse is the sole death benefit payee and does not make a choice within 60 days of the date we receive due proof of death, he or she will automatically become the owner of the certificate as of the date of your death. CREF may effect such transfer of ownership to your surviving spouse under a Method of Payment of the Death Benefit chosen by CREF.
	If you die on or after the annuity starting date, any income benefit remaining due must be distributed at least as rapidly as under the income option on which income benefit payments were being made as of the date of death.
35.	Naming your beneficiary. Beneficiaries are persons you name to receive the death benefit if you die before your annuity starting date. At any time before your annuity starting date, you may name, change, add or delete your beneficiaries by written notice to CREF as explained in section 52.
	You can name two classes of beneficiaries, primary and contingent, which set the order of payment. At your death, your beneficiaries are the surviving primary beneficiary or beneficiaries you named. If no primary beneficiary survives you, your beneficiaries are the surviving contingent beneficiary or beneficiaries you named.
	The share of any named beneficiary in a class who does not survive will be allocated in equal shares to the beneficiaries in such class who do survive, even if you've provided for these beneficiaries to receive unequal shares.
	The death benefit will be paid to your estate in one sum if: you name your estate as beneficiary; or none of the beneficiaries you have named is alive at the time of your death; or at your death you had never named a beneficiary. If distributions to a named beneficiary are barred by operation of law, the death benefit will be paid to your estate.

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36.	Methods of payment are the ways in which your beneficiary may receive the death benefit. You may choose the method of payment and change your choice at any time before payments begin. After your death, your beneficiary may change the method chosen by you, if you so provide. If you do not choose a method of payment, your beneficiary will make the choice when he or she becomes entitled to payments. If the amount of the death benefit due to any one beneficiary is less than $5,000, CREF may change the method of payment for the portion of the death benefit payable to that beneficiary to the single-sum payment method. The right to elect a method or change such election may be limited in accordance with section 57.
	A beneficiary may not begin to receive the death benefit under the one-life unit-annuity method after he or she attains age 90. If you die before your annuity starting date and have chosen the one-life unit-annuity method for a beneficiary who has attained age 90, he or she must choose another method. Your beneficiary can transfer all or part of your accumulation to TIAA in order to receive that portion of the death benefit under a method of payment offered by TIAA. Such transfer can be for all of an accumulation or for any part thereof not less than $1,000. Any choice of method or change of such choice must be made by written notice to CREF, as explained in section 52.
	Generally, the distribution of the death benefit under any method of payment must be made over the lifetime of your beneficiary or over a period not to exceed your beneficiary’s life expectancy.
	The distribution of the death benefit under a method of payment must be made in such a form and begin at such date as meets the requirements of the IRC and the regulations thereunder. If such method of payment has not been chosen to begin by that date, we will elect a method of payment in accordance with the requirements of the IRC and any regulations thereunder.
	The following are the methods of payment:
	Single-sum payment. The death benefit will be paid to your beneficiary in one sum.
	One-life unit-annuity. A payment will be made to your beneficiary each month for life. A guaranteed period of 10, 15 or 20 years may be included. If a guaranteed period isn’t included, all payments will cease at the death of your beneficiary. If a guaranteed period is included and your beneficiary dies before the end of that period, monthly payments will continue until the end of that period and then cease, as explained in section 38.
	Minimum distribution annuity. This method enables your beneficiary to limit his or her distribution to the minimum distribution requirements of federal tax law. Payments are made from your accumulation in each year that a distribution is required, until your accumulation is entirely paid out or until your beneficiary dies. This method may not provide income for your beneficiary that lasts for his or her entire lifetime. If your beneficiary dies before the entire accumulation has been paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The value of the death benefit placed under this method must be at least $10,000.
37.	The number of annuity units payable to a beneficiary from each account under each income change method will be determined as of the date the unit-annuity begins, in accordance with the Rules of the Fund, on the basis of:
	A)	the value of your accumulation units in that account under this certificate;
	B)	the method of payment chosen for the death benefit;
	C)	if the method chosen is the one-life unit-annuity or the minimum distribution annuity, the age of your beneficiary; and

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		D)	the value of that account's annuity unit for the income change method selected.
		The number of annuity units payable from an account will change to reflect any internal transfers or switches a beneficiary elects as described in the Rules of the Fund. If any method chosen would result in an initial payment of less than $100 a month, CREF will have the right to require a change in choice that will result in an initial payment of at least $100.
38	.	Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of your beneficiary during a guaranteed or fixed period will be paid to the payee named by you or your beneficiary to receive them, by written notice to CREF as explained in section 52. The commuted value of these payments may be paid in one sum unless we are directed otherwise.
		If no payee has been named to receive these payments, or if no one so named is living at the death of your beneficiary, the commuted value will be paid in one sum to your beneficiary's estate.
		If a payee receiving these payments dies before the end of the guaranteed or fixed period, the commuted value of any payments still due that person will be paid to any other payee named to receive it. If no one has been so named, the commuted value will be paid to the estate of the last payee who was receiving these payments.
		If your beneficiary dies while any part of the death benefit is held by CREF under the minimum distribution annuity, that amount will be paid in one sum to the payee you or your beneficiary have named to receive it. If no such person survives your beneficiary, the death benefit will be paid in one sum to your beneficiary's estate.
39	.	Internal transfers and switches available to a beneficiary. If your beneficiary is receiving unit-annuity income under this certificate from a death benefit method, he or she will have the same opportunity to transfer or switch as you would have had under an income option, as described in section 32.

PART F: INTERNAL TRANSFERS

40	.	Internal transfers. You may transfer all or part of your accumulation units from a CREF account under this certificate to purchase accumulation units in one of the other CREF accounts under this certificate, or to your companion TIAA contract. If you have an accumulation in your companion TIAA contract, you may transfer from that contract to this certificate. You may transfer your entire accumulation in a CREF account, or any part thereof not less than $1,000. Any internal transfer to or from TIAA is subject to the terms of your companion TIAA contract. CREF reserves the right to limit internal transfers from each account to not more than one in a calendar quarter.
41	.	Effective date of internal transfers. An internal transfer will be effective as of the end of the business day in which we receive your written request for an internal transfer. You may defer the effective date of the internal transfer until any business day following the date on which we receive your request. CREF will determine all values as of the end of the effective date. You can't revoke a request for an internal transfer after its effective date.
42	.	Systematic transfers. You may elect to have transfers made on a systematic basis. Systematic transfers may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-

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		monthly transfers are made twice a month, with the second payment scheduled 14 days after the first payment. You choose which day the transfer will be made, except that if the date of a scheduled transfer is not a business day, the transfer will be made on the following business day. Transfers will continue until you tell us to stop or your accumulation in the selected account is exhausted. Systematic transfers are subject to all the provisions described above for transfers, except that a reduced minimum amount of $100 applies to such transfers.
43	.	Crediting internal transfers. Internal transfers to a CREF account purchase accumulation units as of the end of the effective date of the internal transfer, in accordance with the Rules of the Fund.
44	.	Internal transfer to begin income from TIAA. You may transfer all or part of your accumulation units from a CREF account under this certificate to TIAA to purchase a guaranteed lifetime annuity income with benefits beginning immediately. Such transfers may be made at any time on or before your annuity starting date. The guaranteed benefit for the TIAA contract will be determined on whichever of these bases produces the largest guaranteed payments:
		A)	(1)	interest at the effective annual rate of 2%;
			(2)	mortality according to the Annuity 2000 mortality table (TIAA Merged Gender Mod A), with ages set back one year for each completed year between January 1, 1997 and the effective date of the internal transfer; and
			(3)	a charge of 3.5% for expenses and contingencies;
		B)	the basis applicable to internal transfers to the Traditional Annuity under your companion TIAA contract on the effective date of the internal transfer; or
		C)	the interest rate, mortality table, and charge for contingencies and expenses in use for any individual single premium immediate annuities being offered by TIAA when the payments start.

PART G: LUMP-SUM BENEFITS

45	.	Availability of the lump-sum benefit. You may withdraw as a lump-sum benefit all of a specified account's accumulation units, or any part thereof not less than $1,000. CREF reserves the right to limit lump-sum benefits from each account to not more than one in a calendar quarter.
46	.	Effective date of a lump-sum benefit. Any choice of lump-sum benefit must be made by written notice to CREF on or before the day your income benefits begin, as explained in section 52. A lump-sum benefit will be effective as of the business day on which we receive, in a form acceptable to CREF your request for a lump-sum benefit.
		You may choose to defer the effective date of the lump-sum benefit until any business day following the date on which we receive your request. CREF will determine all values as of the end of the effective date in accordance with the Rules of the Fund. You can't revoke a request for a lump-sum benefit after its effective date.

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C1000.11-ATRA-STDR	Some provisions may vary in some states.	CREF ATRA

Your CREF After-Tax Retirement Unit-Annuity Certificate

47 . Systematic withdrawals. You may elect to have lump-sum benefits made on a systematic basis. Systematic withdrawals may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-monthly withdrawals are made twice a month, with the second payment scheduled 14 days after the first payment. You choose which day the lump-sum benefit will be paid, except that if the date of a scheduled lump-sum benefit is not a business day, it will be paid on the following business day. Withdrawals will continue until you tell us to stop or until the portion of your accumulation available for withdrawal in the selected account is insufficient to support the benefit. Systematic withdrawals are subject to all the provisions described above for lump-sum benefits, except that a reduced minimum amount of $100 applies.

PART H: GENERAL PROVISIONS

48	.	Report of accumulation. At least once each year, we will provide you with a report for this certificate showing the value of your accumulation (death benefit) as of a date specified in the report.
49	.	No assignment, transfer or loans. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. This certificate does not provide for loans.
50	.	Protection against claims of creditors. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law.
51	.	CREF's right to stop offering an account, unit-annuities from an account, or an income change method for unit-annuities from an account. CREF can delete or stop providing unit-annuities in any account, including any future accounts, except the Stock Account and the Money Market Account. CREF can also stop providing unit-annuities payable under either the annual or monthly income change method from any current or future CREF account.
		If you have accumulation units in an account that is deleted, you must transfer them to another CREF account. If you do not make a choice, CREF will transfer your accumulation units to the CREF Money Market Account, where you can leave them or subsequently transfer them in accordance with transfer provisions then applicable.
		If you have annuity units payable from an account that is deleted or in which CREF stops providing unit-annuities, you must transfer them to another CREF account that maintains annuity units or to TIAA in accordance with the provisions of Part F. If you do not make a choice, CREF will transfer your annuity units to the CREF Money Market Account, where you can leave them or subsequently transfer them in accordance with transfer provisions then applicable.
		If you have annuity units payable under an income change method from an account and CREF stops providing that income change method, you must:
		A)	switch those annuity units to the other income change method in the same account;
		B)	transfer them to another CREF account then offering the same income change method; or
		C)	transfer them to TIAA in accordance with the provisions of Part F.

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Your CREF After-Tax Retirement Unit-Annuity Certificate

		If you do not tell us to transfer or switch your annuity units, we will switch them to the other income change method in the same account.
		At any time, CREF can switch any annuity units payable under the annual income change method in any CREF account to the monthly income change method.
		All elections and choices made in connection with an income option or method of payment of the death benefit and in effect as of the date of transfer will remain in effect. The number of annuity units in the account to which the unit-annuity is transferred will be determined in accordance with the Rules of the Fund.
52	.	Procedure for elections, changes, and requests for benefits. You (or your beneficiaries after your death) have to make any choice or changes available under this certificate in a form acceptable to CREF at our home office in New York, NY, or at another location that we designate. If you (or your beneficiaries after your death) send us a notice changing your beneficiaries or other persons named to receive payments, it will take effect as of the date it was signed even if you (or any other signer) then die before the notice actually reaches CREF. Any other notice will take effect as of the date CREF receives it. If CREF takes any action in good faith before receiving the notice, we won 't be subject to liability even if our acts were contrary to what you told us in the notice.
		For purposes of determining the effective dates of any transactions, transaction requests will only be deemed to have been received when they are received by CREF, or its appropriately designated agent, in good order, in accordance with procedures established by CREF or as required by law. CREF reserves the right to limit the number of transactions that you may make effective on a single business day.
		All benefits are payable at our home office in New York, NY, or at another location that we designate. If you have any questions about this certificate or inquiries about our service, or if you need help to resolve a problem, you can contact us at the address or phone number below.
[CREF 730 Third Avenue New York, NY 10017-3206 Telephone: 800 842-2733]
53	.	Payment to an estate, trustee, etc. CREF reserves the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity that isn't a natural person. CREF won't be responsible for the acts or neglects of any executor, trustee, guardian, or other third party receiving payments under the certificate.
		If you designate a trustee of a trust as beneficiary, CREF is not obliged to inquire into the terms of the underlying trust or any will.
		If death benefits become payable to the designated trustee of a testamentary trust, but:
		A)	no qualified trustee makes claim for the benefits within nine months after your death; or
		B)	evidence satisfactory to CREF is presented at any time within such nine-month period that no trustee can qualify to receive the benefits due,
		payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise payment will be made to the executors or administrators of your estate.
		If benefits become payable to an inter-vivos trustee (the person appointed to execute a trust created during an individual’s lifetime), but the trust is not in effect or there is no qualified

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Your CREF After-Tax Retirement Unit-Annuity Certificate

		trustee, payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise payment will be made to the executors or administrators of your estate.
		Payment to any trustee, successor beneficiary, executor, or administrator, as provided for above, shall fully satisfy CREF's payment obligations under this certificate to the extent of such payment.
54	.	Service of process upon CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States or Puerto Rico provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the jurisdiction in which the action or suit is brought. This section does not waive any of our rights, including the right to remove such action or suit to another court.
55	.	Benefits based on incorrect data. If the amount of benefits is determined by data as to a person's age or sex that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund.
56	.	Proof of survival. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of this certificate is alive on the date any benefit payment is due. If this proof is not received after it has been requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a two-life unit-annuity CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment, plus compound interest at the effective rate of 6% per year, has been recovered.
57	.	Compliance with laws and regulations. CREF will administer this certificate to comply with the restrictions of all laws and regulations pertaining to the terms and conditions of this certificate. You cannot elect any benefit or exercise any right under this certificate if the election of that benefit or exercise of that right is prohibited under an applicable state or federal law or regulation.
		The choice of income option, annuity starting date, beneficiary or second participant, method of payment of the death benefit, and the availability of internal transfers and lump-sum benefits as set forth in this certificate are subject to the applicable restrictions and distribution requirements of the IRC, and any rulings and regulations issued under the IRC.

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Your CREF After-Tax Retirement Unit-Annuity Certificate

Individual Flexible Premium
Deferred Variable Unit-Annuity

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EX-99.6(T)(XII)

EXHIBIT 99.6(t)(xii)

SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: 800-842-2733

IRA Certificate

Participant: [John D. Professor] Certificate Number: [Mxxxxxx-x] Date of Issue: [01-01-2003]

This is a certificate between you, the participant, and us, College Retirement Equities Fund (CREF). This page refers briefly to some of the features of this certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

GENERAL DESCRIPTION

All premiums must be IRA amounts that meet the requirements of the Internal Revenue Code. You may allocate your CREF premiums to one or more of the CREF accounts described in your certificate.

Each premium allocated to a CREF account purchases a number of accumulation units representing your share in the CREF account. Accumulations in CREF accounts are not guaranteed and may increase or decrease depending primarily on investment results. You may convert your accumulation units to an income of annuity units in one or more of the CREF accounts.

You may withdraw all or part of your accumulation before starting to receive income and you may transfer all or part of your accumulation among the CREF accounts or to your companion TIAA contract.

When you are ready to start receiving your income, you may choose an option from among those described in your certificate. If you die before you start receiving your income, your accumulation will provide a death benefit for your beneficiary.

30-Day Right to Examine Your Certificate. You have 30 days from the day you receive this certificate to examine it and to cancel it if you decide not to keep it. If you decide to cancel this certificate, send it and your request to CREF at the address shown above. Upon receipt of such request, CREF will refund the accumulated value of all premiums as of the date you mailed or delivered your request to us, plus premium taxes (if any) deducted from premiums paid. As of that date, this certificate will then be void and no benefits will be provided under it. If this certificate was issued as a result of a transfer from another contract or certificate issued by TIAA or CREF, the refund will be reinstated in such contract or certificate as of the date of cancellation.

This certificate does not guarantee any fixed-dollar benefits. It cannot be assigned and it does not provide for loans.

President and Chief Executive Officer               

Individual Flexible Premium
Deferred Variable Unit-Annuity
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Your CREF IRA Certificate

INDEX OF PROVISIONS

	Section
Accounts
- Definition	1
- Deletion	64
Accumulation	3
Accumulation Units - Definition	2
Amendment - Right to Amend	71
Annuity Benefit
- Annuity Unit	5
- Unit-Annuity	22
Annuity Starting Date
- Change of	32
- Definition	4
Assignment - Void and of No Effect	60
Benefits
- Based on Incorrect Data	68
- Requests for	73
Business Day	7
Certificate	24
Claims of Creditors
- Protection Against	62
Commuted Value	8
Companion TIAA Contract	26
Compensation	9
Contestability	25
Correspondence with us	73
Death Benefit
- Beneficiary	6
- Changing the Beneficiary	38
- Definition	10
- Internal Transfers and Switches
Available to Beneficiary	42
- Methods of Payment	39
- Naming Your Beneficiary	38
- Number of Annuity Units	40
- Payment of	37
- Payments after Death
of Beneficiary	41
Distribution
- Amount Required
to be Distributed	56
- Beginning Distributions	52
Distribution Periods, Requirements
- Distribution after Death	57
- Life Expectancy	53
- Limits on Distribution Periods	55
- Required Beginning Date	19
Distribution Requirements
- Application of	51
- Designated Beneficiary	54

	Section
Elections and Changes - Procedure	73
Errors - Premium Received in Error	72
Exclusive Benefit	61
Funding Vehicle	11
Income Benefit
- Definition	12
- Internal Transfers and Switches
Under a Unit-annuity	36
- Number of Annuity Units	35
- Options	33
- Guaranteed or Fixed Period	34
- Starting Payments	32
Income Change Method	13
Internal Transfers
- Availability	43
- Crediting	45
- Definition	14
- Systematic Transfers	44
- To a TIAA Payout Annuity	46
IRA	15
IRA Amount	28
IRC	16
Lapse - Protection Against	31
Laws and Regulations
- Compliance with	70
Loans - Loans Not Available	60
Lump-sum Benefit
- Availability of	47
- Definition	17
- Effective Date	48
- Payment of	49
- Systematic Withdrawals	50
Non-Forfeiture of Benefits	63
Ownership	59
Payee - Definition	18
Payment to an Estate, Trustee, etc	66
Premiums
- Definition	27
- Allocation of	29
- Taxes	30
Proof of Survival	69
Report of Accumulation	58
Rules of the Fund	20
Second Participant	21
Service of Process upon CREF	67
Tax-Free Rollover - Right to	65
Valuation Day	23

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Your CREF IRA Certificate

PART A: PARTICIPANT DATA

Participant:	[John D. Professor]
Social Security Number:	[xxx-xx-xxxx]
Date of Birth:	[12-20-1952]
Issue Date:	[01-01-2003]
Annuity Starting Date:	[01-01-2018]
Certificate Number:	[Mxxxxxx-x]
Companion TIAA Contract Number:	[Txxxxxx-x]

This certificate was made and delivered in the state of [New York]. The validity and effect of all rights and duties under this certificate are governed by the laws there in force.

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Your CREF IRA Certificate

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SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, NY 10017-3206
Telephone: [800-842-2733]

Endorsement to your Deferred Unit-Annuity Certificate

Effective Date: [Upon receipt / Attached at issue]

Please read this endorsement and attach it to your certificate. The purpose of this endorsement is to clarify the provisions of your certificate pertaining to the payment of death benefits. It does not take away any of the rights established under your certificate.

The value of any death benefit payments made under your certificate will be determined, in accordance with the Rules of the Fund, based on the value of the accumulation units to be paid, or converted to a unit-annuity, as of the date such payment or conversion is to be effective.

Your CREF IRA Certificate

PART B: TERMS USED IN THIS CERTIFICATE

1.	Accounts. CREF maintains the following investment accounts, each with its own distinct investment portfolio:
		[The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks.
		The CREF Global Equities Account maintains a broadly diversified portfolio consisting primarily of foreign and domestic common stocks.
		The CREF Equity Index Account maintains a portfolio consisting primarily of domestic stocks selected to track the overall U.S. stock market.
		The CREF Growth Account maintains a portfolio consisting primarily of common stocks that we believe present the opportunity for exceptional growth.
		The CREF Social Choice Account maintains a portfolio consisting primarily of common stocks, investment grade fixed income securities and short-term debt securities.
		The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities and money market instruments.
		The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade fixed income securities.
		The CREF Inflation-Linked Bond Account maintains a portfolio consisting primarily of inflation-indexed bonds issued by the U.S. Government and its agencies, foreign governments and corporate entities.
	In the future, CREF may establish other accounts with other investment portfolios, and may delete accounts as described in section 64.
2.	Accumulation units. Each CREF account maintains a separate accumulation unit value. The current value of each account’s accumulation unit is based on the market value of that account’s investments, and will be determined in accordance with the Rules of the Fund. The number of your accumulation units in any account under your certificate will be increased and decreased in accordance with the Rules of the Fund. The number will be increased if:
		A)	you allocate premiums to that account under your certificate; or
		B)	you transfer to that account under your certificate from another CREF account or from your companion TIAA contract;
	and the number will be decreased if:
		C)	any premium taxes are deducted for that account;
		D)	any accumulation units from that account are applied to the payment of income benefits or death benefits;

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	CREF Contributory IRA
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Your CREF IRA Certificate

		E)	you elect a lump-sum benefit paid from that account; or
		F)	you elect an internal transfer from that account.
3.	Your accumulation is equal to the sum of the value of all of your accumulation units in all of the accounts under your certificate. Your accumulation will provide the benefits described in your certificate.
4.	Your annuity starting date is the date you exchange accumulation units for annuity units in order to provide unit-annuity payments or the date you apply your accumulation units to a minimum distribution annuity. Your scheduled annuity starting date is shown on page 3. You may change your annuity starting date, as explained in section 32. You must begin to receive benefits no later than your required beginning date, as described in section 19.
5.	An annuity unit is the unit of payment for all unit-annuity benefits. The value of an annuity unit changes from time to time to reflect the investment, mortality and expense experience of the account. There is a separate and distinct annuity unit value for each income change method within each CREF account. The value of each annuity unit is determined, using actuarial methods, in accordance with the Rules of the Fund.
6.	Beneficiaries are persons you name, in a form satisfactory to CREF as explained in section 38, to receive the death benefit if you die before your annuity starting date.
7.	A business day is any day that the New York Stock Exchange is open for trading. A business day ends at 4:00 P.M. Eastern time, or when trading closes on the New York Stock Exchange, if earlier.
8.	The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments that are not contingent upon the survival of a participant. The commuted value of a series of payments of annuity units is computed in accordance with the Rules of the Fund, in which it is referred to as the present value.
9.	Compensation is defined as wages, salaries, professional fees or other amounts derived from or received for personal services actually rendered (including, but not limited to commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses) and includes earned income, as defined in IRC section 401(c)(2) (reduced by the deduction you take for contributions made to a self-employed retirement plan). For purposes of this definition, IRC section 401(c)(2) shall be applied as if the term trade or business for purposes of IRC section 1402 included service described in subsection (c)(6). Compensation does not include amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation. The term “compensation” shall include any amount includible in your gross income under IRC section 71 with respect to a divorce or separation instrument described in subparagraph (A) of IRC section 71(b)(2). If you are married and filing a joint return, your spouse’s compensation, if it is greater than yours, will be treated as your own compensation, but only to the extent that your spouse’s compensation is not being used for purposes of your spouse making a contribution to a Roth IRA or to a deductible or nondeductible Non-Roth IRA.

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Your CREF IRA Certificate

10.	The death benefit is the current value of your accumulation under your certificate. It will be paid to your beneficiary under one of the methods set forth in Part E if you die before your annuity starting date.
11.	A funding vehicle is an annuity or an investment fund established to provide retirement benefits from monies remitted under an employer plan or individual retirement annuity.
12.	The income benefit is the variable income payable to you under one of the income options set forth in Part D. The first payment will be payable as of your annuity starting date.
13.	Income change method. Unit-annuity payments are determined under one of two income change methods. Under the annual income change method, the amount of each unit-annuity payment is revalued once each year. Under the monthly income change method, the amount of each unit-annuity payment is revalued every month. The revaluation dates are defined in the Rules of the Fund.
14.	An internal transfer is the movement of accumulations between CREF accounts, or between this certificate and your companion TIAA contract. The provisions concerning internal transfers are set forth in Part F.
15.	An IRA is an individual retirement annuity as described in IRC section 408. In the event of a conflict between IRC section 408 and the terms of your certificate, then IRC section 408 will prevail.
16.	The IRC is the Internal Revenue Code of 1986, as amended. All references to any section of the IRC shall be deemed to refer not only to such section but also to any amendment thereof and any successor statutory provisions.
17.	A lump-sum benefit is a withdrawal in a single sum of all or part of your accumulation. The provisions concerning lump-sum benefits are set forth in Part G.
18.	The payee is a person named to receive any periodic payments or amounts due under an income option or method of payment of the death benefit:
		A)	after your death, if the income option that had been chosen was a one-life unit-annuity with a guaranteed period, the fixed-period unit-annuity, or the minimum distribution annuity;
		B)	after the death of both you and your second participant, if the income option that had been chosen was a two-life unit-annuity with a guaranteed period; or
		C)	after the death of a beneficiary, if the death benefit payment method that had been chosen was a one-life unit-annuity with a guaranteed period, a fixed-period unit-annuity, or the minimum distribution annuity.
19.	Your required beginning date is the latest date on which you can begin to receive your accumulation in accordance with the rules of the IRC. It is the April 1 following the calendar year in which you attain age 70½. You must receive or begin to receive your entire accumulation no later than your required beginning date.

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Your CREF IRA Certificate

20.	The Rules of the Fund govern all matters affecting your participation in CREF to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone participating in CREF. A copy of the Rules of the Fund was furnished to you when this certificate was issued. You will be notified of all amendments to the Rules.
21.	The second participant is the person you name, if you choose to receive your income under a two-life unit-annuity, to receive an income for life if he or she survives you. You may name your spouse, or any other person eligible under CREF’s practices then in effect, to be a second participant.
22.	A unit-annuity is a series of periodic payments based on a specified number of annuity units payable at a stated payment frequency. Each unit-annuity payment is equal to the then current value of one annuity unit multiplied by the number of annuity units payable. The value of each annuity unit will change either once each year or once each month according to the income change method you select. A CREF unit-annuity may be comprised of annuity units payable under one or both income change methods from one or more CREF accounts. The number of annuity units to be paid and their then current value will be determined in accordance with the Rules of the Fund using actuarial methods. A unit-annuity benefit may be elected as described in Parts D and E.
23.	A valuation day is a day on which the dollar values of the accumulation units in the CREF accounts are established. The procedure for determining valuation days is contained in the Rules of the Fund.

PART C: CERTIFICATE AND PREMIUMS

24.	The certificate. We have issued this certificate in return for the first premium. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an executive officer of CREF.
25.	Contestability. The certificate is incontestable.
26.	Companion TIAA contract. Teachers Insurance and Annuity Association (TIAA) is a companion organization to CREF. TIAA issued a companion TIAA IRA contract to you when you received this certificate. The contract number is shown on page 3.
27.	Premiums. All premiums must be IRA amounts, and each premium must be at least $100. CREF may accept premiums at any time before the annuity starting date or your prior death. Premiums will be credited to your certificate as of the end of the business day in which they are received by CREF at the location that CREF will designate by prior written notice.

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Your CREF IRA Certificate

28.	An IRA amount is any of the following:
		A)	a contribution to an IRA as described in IRC section 408, but excluding section 408(p), up to but not in excess of the annual limit described in IRC section 219;
		B)	a transfer or rollover contribution as permitted in accordance with IRC sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3), and 457(e)(16); or
		C)	a transfer or rollover contribution of amounts attributable to an employer under a Simple IRA plan as described in IRC section 408(p) for an individual who began participation in the plan at least two years prior to the transfer or rollover.
	An IRA amount for this certificate does not include a contribution to a Roth IRA as described in, and subject to, IRC section 408A.
	You may make contributions for each tax year prior to the year in which you attain age 70½. All contributions must be in cash. Unless otherwise permitted by law, contributions on your behalf to all IRAs, except for a transfer or a rollover contribution, may not exceed the lesser of the following limits or your compensation:
		A)	$3,000 for any taxable year starting in 2002 through 2004;
		B)	$4,000 for any taxable year starting in 2005 through 2007;
		C)	$5,000 for any taxable year starting in 2008 and years after that.
	After 2008, the limit will be adjusted by the Secretary of the Treasury for cost-of- living increases under IRC section 219(b)(5)(C). The adjustments will be in multiples of 500
	If you are age 50 or older, the annual cash contribution limit is increased by:
		A)	$500 for any taxable year starting in 2002 through 2005; and
		B)	$1,000 for any taxable year starting in 2006 and years after that.
29.	Allocation of premiums. You allocate premiums among the CREF accounts. You may change your allocation for future premiums at any time. We will allocate your premiums according to the most recent valid instructions we have received from you in a form acceptable to CREF. If no valid allocation instructions have been received, all premiums will be allocated to the CREF Money Market Account.
30.	Premium taxes. If state or local government premium taxes are incurred, they will be deducted from your certificate accumulation, to the extent permitted by law.
31.	Unconditional protection against lapse. Your certificate will not lapse after the first premium has been paid. No additional premiums are required.

PART D: YOUR INCOME BENEFIT

32. Starting your income benefit. Payment of your income benefit will begin as of the annuity starting date you have chosen, if you are then living and:

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Your CREF IRA Certificate

		A)	you have chosen one of the income options set forth in section 33;
		B)	if you choose a one-life unit-annuity, we have received proof of your age;
		C)	if you choose a two-life unit-annuity, we have received proof of your age
			and the age of your second participant; and
		D)	if you choose the minimum distribution annuity, we have received proof of your age and the age of the calculation beneficiary you name, if any
	If the requirements of this section have not been completed by the annuity starting date you have chosen, the annuity starting date will be deferred to a date after these requirements have been completed, or if earlier, to your required beginning date. You may not begin a one-life unit-annuity after you attain age 90, nor may you begin a two- life unit-annuity after you or your second participant attain age 90. If your accumulation is less than $5,000 on your annuity starting date, CREF may choose instead to pay your accumulation to you in a single sum.
	At any time before you start to receive your income benefit, you may change your annuity starting date to a date after the change, by written notice to CREF as explained in section 73. You may change the annuity starting date to the first of any month after the change, but not to a month later than your required beginning date, as described in section 19.
33.	Income options are the ways in which you may have your income benefit paid to you. You may choose the option you want any time before your annuity starting date. You may change your choice any time before payments begin, but once they have begun, the election to begin receiving benefits is irrevocable and no change can be made. Any choice of option or change of such choice must be made by written notice to CREF as explained in section 73.
	Your right to elect an option or change such election is subject to the distribution requirements described in Part H and may be limited in accordance with section 70. The following are the income options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a second participant and some provide that payments will continue in any event during a guaranteed or fixed period as explained in section 34. The periodic amount paid to you or a surviving second participant depends on which of these options you choose.
	One-life unit-annuity. A payment will be made to you each month for as long as you live. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease at your death. If you include a guaranteed period and you die before the end of that period, monthly payments will continue until the end of that period and then cease.
	Two-life unit-annuity. A payment will be made to you each month for as long as you live. After your death, a payment will be made each month to the second participant you have named, for as long as he or she survives you. You cannot change your choice of second participant after your payments begin. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease when you and your second participant have both died. You may choose from among the following forms of two-life unit-annuity.

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Your CREF IRA Certificate

Full benefit to survivor. At the death of either you or your second participant, the full number of annuity units that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, the full number of annuity units that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.

Two-thirds benefit to survivor. At the death of either you or your second participant, two-thirds of the number of annuity units that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, two-thirds of the number of annuity units that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.

Half benefit to second participant. The full number of annuity units will continue to be paid as long as you live. After your death, if your second participant survives you, one-half of the number of annuity units that would have been paid if you had lived will continue to be paid to your second participant. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, one-half of the number of annuity units that would have been paid if you had lived will continue to be paid until the end of that period and then cease.

Fixed-period unit-annuity. A payment will be made to you each month for a fixed period you choose that is not less than 5 nor more than 30 years. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue until the end of that period and then cease.

Minimum distribution annuity. This income option enables you to limit your distribution to the minimum distribution requirements of federal tax law. Payments will be made to you from your accumulation until your accumulation is entirely paid out, or until your prior death. This option may not provide income that lasts for your entire lifetime.

       If, under this income option, you die before your entire accumulation has been paid out, a death benefit equal to your remaining accumulation will be paid to the person or persons you name when electing this option.

       This income option is only available on or after your required beginning date. The value of the accumulation placed under this option must be at least $10,000.

Automatic election provision. If on your required beginning date, you have not met the requirements for starting your income benefit described in section 32, you will be deemed to have chosen the minimum distribution annuity and the first payment under the minimum distribution annuity will be made as of that date.

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Your CREF IRA Certificate

34.	Post-mortem payments during a guaranteed or fixed period. Any periodic payments or other amounts remaining due after your death and the death of your second participant, if any, during a guaranteed or fixed period will be paid to the payee named to receive them. You name the payee at the time you choose the income option, as described in section 73. You may later change the named payee. If you choose a two-life unit- annuity, your surviving second participant may change the named payees after your death, unless you direct otherwise.
	A payee may choose to receive in one sum the commuted value of any remaining periodic payments that do not involve life contingencies, unless you direct otherwise. If no payee was named to receive these payments, or if no one so named is then living, we will pay the remaining payments due or the commuted value of the remaining periodic payments in one sum to your estate, or to the estate of the last survivor of you and your second participant if you chose a two-life unit-annuity.
	If a payee receiving payments during a guaranteed or fixed period option dies while payments remain due, the commuted value of any remaining payments due to that person will be paid to any other surviving payee that you (or your second participant) had named to receive them. If no payee so named is then living, the commuted value will be paid to the estate of the last payee who was receiving these benefit payments.
35.	The number of annuity units payable under each income change method in each account will be determined as of your annuity starting date, in accordance with the Rules of the Fund, on the basis of:
		A)	the value of your accumulation units in that account under your certificate;
		B)	the income option you choose;
		C)	if you choose a one-life unit-annuity, your age;
		D)	if you choose a two-life unit-annuity, your age and your second participant’s age;
		E)	the value of that account’s annuity unit for the income change method selected; and
		F)	if you choose the minimum distribution annuity, your age and the age of the calculation beneficiary you name under the minimum distribution annuity, if applicable.
	If your initial income benefit would be less than $100 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in an initial payment of $100 or more and the shortest interval between payments.
	The number of annuity units payable from an account will change to reflect any internal transfers or switches you elect, as described in the Rules of the Fund.
36.	Internal transfers and switches under a unit-annuity. After your annuity starting date, at least once in each calendar year you will have the opportunity to:
		A)	transfer annuity units payable from one CREF account into annuity units payable from another CREF account;
		B)	transfer annuity units payable from one CREF account to receive future income under a comparable TIAA annuity;
		C)	switch annuity units payable under one income change method to the other income change method in the same CREF account.

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Your CREF IRA Certificate

	Contracts and certificates are comparable if they are being paid under the same income option, and have the same participant (annuitant), second participant (second annuitant) if any, and remaining guaranteed period.
	The right to transfer or switch is subject to the availability of the unit-annuity or the income change method under the accounts, as described in section 64. Any internal transfer to TIAA is subject to the terms of the comparable TIAA certificate.
PART E: DEATH BENEFIT
37.	Payment of the death benefit. If you die before your annuity starting date, the death benefit will be payable to your beneficiary. We must receive the following in a form acceptable to CREF before any death benefit will be paid:
		A)	proof of your death;
		B)	the choice of a method of payment as provided in section 39; and
		C)	proof of the beneficiary’s age if the method of payment chosen is the one-life unit-annuity or the minimum distribution annuity.
	Payment under the single-sum payment method will be made as of the date we receive these items; payment under any other method of payment will start no later than the first day of the month after we have received these items.
38.	Naming your beneficiary. Beneficiaries are persons you name to receive the death benefit if you die before your annuity starting date. At any time before your annuity starting date, you may name, change, add or delete your beneficiaries, by written notice to CREF as explained in section 73.
	You can name two classes of beneficiaries, primary and contingent, which set the order of payment. At your death, your beneficiaries are the surviving primary beneficiary or beneficiaries you named. If no primary beneficiary survives you, your beneficiaries are the surviving contingent beneficiary or beneficiaries you named.
	If a class contains more than one person, the death benefit will be paid in equal shares to the then living persons in the class, unless you’ve explicitly provided otherwise. For example, if you name your spouse as primary beneficiary and your children as contingent beneficiaries, your spouse would receive the death benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the death benefit in equal shares. The share of any named beneficiary in a class who does not survive will be allocated in equal shares to the beneficiaries in such class who do survive, even if you’ve provided for these beneficiaries to receive unequal shares.
	The death benefit will be paid to your estate in one sum if you name your estate as beneficiary, if none of the beneficiaries you have named is alive at the time of your death, or if at your death you had never named a beneficiary. If distributions to a named beneficiary are barred by operation of law, the death benefit will be paid to your estate.
39.	Methods of payment are the ways in which your beneficiary may receive the death benefit. You may choose the method of payment and change your choice at any time before payments begin. After your death, your beneficiary may change the method chosen by you, if you so provide. If you do not choose a method of payment, your beneficiary will make the choice when he or she becomes entitled to payments. If the

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amount of the death benefit due to any one beneficiary is less than $5,000, CREF may change the method of payment for the portion of the death benefit payable to that beneficiary to the single-sum payment method. The right to elect a method or change such election is subject to the distribution requirements described in Part H and may be limited in accordance with section 70.

       A beneficiary may not begin to receive the death benefit under the one-life unit-annuity method after he or she attains age 90. If you die before your annuity starting date and have chosen the one-life unit-annuity method for a beneficiary who has attained age 90, he or she must choose another method. Your beneficiary can transfer all or part of your accumulation to TIAA in order to receive that portion of the death benefit under a method of payment offered by TIAA. Such transfer can be for all of an accumulation or for any part thereof not less than $1,000. Any choice of method or change of such choice must be made by written notice to CREF, as explained in section 73.

       Generally, the distribution of the death benefit under any method of payment must be made over the lifetime of your beneficiary or over a period not to exceed your beneficiary’s life expectancy. The distribution of the death benefit under a method of payment must be made in such a form and begin at such date as meets the requirements of the IRC and the regulations thereunder. If such method of payment has not been chosen to begin by that date, payments will be made to your beneficiary under a method of payment in accordance with the requirements of the IRC and any regulations thereunder. The following are the methods of payment:

Single-sum payment. The death benefit will be paid to your beneficiary in one sum.

One-life unit-annuity. A payment will be made to your beneficiary each month for life. A guaranteed period of 10, 15 or 20 years may be included. If a guaranteed period isn’t included, all payments will cease at the death of your beneficiary. If a guaranteed period is included and your beneficiary dies before the end of that period, monthly payments will continue until the end of that period and then cease, as explained in section 41.

Fixed-period unit-annuity. A payment will be made to your beneficiary each month for a fixed period of not less than 5 nor more than 30 years, as chosen. At the end of the period chosen the entire death benefit will have been paid out. If your beneficiary dies before the end of the period chosen, the monthly payments will continue until the end of that period and then cease, as explained in section 41.

Minimum distribution annuity. This method enables your beneficiary to limit his or her distribution to the minimum distribution requirements of federal tax law. Payments are made from your accumulation in each year that a distribution is required, until your accumulation is entirely paid out or until your beneficiary dies. This method may not provide income for your beneficiary that lasts for his or her entire lifetime. If your beneficiary dies before the entire accumulation has been paid out, the remaining accumulation will be paid in one sum to the payee named to receive it. The value of the death benefit placed under this method must be at least $10,000.

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Your CREF IRA Certificate

40.	The number of annuity units payable to a beneficiary from each account under each income change method will be determined as of the date the unit-annuity begins, in accordance with the Rules of the Fund, on the basis of:
		A)	the value of your accumulation units in that account under your certificate;
		B)	the method of payment chosen for the death benefit;
		C)	if the method chosen is the one-life unit-annuity, the age of your beneficiary;
		D)	the value of that account’s annuity unit for the income change method selected.
	The number of annuity units payable from an account will change to reflect any internal transfers or switches a beneficiary elects as described in the Rules of the Fund. If any method chosen would result in an initial payment of less than $100 a month, CREF will have the right to require a change in choice that will result in an initial payment of at least $100.
41.	Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of your beneficiary during a guaranteed or fixed period will be paid to the payee named by you or your beneficiary to receive them, by written notice to CREF as explained in section 73. The commuted value of these payments may be paid in one sum unless we are directed otherwise.
	If no payee has been named to receive these payments, or if no one so named is living at the death of your beneficiary, the commuted value will be paid in one sum to your beneficiary’s estate.
	If a payee receiving these payments dies before the end of the guaranteed or fixed period, the commuted value of any payments still due that person will be paid to any other payee named to receive it. If no one has been so named, the commuted value will be paid to the estate of the last payee who was receiving these payments.
	If your beneficiary dies while any part of the death benefit is held by CREF under the minimum distribution annuity, that amount will be paid in one sum to the payee you or your beneficiary have named to receive it. If no such person survives your beneficiary, the death benefit will be paid in one sum to your beneficiary’s estate.
42.	Internal transfers and switches available to a beneficiary. If your beneficiary is receiving unit-annuity income under this certificate from a death benefit method, he or she will have the same opportunity to transfer or switch as you would have had under an income option, as described in section 33.

PART F: INTERNAL TRANSFERS

43. Internal transfers. You may transfer your entire accumulation in a CREF account under your certificate, or any part thereof not less than $1,000, to purchase accumulation units in one of the other CREF accounts under your certificate, or to your companion TIAA contract. If you have an accumulation in your companion TIAA contract, you may transfer from that contract to this certificate. Any internal transfer to or from TIAA is subject to the terms of your companion TIAA contract. CREF reserves the right to limit internal transfers from each account to not more than one in a calendar quarter.

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	An internal transfer will be effective as of the end of the business day in which we receive your written request for an internal transfer. You may defer the effective date of the internal transfer until any valuation day following the date on which we receive your request. CREF will determine all values as of the end of the effective date. You can’t revoke a request for an internal transfer after its effective date.
44.	Systematic transfers. You may elect to have transfers made on a systematic basis. Systematic transfers may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-monthly transfers are made twice a month, with the second payment scheduled 14 days after the first payment. You choose which day the transfer will be made, except that if the date of a scheduled transfer is not a business day, the transfer will be made on the following business day. Transfers will continue until you tell us to stop or your accumulation in the selected account is insufficient to support the transfer. Systematic transfers are subject to all the provisions described above for transfers, except that a reduced minimum amount of $100 applies to such transfers.
45.	Crediting internal transfers. Internal transfers to a CREF account purchase accumulation units as of the end of the effective date of the internal transfer, in accordance with the Rules of the Fund.
46.	Internal transfer to begin income from TIAA. You may transfer all or part of your accumulation units from a CREF account under your certificate to TIAA to purchase a guaranteed lifetime annuity income with benefits beginning immediately. Such transfers may be made at any time on or before your annuity starting date. The guaranteed benefit for the TIAA contract will be determined on whichever of these bases produces the largest guaranteed payments:
		A)	(1)	interest at the effective annual rate of 2%;
			(2)	mortality according to the Annuity 2000 mortality table (TIAA Merged Gender Mod A), with ages set back one year for each completed year between January 1, 1997 and the effective date of the internal transfer; and
			(3)	a charge of 3.5% for expenses and contingencies;
		B)	the basis applicable to internal transfers to the Traditional Annuity under your companion TIAA contract on the effective date of the internal transfer; or
		C)	the interest rate, mortality table, and charge for contingencies and expenses in use for any individual single premium immediate annuities being offered by TIAA when the payments start.

PART G: LUMP-SUM BENEFITS

47. Availability of the lump-sum benefit. You may, subject to the limits described below, withdraw as a lump-sum benefit all or part of a specified account’s accumulation units. If you choose the lump-sum benefit, we will pay your accumulation, or any part thereof not

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	less than $1,000. CREF reserves the right to limit lump-sum benefits from each account to not more than one per calendar quarter.
48.	Effective date of a lump-sum benefit. Any choice of lump-sum benefit must be made by written notice to CREF on or before the day your income benefits begin, as explained in section 73. A lump-sum benefit will be effective as of the business day on which we receive your request for a lump-sum benefit, in a form acceptable to CREF. You may choose to defer the effective date of the lump-sum benefit until any valuation day following the date on which we receive your request. CREF will determine all values as of the end of the effective date in accordance with the Rules of the Fund. You can’t revoke a request for a lump-sum benefit after its effective date.
49.	Payment of a lump-sum benefit. A lump-sum benefit may be paid:
		A)	to you as a cash withdrawal;
		B)	to another funding vehicle as a direct transfer under federal tax law; or
		C)	to a TIAA IRA contract, a CREF IRA certificate, or to a funding vehicle whether or not it is offered by CREF or TIAA, as a tax-free rollover, as permitted in section 65.
50.	Systematic withdrawals. You may elect to have lump-sum benefits made on a systematic basis. Systematic withdrawals may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-monthly withdrawals are made twice a month, with the second payment scheduled 14 days after the first payment. You choose which day the lump-sum benefit will be paid, except that if the date of a scheduled lump-sum benefit is not a business day, it will be paid on the following business day. Withdrawals will continue until you tell us to stop or until the portion of your accumulation available for withdrawal in the selected account is insufficient to support the benefit. Systematic withdrawals are subject to all the provisions described above for lump-sum benefits, except that a reduced minimum amount of $100 applies.

PART H: DISTRIBUTION REQUIREMENTS

51.	Application of distribution requirements. Your certificate will be administered, and benefits payments will be determined and made, to comply with the distribution requirements of the IRC. The accumulation will be distributed according to the requirements of IRC section 408(b)(3) and the regulations issued thereunder.
52.	Beginning distributions. You must begin to receive distributions from your certificate, in accordance with the requirements described in this part of your certificate, on or before your required beginning date described in section 19. You are deemed to have begun distributions if:
		A)	payments are made upon reaching the required beginning date, or
		B)	prior to your required beginning date you irrevocably begin to receive income benefits over a period permitted and in a form acceptable under the federal income tax regulations. The annuity income options described in Part D are designed to meet these requirements.

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53.	Life expectancy and joint and last survivor life expectancy. Life expectancy is determined using the Single Life Table set forth in Q&A-1 of section 1.401(a)(9)-9 of the federal income tax regulations or as set forth in any amended or successor regulation. Joint and last survivor life expectancy is determined using the Joint and Last Survivor Table set forth in Q&A-3 of section 1.401(a)(9)-9 of the federal income tax regulations or as set forth in any amended or successor regulation.
54.	Designated beneficiary. The designated beneficiary is your oldest primary beneficiary. The beneficiary of a trust may be used if the trust meets the requirements set forth in the federal income tax regulations.
55.	Limits on distribution periods. If you elect a lifetime or fixed-period unit-annuity income option, payments will be made over a period not to exceed one of the following periods:
		A)	your life;
		B)	the life of you and the designated beneficiary;
		C)	a fixed period not extending beyond your life expectancy; or
		D)	a fixed period not extending beyond the joint and last survivor life expectancy of you and the designated beneficiary.
	Payments will be made at intervals not longer than one year. Payments will be either nonincreasing, or will increase only as provided in the federal income tax regulations. In addition, any distribution must satisfy the incidental benefit requirements specified in the federal income tax regulations.
	The distribution periods described in this section cannot exceed the periods specified in the federal income tax regulations.
56.	Determination of amount to be distributed each year. If you do not apply your entire accumulation, on an irrevocable basis, to an income option or a lump-sum benefit as of your required beginning date, the minimum distribution rules of IRC section 408(a)(6) and the regulations thereunder apply to the first calendar year for which distributions are required, and each year after that.
	The amount to be distributed each year will not be less than the amount of your accumulation as of the end of the prior calendar year divided by the divisor set forth in the federal income tax regulations. This divisor will be that determined from the Uniform Lifetime Table set forth in Q&A-2 of section 1.401(a)(9)-9 of the federal income tax regulations or as set forth in any amended or successor regulation or, if your spouse is the sole beneficiary and is more than ten years younger than you, from the Joint and Last Survivor Table set forth in Q&A-3 of section 1.401(a)(9)-9 of the federal income tax regulations or as set forth in any amended or successor regulation.
	Distributions after your death shall be calculated using the applicable life expectancy table set forth in the federal income tax regulations.
	In no event shall the amount to be distributed exceed the accumulation as of the date the distribution is made. The minimum distribution annuity is designed to make payments in accordance with these requirements.
57.	Distribution requirements after your death. If you die after distributions have begun, the remaining portion of your accumulation will continue to be distributed under the income option used prior to your death.

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If you die before distributions have begun, your entire death benefit will be distributed at least as quickly as follows:
	A)	If the designated beneficiary is not your surviving spouse, the entire death benefit will be distributed, starting by the end of the calendar year following the calendar year in which you die, over the remaining life expectancy of the designated beneficiary or, if elected, as explained in C) below. Life expectancy is determined using the designated beneficiary’s age as of his or her birthday in the year following the year of your death.
	B)	If the sole beneficiary is your surviving spouse, the entire death benefit will be distributed, starting by the later of: (1) the end of the calendar year following the calendar year in which you die, and (2) the end of the calendar year in which you would have attained age 70½, over your spouse’s life expectancy or, if elected, as explained in C) below.
		If your surviving spouse dies before death benefit payments have begun to the spouse, the death benefit will be distributed to the spouse’s beneficiary, starting by the end of the calendar year following the calendar year in which the spouse dies, over the remaining life expectancy of the spouse’s designated beneficiary or, if elected, as explained in C) below. Life expectancy is determined using the spouse’s designated beneficiary’s age as of his or her birthday in the year following the year your surviving spouse dies.
		If your surviving spouse dies after death benefit payments have begun to the spouse, the remaining death benefit will continue to be distributed under the method of payment used prior to the spouse’s death.
	C)	If there is no beneficiary or if elected in accordance with A) or B) above, distributions will be completed by the end of the calendar year containing the fifth anniversary of your death or of your surviving spouse’s death before distributions are required to begin as explained in B) above.
	D)	Instead, your surviving spouse may elect to treat this certificate as his or her own if he or she is the sole beneficiary by making a contribution to the certificate, or by failing to begin distributions in accordance with B) above. If such an election is made, the distribution requirements apply as if your spouse were the original owner of the certificate.
Life expectancy, as used in this section, is determined using the Single Life Table set forth in Q&A-1 of section 1.401(a)(9)-9 of the federal income tax regulations or as set forth in any amended or successor regulation. If distributions are being made to a surviving spouse as the sole beneficiary, the spouse’s remaining life expectancy for a year is the number in the Single Life Table corresponding to the spouse’s age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the designated beneficiary’s age in the year distributions are required to begin and reduced by one for each subsequent year.
For the purposes of this section, required distributions are considered to start:
	A)	for your surviving spouse, on the beginning date described in B) above; or
	B)	for other beneficiaries, on the beginning date described in A) or B) above.

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       If distributions start on an irrevocable basis under one of the methods of payment in Part E of this certificate before a required beginning date, then required distributions are deemed to start on a required beginning date. The methods of payment described in Part E are designed to meet these requirements.

PART I: GENERAL PROVISIONS

58.	Report of accumulation. At least once each year, we will provide you with a report for the calendar year just ended. It will show the value of your accumulation (death benefit) and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue.
59.	Ownership. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person.
60.	No assignment, transfer or loans. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. This certificate does not provide for loans.
61.	Exclusive benefit. This certificate is established for the exclusive benefit of you or your beneficiaries.
62.	Protection against claims of creditors. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law.
63.	Non-forfeiture of benefits. Amounts payable under this certificate will not be less than the minimum required as of the date of issue by any statute of the state or other jurisdiction in which this certificate was delivered. Your accumulation and any benefits purchased cannot be forfeited under this certificate.
64.	CREF's right to stop offering an account, unit-annuities from an account, or an income change method for unit-annuities from an account. CREF can delete or stop providing unit-annuities in any account, including any future accounts, except the Stock Account and the Money Market Account. CREF can also stop providing unit-annuities payable under either the annual or monthly income change method from any current or future CREF account.
	If you have accumulation units in an account that is deleted, you must transfer them to another CREF account. If you do not make a choice, CREF will transfer your accumulation units to the CREF Money Market Account, where you can leave them or subsequently transfer them in accordance with transfer provisions then applicable.
	If you have annuity units payable from an account that is deleted or in which CREF stops providing unit-annuities, you must transfer them to another CREF account that maintains annuity units or to TIAA in accordance with the provisions of Part F. If you do not make a choice, CREF will transfer your annuity units to the CREF Money Market Account, where you can leave them or subsequently transfer them in accordance with transfer provisions then applicable.

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	If you have annuity units payable under an income change method from an account and CREF stops providing that income change method, you must:
		A)	switch those annuity units to the other income change method in the same account;
		B)	transfer them to another CREF account then offering the same income change method; or
		C)	transfer them to TIAA in accordance with the provisions of Part F.
	If you do not tell us to transfer or switch your annuity units, we will switch them to the other income change method in the same account.
	At any time, CREF can switch any annuity units payable under the annual income change method in any CREF account to the monthly income change method.
	All elections and choices made in connection with an income option or method of payment of the death benefit and in effect as of the date of transfer will remain in effect. The number of annuity units in the account to which the unit-annuity is transferred will be determined in accordance with the Rules of the Fund.
65.	Right to a tax-free rollover. If you or your surviving spouse (or your spouse or former spouse as an alternate payee under a “qualified domestic relations order,” as defined in the IRC) receive a distribution from your certificate which qualifies as an eligible rollover distribution under IRC section 402(c)(4), any portion of it may be paid as a direct rollover to an eligible retirement plan. An eligible retirement plan is, to the extent permitted by law, a plan satisfying the requirements of IRC section 401(a), 403(a), 403(b), 408 and to the extent that the plan sponsor is a state or local government, section 457(b). However, after-tax contributions to your certificate may not be rolled over to a qualified employer plan.
	Retirement plans eligible for such rollovers may, in the future, be changed by law. If such changes become effective, your certificate will be governed by the laws and regulations then applicable.
66.	Payment to an estate, trustee, etc. CREF reserves the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity that isn’t a natural person. CREF won’t be responsible for the acts or neglects of any executor, trustee, guardian, or other third party receiving payments under the certificate.
	If you designate a trustee of a trust as beneficiary, CREF is not obliged to inquire into the terms of the underlying trust or any will.
	If death benefits become payable to the designated trustee of a testamentary trust, but:
		A)	no qualified trustee makes claim for the benefits within nine months after your death; or
		B)	evidence satisfactory to CREF is presented at any time within such nine- month period that no trustee can qualify to receive the benefits due,
	payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise payment will be made to the executors or administrators of your estate.
	If benefits become payable to an inter-vivos trustee (i.e. a person appointed to execute a trust created during an individual’s lifetime), but the trust is not in effect or there is no qualified trustee, payment will be made to the successor beneficiaries, if any

C1280.4	Page 21
	CREF Contributory IRA
Some provisions may vary in some states.

Your CREF IRA Certificate

	are designated and survive you; otherwise payment will be made to the executors or administrators of your estate.
	Payment to any trustee, successor beneficiary, executor, or administrator, as provided for above, shall fully satisfy CREF’s payment obligations under this certificate to the extent of such payment.
67.	Service of process upon CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States or Puerto Rico provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the jurisdiction in which the action or suit is brought. This section does not waive any of our rights, including the right to remove such action or suit to another court.
68.	Benefits based on incorrect data. If the amount of benefits is determined by data as to a person’s age or any other factor that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund.
69.	Proof of survival. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of your certificate is alive on the date any benefit payment is due. If this proof is not received after it has been requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a two-life unit-annuity CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment, plus compound interest at the effective rate of 6% per year, has been recovered.
70.	Compliance with laws and regulations. CREF will administer your certificate to comply with the restrictions of all laws and regulations pertaining to the terms and conditions of your certificate. You cannot elect any benefit or exercise any right under your certificate if the election of that benefit or exercise of that right is prohibited under an applicable state or federal law or regulation.
	The choice of income option, annuity starting date, beneficiary or second participant, method of payment of the death benefit, and the availability of internal transfers and lump-sum benefits as set forth in this certificate are subject to the applicable restrictions, distribution requirements, and incidental benefit requirements of the IRC, and any rulings and regulations issued under the IRC.
71.	Right to amend. CREF reserves the right to change this certificate from time to time in order to comply with the IRC and the regulations relating to a prototype IRA. If you do not agree to such a change, this certificate may fail to be a qualified IRA under the prototype to which the Internal Revenue Service approval letter and serial number apply. When required by law, CREF will obtain the approval for such amendment from any appropriate regulatory authority.
72.	Premium received in error, reliance on information from you. CREF will refund the accumulated value of any premium received that is not an IRA amount, as required by law. CREF is entitled to rely on information you provide regarding any premium you remit to this certificate. CREF shall be held harmless for any action taken in reliance on such information.

C1280.4	Page 22
	CREF Contributory IRA
Some provisions may vary in some states.

Your CREF IRA Certificate

73. Procedure for elections, changes, and requests for benefits. You (or your beneficiaries after your death) have to make any choice or changes available under your certificate in a form acceptable to CREF at our home office in New York, NY, or at another location that we designate. If you (or your beneficiaries after your death) send us a notice changing your beneficiaries or other persons named to receive payments, it will take effect as of the date it was signed even if you (or any other signer) then die before the notice actually reaches CREF. Any other notice will take effect as of the date CREF receives it. If CREF takes any action in good faith before receiving the notice, we won’t be subject to liability even if our acts were contrary to what you told us in the notice. All benefits are payable at our home office in New York, NY, or at another location that we designate. If you have any questions about your certificate or inquiries about our service, or if you need help to resolve a problem, you can contact us at the address or phone number below.

CREF
[730 Third Avenue
New York, NY 10017-3206
Telephone 800 842-2733]

C1280.4	Page 23
	CREF Contributory IRA
Some provisions may vary in some states.

Your CREF IRA Certificate

Individual Flexible Premium
Deferred Variable Unit-Annuity
C1280.4	Page 24
	CREF Contributory IRA
Some provisions may vary in some states.

EX-99.6(T)(XIII)

Exhibit 99.6(t)(xiii)

SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

Roth IRA Certificate

Participant: [John D. Professor] Certificate Number: [Mxxxxxx-x] Date of Issue: [01-01-2003]

This is a certificate between you, the participant, and us, College Retirement Equities Fund (CREF). This page refers briefly to some of the features of this certificate. The next pages set forth in detail the rights and obligations of both CREF and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

GENERAL DESCRIPTION

All premiums must be IRA amounts that meet the requirements of section 408A of the Internal Revenue Code. You may allocate your CREF premiums to one or more of the CREF accounts described in your certificate.

Each premium allocated to a CREF account purchases a number of accumulation units representing your share in the CREF account. Accumulations in CREF accounts are not guaranteed and may increase or decrease depending primarily on investment results. You may convert your accumulation units to an income of annuity units in one or more of the CREF accounts.

You may withdraw all or part of your accumulation before starting to receive income and you may transfer all or part of your accumulation among the CREF accounts, or to your companion TIAA contract.

When you are ready to start receiving your income, you may choose an option from among those described in your certificate. If you die before you start receiving your income, your accumulation will provide a death benefit for your beneficiary.

30-Day Right to Examine Your Certificate. You have 30 days from the day you receive this certificate to examine it and to cancel it if you decide not to keep it. If you decide to cancel this certificate, send it and your request to CREF at the address shown above. Upon receipt of such request, CREF will refund the accumulated value of all premiums as of the date you mailed or delivered your request to us, plus premium taxes (if any) deducted from premiums paid. As of that date, this certificate will then be void and no benefits will be provided under it. If this certificate was issued as a result of a transfer from another contract or certificate issued by TIAA or CREF, the refund will be reinstated in such contract or certificate as of the date of cancellation.

This certificate does not guarantee any fixed-dollar benefits. It cannot be assigned and it does not provide for loans.

President and Chief Executive Officer

Individual Flexible Premium
Deferred Variable Unit-Annuity
C1280.5	INDEX ON NEXT PAGE	Page 1
		CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

INDEX OF PROVISIONS

Section
Accounts
- Definition	1
- Deletion	60
Accumulation	3
Accumulation Units - Definition	2
Amendment - Right to Amend	66
Annuity Benefit
- Annuity Unit	5
- Unit-Annuity	23
Annuity Starting Date
- Change of	34
- Definition	4
Assignment - Void and of No Effect	56
Benefits
- Based on Incorrect Data	63
- Requests for	68
Business Day	7
Certificate	25
Claims of Creditors
- Protection Against	58
Commuted Value	8
Companion TIAA Contract	27
Compensation	9
Contestability	26
Correspondence with us	68
Death Benefit
- Beneficiary	6
- Changing the Beneficiary	40
- Definition	10
- Distribution Requirements	41
- Internal Transfers and Switches
Available to a Beneficiary	45
- Methods of Payment	42
- Naming Your Beneficiary	40
- Number of Annuity Units	43
- Payment of	39
- Payments after Death
of Beneficiary	44
Elections and Changes
- Procedure	68
Errors - Premium Received in Error	67
Exclusive Benefit	57
Funding Vehicle	11
Income Benefit
- Definition	12
- Internal Transfers and Switches
Under a Unit-annuity	38
- Number of Annuity Units	37
- Options	35
- Guaranteed or Fixed Period	36
- Starting Payments	34
Income Change Method	13
Internal Transfers
- Availability	46
- Crediting	48
- Definition	14
- Systematic Transfers	47
- To a TIAA Payout Annuity	49
IRA Amount	29
IRC	15
Lapse - Protection against	33
Laws and Regulations
- Compliance with	65
Loans
- Loans not available	56
Lump-sum Benefit
- Availability of	50
- Definition	16
- Effective Date	51
- Payment of	52
- Systematic Withdrawals	53
Modified Adjusted Gross Income	17
Non-Forfeiture of Benefits	59
Non-Roth IRA	18
Ownership	55
Payee	19
Payment to an Estate, Trustee, etc	61
Premiums
- Allocation of	31
- Definition	28
- Qualified Rollover Contribution	30
- Taxes	32
Proof of Survival	64
Report of Accumulation	54
Roth IRA	20
Rules of the Fund - Definition	21
Second Participant	22
Service of Process upon CREF	62
Valuation Day	24

C1280.5	Page 2
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

Your CREF Roth IRA Certificate

PART A: PARTICIPANT DATA

Participant:	[John D. Professor]
Social Security Number:	[xxx-xx-xxxx]
Date of Birth:	[12-20-1952]
Issue Date:	[01-01-2003]
Annuity Starting Date:	[01-01-2018]
Certificate Number:	[Mxxxxxx-x]
Companion TIAA Contract Number:	[Txxxxxx-x]

This certificate was made and delivered in the state of [New York]. The validity and effect of all rights and duties under this certificate are governed by the laws there in force.

C1280.5	Page 3
	CREF Roth IRA
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Your CREF Roth IRA Certificate

This page has been left blank intentionally.

C1280.5	Page 4
	CREF Roth IRA
Some provisions may vary in some states.

SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, NY 10017-3206
Telephone: [800-842-2733]

Endorsement to your Deferred Unit-Annuity Certificate

Effective Date: [Upon receipt / Attached at issue]

Please read this endorsement and attach it to your certificate. The purpose of this endorsement is to clarify the provisions of your certificate pertaining to the payment of death benefits. It does not take away any of the rights established under your certificate.

The value of any death benefit payments made under your certificate will be determined, in accordance with the Rules of the Fund, based on the value of the accumulation units to be paid, or converted to a unit-annuity, as of the date such payment or conversion is to be effective.

Your CREF Roth IRA Certificate

PART B: TERMS USED IN THIS CERTIFICATE

1.	Accounts. CREF maintains the following investment accounts, each with its own distinct investment portfolio:
		[The CREF Stock Account maintains a broadly diversified portfolio consisting primarily of common stocks.
		The CREF Global Equities Account maintains a broadly diversified portfolio consisting primarily of foreign and domestic common stocks.
		The CREF Equity Index Account maintains a portfolio consisting primarily of domestic stocks selected to track the overall U.S. stock market.
		The CREF Growth Account maintains a portfolio consisting primarily of common stocks that we believe present the opportunity for exceptional growth.
		The CREF Social Choice Account maintains a portfolio consisting primarily of common stocks, investment grade fixed income securities and short-term debt securities.
		The CREF Money Market Account maintains a portfolio consisting primarily of short-term debt securities and money market instruments.
		The CREF Bond Market Account maintains a portfolio consisting primarily of investment grade fixed income securities.
		The CREF Inflation-Linked Bond Account maintains a portfolio consisting primarily of inflation-indexed bonds issued by the U.S. Government and its agencies, foreign governments and corporate entities.]
	In the future, CREF may establish other accounts with other investment portfolios, and may delete accounts as described in section 60.
2.	Accumulation units. Each CREF account maintains a separate accumulation unit value. The current value of each account’s accumulation unit is based on the market value of that account’s investments, and will be determined in accordance with the Rules of the Fund. The number of your accumulation units in any account under your certificate will be increased and decreased in accordance with the Rules of the Fund. The number will be increased if:
		A)	you allocate premiums to that account under your certificate; or
		B)	you transfer to that account under your certificate from another CREF account or from your companion TIAA contract;
	and the number will be decreased if:
		C)	any premium taxes are deducted for that account;
		D)	any accumulation units from that account are applied to the payment of income benefits or death benefits;

C1280.5	Page 5
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

		E)	you elect a lump-sum benefit paid from that account; or
		F)	you elect an internal transfer from that account.
3.	Your accumulation is equal to the sum of the value of all of your accumulation units in all of the accounts under your certificate. Your accumulation will provide the benefits described in your certificate.
4.	Your annuity starting date is the date you exchange accumulation units for annuity units in order to provide unit-annuity payments. Your scheduled annuity starting date is shown on page 3. You may change your annuity starting date, as explained in section 34. You must begin to receive benefits no later than the first day of the month in which you attain age 90.
5.	An annuity unit is the unit of payment for all unit-annuity benefits. The value of an annuity unit changes from time to time to reflect the investment, mortality and expense experience of the account. There is a separate and distinct annuity unit value for each income change method within each CREF account. The value of each annuity unit is determined, using actuarial methods, in accordance with the Rules of the Fund.
6.	Beneficiaries are persons you name, in a form satisfactory to CREF as explained in section 40, to receive the death benefit if you die before your annuity starting date.
7.	A business day is any day that the New York Stock Exchange is open for trading. A business day ends at 4:00 P.M. Eastern time, or when trading closes on the New York Stock Exchange, if earlier.
8.	The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments that are not contingent upon the survival of a participant. The commuted value of a series of payments of annuity units is computed in accordance with the Rules of the Fund, in which it is referred to as the present value.
9.	Compensation is defined as wages, salaries, professional fees or other amounts derived from or received for personal services actually rendered (including, but not limited to commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses) and includes earned income, as defined in IRC section 401(c)(2) (reduced by the deduction you take for contributions made to a self-employed retirement plan). For purposes of this definition, IRC section 401(c)(2) shall be applied as if the term trade or business for purposes of IRC section 1402 included service described in subsection (c)(6). Compensation does not include amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation. The term “compensation” shall include any amount includible in your gross income under IRC section 71 with respect to a divorce or separation instrument described in subparagraph (A) of IRC section 71(b)(2). If you are married and filing a joint return, your spouse’s compensation, if it is greater than yours, will be treated as your own compensation, but only to the extent that your spouse’s compensation is not being used for purposes of your spouse making a contribution to a Roth IRA or to a deductible or nondeductible Non-Roth IRA.

C1280.5	Page 6
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

10.	The death benefit is the current value of your accumulation under your certificate. It will be paid to your beneficiary under one of the methods set forth in Part E if you die before your annuity starting date.
11.	A funding vehicle is an annuity or an investment fund established to fund a Roth IRA.
12.	The income benefit is the variable income payable to you under one of the income options set forth in Part D. The first payment will be payable as of your annuity starting date.
13.	Income change method. Unit-annuity payments are determined under one of two income change methods. Under the annual income change method, the amount of each unit-annuity payment is revalued once each year. Under the monthly income change method, the amount of each unit-annuity payment is revalued every month. The revaluation dates are defined in the Rules of the Fund.
14.	An internal transfer is the movement of accumulations between CREF accounts, or between this certificate and your companion TIAA contract. The provisions concerning internal transfers are set forth in Part F.
15.	The IRC is the Internal Revenue Code of 1986, as amended. All references to any section of the IRC shall be deemed to refer not only to such section but also to any amendment thereof and any successor statutory provisions.
16.	A lump-sum benefit is a withdrawal in a single sum of all or part of your accumulation. The provisions concerning lump-sum benefits are set forth in Part G.
17.	Your Modified Adjusted Gross Income (AGI) for a taxable year is as defined in IRC section 408A(c)(3)(C)(i) and does not include any amount included in adjusted gross income as a result of a rollover from a Non-Roth IRA.
18.	A Non-Roth IRA is an IRA other than a Roth IRA.
19.	The payee is a person named to receive any periodic payments or amounts due under an income option or method of payment of the death benefit:
		A)	after your death, if the income option that had been chosen was a one-life unit-annuity with a guaranteed period or a fixed-period unit-annuity;
		B)	after the death of both you and your second participant, if the income option that had been chosen was a two-life unit-annuity with a guaranteed period; or
		C)	after the death of a beneficiary, if the death benefit payment method that had been chosen was a one-life unit-annuity with a guaranteed period or a fixed-period unit-annuity.
20.	A Roth IRA is an individual retirement annuity as described in IRC section 408A.
21.	The Rules of the Fund govern all matters affecting your participation in CREF to the extent such matters are not specifically provided in this certificate. The Board of Trustees of CREF may amend the Rules of the Fund from time to time. Amendments to such

C1280.5	Page 7
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

	Rules are effective only when approved by the Superintendent of Insurance of the State of New York as not being unfair, unjust, inequitable or prejudicial to the interest of anyone participating in CREF. A copy of the Rules of the Fund was furnished to you when this certificate was issued. You will be notified of all amendments to the Rules.
22.	The second participant is the person you name, if you choose to receive your income under a two-life unit-annuity, to receive an income for life if he or she survives you. You may name your spouse, or any other person eligible under CREF’s practices then in effect, to be a second participant.
23.	A unit-annuity is a series of periodic payments based on a specified number of annuity units payable at a stated payment frequency. Each unit-annuity payment is equal to the then current value of one annuity unit multiplied by the number of annuity units payable. The value of each annuity unit will change either once each year or once each month according to the income change method you select. A CREF unit-annuity may be\ comprised of annuity units payable under one or both income change methods from one or more CREF accounts. The number of annuity units to be paid and their then current value will be determined in accordance with the Rules of the Fund using actuarial methods. A unit-annuity benefit may be elected as described in Parts D and E.
24.	A valuation day is a day on which the dollar values of the accumulation units in the CREF accounts are established. The procedure for determining valuation days is contained in the Rules of the Fund.

PART C: CERTIFICATE AND PREMIUMS

25.	The certificate. We have issued this certificate in return for the first premium. Any endorsement or amendment of this certificate or waiver of any of its provisions will be valid only if in writing and signed by an executive officer of CREF.
26.	Contestability. The certificate is incontestable.
27.	Companion TIAA contract. Teachers Insurance and Annuity Association (TIAA) is a companion organization to CREF. TIAA issued a companion TIAA Roth IRA contract to you when you received this certificate. The contract number is shown on page 3.
28.	Premiums. All premiums must be IRA amounts, and each premium must be at least $100. CREF may accept premiums at any time before the annuity starting date or your prior death. Premiums will be credited to your certificate as of the end of the business day in which they are received by CREF at the location that CREF will designate by prior written notice.
29.	An IRA amount is any of the following:
		A)	a contribution to a Roth IRA as described in, and subject to, IRC section 408A, up to but not in excess of the annual limits described in IRC section 408A(c);

C1280.5	Page 8
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

	B)	a transfer or rollover contribution as permitted in accordance with IRC sections 408A(c) and 408(d)(3) or as otherwise permitted by law; or
	C)	a transfer or rollover contribution of amounts under a Simple IRA plan as described in IRC section 408(p) for an individual who began participation in the plan at least two years prior to the transfer or rollover.
All contributions must be in cash. Contributions on your behalf to all Roth IRAs for a taxable year, except in the case of a qualified rollover contribution or a recharacterization, as defined below, are subject to the following limits:
	A)	Such contributions may not exceed the lesser of the applicable amount or your Compensation, per tax year.
		The applicable amount is either 1. or 2., as follows:
		1.	If you are under age 50, it is $3,000 for any taxable year beginning in 2002 through 2004, $4,000 for any taxable year beginning in 2005 through 2007 and $5,000 for any taxable year beginning in 2008 and years after that.
		2.	If you are age 50 or older, it is $3,500 for any taxable year beginning in 2002 through 2004, $4,500 for any taxable year beginning in 2005, $5,000 for any taxable year beginning in 2006 through 2007 and $6,000 for any taxable year beginning in 2008 and years after that.
		After 2008, the limits in 1. and 2. will be adjusted by the Secretary of Treasury for cost-of-living increases under IRC section 219(b)(5)(C). The adjustments will be in multiples of $500.
	B)	The maximum allowable amount of such contributions per tax year is phased out ratably on the basis of Modified AGI and Federal Income Tax filing status, as follows:
		1.	For the “Single” or “Head of Household” filing status, the maximum is phased out between Modified AGI amounts of $95,000 and $110,000, with no contribution allowed for a Modified AGI of $110,000 or more.
		2.	For the “Joint” or “Qualifying Widow(er)” filing status, the maximum is phased out between Modified AGI amounts of $150,000 and $160,000, with no contribution allowed for a Modified AGI of $160,000 or more.
		3.	For a married person filing a separate return, the maximum is phased out between Modified AGI amounts of $0 and $10,000, with no contribution allowed for a Modified AGI of $10,000 or more.
	C)	The maximum allowable amount of such contributions per tax year, as determined by A) and B) above, is reduced by any contributions made on your behalf, in that tax year, to any Non-Roth IRA other than a Coverdell Education Savings Account.

C1280.5	Page 9
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

	Subject to the above limits, a contribution to a Non-Roth IRA may be recharacterized as a contribution to a Roth IRA pursuant to the rules set forth in the federal income tax regulations.
	The dollar amounts associated with the above limits may, in the future, be changed by law or regulation. If these change, the new dollar amount limits will apply under your certificate.
30.	A Qualified Rollover Contribution is a rollover contribution that meets the requirements of IRC section 408(d)(3), except that the one-rollover-per-year rule of IRC section 408(d)(3)(B) does not apply if the rollover contribution is from a Non-Roth IRA. If, for the year the amount is distributed from a Non-Roth IRA,
		A)	you are married and file a separate return;
		B)	you are not married and have a modified AGI in excess of $100,000, or
		C)	you are married and you and your spouse have a combined modified AGI in excess of $100,000,
	then such amount cannot be rolled over from a Non-Roth IRA to this IRA. For purposes of a qualified rollover contribution, you and your spouse are not treated as married for a taxable year if you have lived apart at all times during that taxable year and file separate returns for a taxable year.
31.	Allocation of premiums. You allocate premiums among the CREF accounts. You may change your allocation for future premiums at any time. We will allocate your premiums according to the most recent valid instructions we have received from you in a form acceptable to CREF. If no valid allocation instructions have been received, all premiums will be allocated to the CREF Money Market Account.
32.	Premium taxes. If state or local government premium taxes are incurred, they will be deducted from your certificate accumulation, to the extent permitted by law.
33.	Unconditional protection against lapse. Your certificate will not lapse after the first premium has been paid. No additional premiums are required.

PART D: YOUR INCOME BENEFIT

34.	Starting your income benefit. Payment of your income benefit will begin as of the annuity starting date you have chosen, if you are then living and:
		A)	you have chosen one of the income options set forth in section 35; and
		B)	if you choose a one-life unit-annuity, we have received proof of your age;
		C)	if you choose a two-life unit-annuity, we have received proof of your age and the age of your second participant.
	If the requirements of this section have not been completed by the annuity starting date you have chosen, the annuity starting date will be deferred to a date after these requirements have been completed, or if earlier, to the first day of the month in which you attain age 90. You may not begin a one-life unit-annuity after you attain age 90, nor

C1280.5	Page 10
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

	may you begin a two-life unit-annuity after you or your second participant attain age 90. If your accumulation is less than $5,000 on your annuity starting date, CREF may choose instead to pay your accumulation to you in a single sum.
	At any time before you start to receive your income benefit, you may change your annuity starting date to a date after the change, by written notice to CREF as explained in section 68. You may change the annuity starting date to the first of any month after the change, but not to a month after you attain age 90. If you do not choose an annuity starting date, for illustrative purposes, CREF will use the first day of the month that is on or after when you attain age 65.
	The above requirements relating to annuity starting dates are not mandated by the minimum distribution rules of IRC section 401(a)(9). The minimum distribution rules of IRC section 401(a)(9) do not apply to this certificate while the participant is alive.
35.	Income options are the ways in which you may have your income benefit paid to you. You may choose the option you want any time before your annuity starting date. You may change your choice any time before payments begin, but once they have begun, the election to begin receiving benefits is irrevocable and no change can be made. Any choice of option or change of such choice must be made by written notice to CREF as explained in section 68. Your right to elect an option or change such election may be limited in accordance with section 65.
	The following are the income options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a second participant and some provide that payments will continue in any event during a guaranteed or fixed period as explained in section 36. The periodic amount paid to you or a surviving second participant depends on which of these options you choose.
		One-life unit-annuity. A payment will be made to you each month for as long as you live. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease at your death. If you include a guaranteed period and you die before the end of that period, monthly payments will continue until the end of that period and then cease.
		Two-life unit-annuity. A payment will be made to you each month for as long as you live. After your death, a payment will be made each month to the second participant you have named, for as long as he or she survives you. You cannot change your choice of second participant after your payments begin. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease when you and your second participant have both died. You may choose from among the following forms of two-life unit-annuity.
			Full benefit to survivor. At the death of either you or your second participant, the full number of annuity units that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, the full number of annuity units that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.

C1280.5	Page 11
	CREF Roth IRA
Some provisions may vary in some states.

Your CREF Roth IRA Certificate

			Two-thirds benefit to survivor. At the death of either you or your second participant, two-thirds of the number of annuity units that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, two-thirds of the number of annuity units that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.
			Half benefit to second participant. The full number of annuity units will continue to be paid as long as you live. After your death, if your second participant survives you, one-half of the number of annuity units that would have been paid if you had lived will continue to be paid to your second participant. If you include a guaranteed period and you and your second participant both die before the end of the period chosen, one-half of the number of annuity units that would have been paid if you had lived will continue to be paid until the end of that period and then cease.
		Fixed-period unit-annuity. A payment will be made to you each month for a fixed period you choose that is not less than 5 nor more than 30 years. At the end of the period chosen, no further payments will be made. If you die before the end of the period chosen, the monthly payments will continue until the end of that period and then cease.
	Automatic election provision. If on your annuity starting date determined in accordance with section 34 you have not met the requirements for starting your income benefit described in section 34, you will be deemed to have chosen the fixed-period unit-annuity for a period of 5 years, and the first payment will be made as of that date.
36.	Post-mortem payments during a guaranteed or fixed period. Any periodic payments or other amounts remaining due after your death and the death of your second participant, if any, during a guaranteed or fixed period will be paid to the payee named to receive them. You name the payee at the time you choose the income option, as described in section 68. You may later change the named payee. If you choose a two-life unit-annuity, your surviving second participant may change the named payees after your death, unless you direct otherwise.
	A payee may choose to receive in one sum the commuted value of any remaining periodic payments that do not involve life contingencies, unless you direct otherwise. If no payee was named to receive these payments, or if no one so named is then living, we will pay the remaining payments due or the commuted value of the remaining periodic payments in one sum to your estate, or to the estate of the last survivor of you and your second participant if you chose a two-life unit-annuity.
	If a payee receiving payments during a guaranteed or fixed period option dies while payments remain due, the commuted value of any remaining payments due to that person will be paid to any other surviving payee that you (or your second participant) had named to receive them. If no payee so named is then living, the commuted value will be paid to the estate of the last payee who was receiving these benefit payments.
37.	The number of annuity units payable under each income change method in each account will be determined as of your annuity starting date, in accordance with the Rules of the Fund, on the basis of:

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Your CREF Roth IRA Certificate

		A)	the value of your accumulation units in that account under your certificate;
		B)	the income option you choose;
		C)	if you choose a one-life unit-annuity, your age;
		D)	if you choose a two-life unit-annuity, your age and your second participant’s age; and
		E)	the value of that account’s annuity unit for the income change method selected.
	If your initial income benefit would be less than $100 a month, CREF will have the right to change to quarterly, semi-annual or annual payments, whichever will result in an initial payment of $100 or more and the shortest interval between payments.
	The number of annuity units payable from an account will change to reflect any internal transfers or switches you elect, as described in the Rules of the Fund.
38.	Internal transfers and switches under a unit-annuity. After your annuity starting date, at least once in each calendar year you will have the opportunity to:
		A)	transfer annuity units payable from one CREF account into annuity units
			payable from another CREF account;
		B)	transfer annuity units payable from one CREF account to receive future income under a comparable TIAA annuity;
		C)	switch annuity units payable under one income change method to the other income change method in the same CREF account.
	Contracts and certificates are comparable if they are being paid under the same income option, and have the same participant (annuitant), second participant (second annuitant) if any, and remaining guaranteed period.
	The right to transfer or switch is subject to the availability of the unit-annuity or the income change method under the accounts, as described in section 60. Any internal transfer to TIAA is subject to the terms of the comparable TIAA certificate.

PART E: DEATH BENEFIT

39	Payment of the death benefit. If you die before your annuity starting date, the death benefit will be payable to your beneficiary. We must receive the following in a form acceptable to CREF, before any death benefit will be paid:
		A)	proof of your death;
		B)	the choice of a method of payment as provided in section 42; and
		C)	proof of the beneficiary’s age if the method of payment chosen is the one- life unit-annuity.
	Payment under the single-sum payment method will be made as of the date we receive these items; payment under any other method of payment will start no later than the first day of the month after we have received these items.

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40.	Naming your beneficiary. Beneficiaries are persons you name to receive the death benefit if you die before your annuity starting date. At any time before your annuity starting date, you may name, change, add or delete your beneficiaries, by written notice to CREF as explained in section 68.
	You can name two classes of beneficiaries, primary and contingent, which set the order of payment. At your death, your beneficiaries are the surviving primary beneficiary or beneficiaries you named. If no primary beneficiary survives you, your beneficiaries are the surviving contingent beneficiary or beneficiaries you named.
	If a class contains more than one person, the death benefit will be paid in equal shares to the then living persons in the class, unless you’ve explicitly provided otherwise. For example, if you name your spouse as primary beneficiary and your children as contingent beneficiaries, your spouse would receive the death benefit if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the death benefit in equal shares. The share of any named beneficiary in a class who does not survive will be allocated in equal shares to the beneficiaries in such class who do survive, even if you’ve provided for these beneficiaries to receive unequal shares.
	The death benefit will be paid to your estate in one sum if you name your estate as beneficiary, if none of the beneficiaries you have named is alive at the time of your death, or if at your death you had never named a beneficiary. If distributions to a named beneficiary are barred by operation of law, the death benefit will be paid to your estate.
41.	Distribution Requirements. If you die after distributions have begun, the remaining portion of your accumulation will continue to be distributed under the income option used prior to your death.
	If you die before you have begun distributions, your entire death benefit will be distributed at least as quickly as follows:
		A)	If the designated beneficiary is not your surviving spouse, the entire death benefit will be distributed, starting by the end of the calendar year following the calendar year in which you die, over the remaining life expectancy of the designated beneficiary or, if elected, as explained in C) below. Life expectancy is determined using the designated beneficiary’s age as of his or her birthday in the year following the year of your death.
		B)	If the sole beneficiary is your surviving spouse, the entire death benefit will be distributed, starting by the later of: (1) the end of the calendar year following the calendar year in which you die, and (2) the end of the calendar year in which you would have attained age 70½, over your spouse’s life expectancy or, if elected, as explained in C) below.
			If your surviving spouse dies before death benefit payments have begun to the spouse, the death benefit will be distributed to the spouse’s beneficiary, starting by the end of the calendar year following the calendar year in which the spouse dies, over the remaining life expectancy of the spouse’s designated beneficiary or, if elected, as explained in C) below. Life expectancy is determined using the spouse’s designated beneficiary’s age as of his or her birthday in the year following the year your surviving spouse dies.
			If your surviving spouse dies after death benefit payments have begun to the spouse, the remaining death benefit will continue to be distributed under the method of payment used prior to the spouse’s death.

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		C)	If there is no beneficiary or if elected in accordance with A) or B) above, distributions will be completed by the end of the calendar year containing the fifth anniversary of your death or of your surviving spouse’s death before distributions are required to begin as explained in B) above.
		D)	Instead, your surviving spouse may elect to treat this certificate as his or her own if he or she is the sole beneficiary by making a contribution to the certificate, or by failing to begin distributions in accordance with B) above. If such an election is made, the distribution requirements apply as if your spouse were the original owner of the certificate.
	Life expectancy, as used in this section, is determined using the Single Life Table set forth in Q&A-1 of section 1.401(a)(9)-9 of the federal income tax regulations or as set forth in any amended or successor regulation. If distributions are being made to a surviving spouse as the sole beneficiary, the spouse’s remaining life expectancy for a year is the number in the Single Life Table corresponding to the spouse’s age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the designated beneficiary’s age in the year distributions are required to begin and reduced by one for each subsequent year.
		For the purposes of this section, required distributions are considered to start:
		A)	for your surviving spouse, on the beginning date described in B) above; or
		B)	for other beneficiaries, on the beginning date described in A) or B) above.
	If distributions start on an irrevocable basis under one of the methods of payment in section 42 of this certificate before a required beginning date, then required distributions are deemed to start on a required beginning date. The methods of payment described in section 42 are designed to meet these requirements.
	“Designated beneficiary,” as used in this section, is your oldest primary beneficiary. The beneficiary of a trust may be used if the trust meets the requirements set forth in the federal income tax regulations.
42.	Methods of payment are the ways in which your beneficiary may receive the death benefit. You may choose the method of payment and change your choice at any time before payments begin. After your death, your beneficiary may change the method chosen by you, if you so provide. If you do not choose a method of payment, your beneficiary will make the choice when he or she becomes entitled to payments. If the amount of the death benefit due to any one beneficiary is less than $5,000, CREF may change the method of payment for the portion of the death benefit payable to that beneficiary to the single-sum payment method. The right to elect a method or change such election is subject to the distribution requirements described in section 41 and may be limited in accordance with section 65.
	A beneficiary may not begin to receive the death benefit under the one-life unit-annuity method after he or she attains age 90. If you die before your annuity starting date and have chosen the one-life unit-annuity method for a beneficiary who has attained age 90, he or she must choose another method. Your beneficiary can transfer all or part of your accumulation to TIAA in order to receive that portion of the death benefit under a method of payment offered by TIAA. Such transfer can be for all of an accumulation or for any part thereof not less than $1,000. Any choice of method or change of such choice must be made by written notice to CREF, as explained in section 68.

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	Generally, the distribution of the death benefit under any method of payment must be made over the lifetime of your beneficiary or over a period not to exceed your beneficiary’s life expectancy.
	The distribution of the death benefit under a method of payment must be made in such a form and begin at such date as meets the requirements of the IRC and the regulations thereunder. If such method of payment has not been chosen to begin by that date, payments will be made to your beneficiary under a method of payment in accordance with the requirements of the IRC and any regulations thereunder.
	The following are the methods of payment:
		Single-sum payment. The death benefit will be paid to your beneficiary in one sum.
		One-life unit-annuity. A payment will be made to your beneficiary each month for life. A guaranteed period of 10, 15 or 20 years may be included. If a guaranteed period isn’t included, all payments will cease at the death of your beneficiary. If a guaranteed period is included and your beneficiary dies before the end of that period, monthly payments will continue until the end of that period and then cease, as explained in section 44.
		Fixed-period unit-annuity. A payment will be made to your beneficiary each month for a fixed period of not less than 5 nor more than 30 years, as chosen. At the end of the period chosen the entire death benefit will have been paid out. If your beneficiary dies before the end of the period chosen, the monthly payments will continue until the end of that period and then cease, as explained in section 44.
43.	The number of annuity units payable to a beneficiary from each account under each income change method will be determined as of the date the unit-annuity begins, in accordance with the Rules of the Fund, on the basis of:
		A)	the value of your accumulation units in that account under your certificate;
		B)	the method of payment chosen for the death benefit;
		C)	if the method chosen is the one-life unit-annuity, the age of your beneficiary;
		D)	the value of that account’s annuity unit for the income change method selected.
	The number of annuity units payable from an account will change to reflect any internal transfers or switches a beneficiary elects as described in the Rules of the Fund. If any method chosen would result in an initial payment of less than $100 a month, CREF will have the right to require a change in choice that will result in an initial payment of at least $100.
44.	Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of your beneficiary during a guaranteed or fixed period will be paid to the payee named by you or your beneficiary to receive them, by written notice to CREF as explained in section 68. The commuted value of these payments may be paid in one sum unless we are directed otherwise.

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Your CREF Roth IRA Certificate

	If no payee has been named to receive these payments, or if no one so named is living at the death of your beneficiary, the commuted value will be paid in one sum to your beneficiary’s estate.
	If a payee receiving these payments dies before the end of the guaranteed or fixed period, the commuted value of any payments still due that person will be paid to any other payee named to receive it. If no one has been so named, the commuted value will be paid to the estate of the last payee who was receiving these payments.
45.	Internal transfers and switches available to a beneficiary. If your beneficiary is receiving unit-annuity income under this certificate from a death benefit method, he or she will have the same opportunity to transfer or switch as you would have had under an income option, as described in section 38.

PART F: INTERNAL TRANSFERS

46.	Internal transfers. You may transfer your entire accumulation in a CREF account under your certificate, or any part thereof not less than $1,000, to purchase accumulation units in one of the other CREF accounts under your certificate, or to your companion TIAA contract. If you have an accumulation in your companion TIAA contract, you may transfer from that contract to this certificate. Any internal transfer to or from TIAA is subject to the terms of your companion TIAA contract. CREF reserves the right to limit internal transfers from each account to not more than one in a calendar quarter.
	An internal transfer will be effective as of the end of the business day in which we receive your written request for an internal transfer. You may defer the effective date of the internal transfer until any valuation day following the date on which we receive your request. CREF will determine all values as of the end of the effective date. You can’t revoke a request for an internal transfer after its effective date.
47.	Systematic transfers. You may elect to have transfers made on a systematic basis. Systematic transfers may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-monthly transfers are made twice a month, with the second payment scheduled 14 days after the first payment. You choose which day the transfer will be made, except that if the date of a scheduled transfer is not a business day, the transfer will be made on the following business day. Transfers will continue until you tell us to stop or your accumulation in the selected account is insufficient to support the transfer. Systematic transfers are subject to all the provisions described above for transfers, except that a reduced minimum amount of $100 applies to such transfers.
48.	Crediting internal transfers. Internal transfers to a CREF account purchase accumulation units as of the end of the effective date of the internal transfer, in accordance with the Rules of the Fund.
49.	Internal transfer to begin income from TIAA. You may transfer all or part of your accumulation units from a CREF account under your certificate to TIAA to purchase a guaranteed lifetime annuity income with benefits beginning immediately. Such transfers may be made at any time on or before your annuity starting date. The guaranteed benefit for the TIAA contract will be determined on whichever of these bases produces the largest guaranteed payments:

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		A)	(1)	interest at the effective annual rate of 2%;
			(2)	mortality according to the Annuity 2000 mortality table (TIAA Merged Gender Mod A), with ages set back one year for each completed year between January 1, 1997 and the effective date of the internal transfer; and
			(3)	a charge of 3.5% for expenses and contingencies;
		B)	the basis applicable to internal transfers to the Traditional Annuity under your companion TIAA contract on the effective date of the internal transfer; or
		C)	the interest rate, mortality table, and charge for contingencies and expenses in use for any individual single premium immediate annuities being offered by TIAA when the payments start.
PART G: LUMP-SUM BENEFITS
50.	Availability of the lump-sum benefit. You may, subject to the limits described below, withdraw as a lump-sum benefit all or part of a specified account’s accumulation units. If you choose the lump-sum benefit, we will pay your accumulation, or any part thereof not less than $1,000. CREF reserves the right to limit lump-sum benefits from each account to not more than one per calendar quarter.
51.	Effective date of a lump-sum benefit. Any choice of lump-sum benefit must be made by written notice to CREF on or before the day your income benefits begin, as explained in section 68. A lump-sum benefit will be effective as of the business day on which we receive your request for a lump-sum benefit, in a form acceptable to CREF.
	You may choose to defer the effective date of the lump-sum benefit until any valuation day following the date on which we receive your request. CREF will determine all values as of the end of the effective date in accordance with the Rules of the Fund. You can’t revoke a request for a lump-sum benefit after its effective date.
52.	Payment of a lump-sum benefit. A lump-sum benefit may be paid:
		A)	to you as a cash withdrawal;
		B)	to another funding vehicle used to fund a Roth IRA.
53.	Systematic withdrawals. You may elect to have lump-sum benefits made on a systematic basis. Systematic withdrawals may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-monthly withdrawals are made twice a month, with the second payment scheduled 14 days after the first payment. You choose which day the lump-sum benefit will be paid, except that if the date of a scheduled lump-sum benefit is not a business day, it will be paid on the following business day. Withdrawals will continue until you tell us to stop or until the portion of your accumulation available for withdrawal in the selected account is insufficient to support the benefit. Systematic withdrawals are subject to all the provisions described above for lump-sum benefits, except that a reduced minimum amount of $100 applies.

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PART H: GENERAL PROVISIONS

54.	Report of accumulation. At least once each year, we will provide you with a report for the calendar year just ended. It will show the value of your accumulation (death benefit) and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue.
55.	Ownership. You own this certificate. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person.
56.	No assignment, transfer or loans. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect. This certificate does not provide for loans.
57.	Exclusive benefit. This certificate is established for the exclusive benefit of you or your beneficiaries.
58.	Protection against claims of creditors. The benefits and rights accruing to you or any other person under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law.
59.	Non-forfeiture of benefits. Amounts payable under this certificate will not be less than the minimum required as of the date of issue by any statute of the state or other jurisdiction in which this certificate was delivered. Your accumulation and any benefits purchased cannot be forfeited under this certificate.
60.	CREF's right to stop offering an account, unit-annuities from an account, or an income change method for unit-annuities from an account. CREF can delete or stop providing unit-annuities in any account, including any future accounts, except the Stock Account and the Money Market Account. CREF can also stop providing unit-annuities payable under either the annual or monthly income change method from any current or future CREF account.
	If you have accumulation units in an account that is deleted, you must transfer them to another CREF account. If you do not make a choice, CREF will transfer your accumulation units to the CREF Money Market Account, where you can leave them or subsequently transfer them in accordance with transfer provisions then applicable.
	If you have annuity units payable from an account that is deleted or in which CREF stops providing unit-annuities, you must transfer them to another CREF account that maintains annuity units or to TIAA in accordance with the provisions of Part F. If you do not make a choice, CREF will transfer your annuity units to the CREF Money Market Account, where you can leave them or subsequently transfer them in accordance with transfer provisions then applicable.
	If you have annuity units payable under an income change method from an account and CREF stops providing that income change method, you must:
	A)   switch those annuity units to the other income change method in the same account;

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		B)	transfer them to another CREF account then offering the same income change method; or
		C)	transfer them to TIAA in accordance with the provisions of Part F.
	If you do not tell us to transfer or switch your annuity units, we will switch them to the other income change method in the same account.
	At any time, CREF can switch any annuity units payable under the annual income change method in any CREF account to the monthly income change method.
	All elections and choices made in connection with an income option or method of payment of the death benefit and in effect as of the date of transfer will remain in effect. The number of annuity units in the account to which the unit-annuity is transferred will be determined in accordance with the Rules of the Fund.
61.	Payment to an estate, trustee, etc. CREF reserves the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity that isn’t a natural person. CREF won’t be responsible for the acts or neglects of any executor, trustee, guardian, or other third party receiving payments under the certificate.
	If you designate a trustee of a trust as beneficiary, CREF is not obliged to inquire into the terms of the underlying trust or any will.
	If death benefits become payable to the designated trustee of a testamentary trust, but:
		A)	no qualified trustee makes claim for the benefits within nine months after your death; or
		B)	evidence satisfactory to CREF is presented at any time within such nine- month period that no trustee can qualify to receive the benefits due,
	payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise payment will be made to the executors or administrators of your estate.
	If benefits become payable to an inter-vivos trustee (i.e. a person appointed to execute a trust created during an individual’s lifetime), but the trust is not in effect or there is no qualified trustee, payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise payment will be made to the executors or administrators of your estate.
	Payment to any trustee, successor beneficiary, executor, or administrator, as provided for above, shall fully satisfy CREF’s payment obligations under this certificate to the extent of such payment.
62.	Service of process upon CREF. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States or Puerto Rico provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the jurisdiction in which the action or suit is brought. This section does not waive any of our rights, including the right to remove such action or suit to another court.
63.	Benefits based on incorrect data. If the amount of benefits is determined by data as to a person’s age or any other factor that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by CREF, adjustments will be made in accordance with the Rules of the Fund.

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64.	Proof of survival. CREF reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of this certificate is alive on the date any benefit payment is due. If this proof is not received after it has been requested in writing, CREF will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a two-life unit-annuity CREF has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment, plus compound interest at the effective rate of 6% per year, has been recovered.
65.	Compliance with laws and regulations. CREF will administer your certificate to comply with the restrictions of all laws and regulations pertaining to the terms and conditions of your certificate. You cannot elect any benefit or exercise any right under your certificate if the election of that benefit or exercise of that right is prohibited under an applicable state or federal law or regulation.
	The choice of income option, annuity starting date, beneficiary or second participant, method of payment of the death benefit, and the availability of internal transfers and lump-sum benefits as set forth in this certificate are subject to the applicable restrictions and distribution requirements of the IRC, and any rulings and regulations issued under the IRC.
66.	Right to amend. CREF reserves the right to change this certificate from time to time in order to comply with the IRC and the regulations relating to a prototype or valid Roth IRA. If you do not agree to such a change, this certificate may fail to be a qualified Roth IRA under the prototype to which the Internal Revenue Service approval letter and serial number apply. When required by law, CREF will obtain the approval for such amendment from any appropriate regulatory authority.
67.	Premium received in error, reliance on information from you. CREF will refund the accumulated value of any premium received that is not an IRA amount, as required by law. CREF is entitled to rely on information you provide regarding any premium you remit to this certificate. CREF shall be held harmless for any action taken in reliance on such information.
68.	Procedure for elections, changes, and requests for benefits. You (or your beneficiaries after your death) have to make any choice or changes available under your certificate in a form acceptable to CREF at our home office in New York, NY, or at another location that we designate. If you (or your beneficiaries after your death) send us a notice changing your beneficiaries or other persons named to receive payments, it will take effect as of the date it was signed even if you (or any other signer) then die before the notice actually reaches CREF. Any other notice will take effect as of the date CREF receives it. If CREF takes any action in good faith before receiving the notice, we won’t be subject to liability even if our acts were contrary to what you told us in the notice. All benefits are payable at our home office in New York, NY, or at another location that we designate. If you have any questions about your certificate or inquiries about our service, or if you need help to resolve a problem, you can contact us at the address or phone number below.

CREF
[730 Third Avenue
New York, NY 10017-3206
Telephone: 800 842-2733]

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Individual Flexible Premium Deferred Variable Unit-Annuity
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EX-99.6(T)(XIV) IND

EXHIBIT 99.6(t)(xiv)(1) INDIVIDUAL

SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, NY 10017-3206
Telephone: [800-842-2733]

Endorsement to your Deferred Unit-Annuity Certificate

Effective Date: [Upon receipt / Attached at issue]

Please read this endorsement and attach it to your certificate. The purpose of this endorsement is to clarify the provisions of your certificate pertaining to the payment of death benefits. It does not take away any of the rights established under your certificate.

The value of any death benefit payments made under your certificate will be determined, in accordance with the Rules of the Fund, based on the value of the accumulation units to be paid, or converted to a unit-annuity, as of the date such payment or conversion is to be effective.

President and
Chief Executive Officer

EX-99.6(T)(XIV) GRP

EXHIBIT 99.6(t)(xiv)(2) GROUP

SAMPLE

College Retirement Equities Fund
730 Third Avenue, New York, NY 10017-3206
Telephone: [800-842-2733]

Endorsement to your Deferred Unit-Annuity Certificate

Effective Date: [Upon receipt / Attached at issue]

Please read this endorsement and attach it to your certificate. The purpose of this endorsement is to clarify the provisions of your certificate pertaining to the payment of death benefits. It does not take away any of the rights established under your certificate.

The value of any death benefit payments made under your certificate will be determined, in accordance with the Rules of the Fund, based on the value of the accumulation units to be paid, or converted to a unit-annuity, as of the date such payment or conversion is to be effective.

President and
Chief Executive Officer

EX-99.6(T)(XV)SRA

EXHIBIT 99.6(t)(xv)(1)SRA

SAMPLE

COLLEGE RETIREMENT EQUITIES FUND
(CREF)
730 Third Avenue, New York, NY 10017-3206

Endorsement to Your CREF Supplemental Retirement Unit-Annuity Certificate

This endorsement changes some of the provisions of your certificate and becomes part of it. The primary purpose of this endorsement is to make changes resulting from the Economic Growth and Tax Relief Reconciliation Act of 2001. Please read this endorsement and attach it to your certificate.

The Right to a Tax-Free Rollover provision is replaced with the following:

Right to a Tax-Free Rollover. If you or your surviving spouse (or your spouse or former spouse as an alternate payee under a "qualified domestic relations order," as defined in the IRC) receive a distribution from your certificate which qualifies as an eligible rollover distribution under IRC Section 402(c)(4), any portion of it may be paid as a direct rollover to an eligible retirement plan. An eligible retirement plan is, to the extent permitted by law, a plan satisfying the requirements of IRC Section 401(a), 403(a), 403(b), 408, or to the extent that the plan sponsor is a state or local government, Section 457(b).
          Retirement plans eligible for such rollovers may, in the future, be changed by law. If such changes become effective, your certificate will be governed by the laws and regulations then applicable.

The Premium Amount provision is modified as follows:

Elective deferral contributions made to your TIAA or CREF contracts or certificates may not exceed the annual limits on elective deferrals described in section 402(g) of the IRC, or as otherwise permitted by law. CREF will refund the accumulated value of all excess premiums made to this certificate, as required by law.
          Your right to apply distributions from other plans to this certificate as direct rollovers under the IRC may be limited by the terms of the employer plan under which premiums are remitted to this certificate.

The portion of the Methods of Payment of the Death Benefit provision that deals with the date by which a method must be chosen is modified as follows:

The distribution of the death benefit under a method of payment must be made in such a form and begin at such date as meets the requirements of the IRC and the regulations thereunder. If such method of payment has not been chosen to begin by that date, we will elect a method of payment in accordance with the requirements of the IRC and any regulations thereunder.

Chairman, President, and
  Chief Executive Officer

EX-99.6(T)(XV)GRA

EXHIBIT 99.6(t)(xv)(2)GRA

SAMPLE

COLLEGE RETIREMENT EQUITIES FUND
(CREF)
730 Third Avenue, New York, NY 10017-3206

Endorsement to Your CREF Group Retirement Unit-Annuity Certificate

This endorsement changes some of the provisions of your certificate and becomes part of it. The primary purpose of this endorsement is to make changes resulting from the Economic Growth and Tax Relief Reconciliation Act of 2001. Please read this endorsement and attach it to your certificate.

The Right to a tax-free rollover provision is replaced with the following:

Right to a tax-free rollover. If you or your surviving spouse (or your spouse or former spouse as an alternate payee under a "qualified domestic relations order," as defined in the IRC) receive a distribution from your certificate which qualifies as an eligible rollover distribution under IRC Section 402(c)(4), any portion of it may be paid as a direct rollover to an eligible retirement plan. An eligible retirement plan is, to the extent permitted by law, a plan satisfying the requirements of IRC Section 401(a), 403(a), 403(b), 408, or to the extent that the plan sponsor is a state or local government, Section 457(b).
          Retirement plans eligible for such rollovers may, in the future, be changed by law. If such changes become effective, your certificate will be governed by the laws and regulations then applicable.

The Premiums provision is modified as follows:

Elective deferral contributions made to your TIAA or CREF contracts or certificates may not exceed the annual limits on elective deferrals described in section 402(g) of the IRC, or as otherwise permitted by law. CREF will refund the accumulated value of all excess premiums made to this certificate, as required by law.

The portion of the Methods of Payment of the Death Benefit provision that deals with the date by which a method must be chosen is modified as follows:

The distribution of the death benefit under a method of payment must be made in such a form and begin at such date as meets the requirements of the IRC and the regulations thereunder. If such method of payment has not been chosen to begin by that date, we will elect a method of payment in accordance with the requirements of the IRC and any regulations thereunder.

Chairman, President, and
  Chief Executive Officer

EX-99.6(T)(XVI)

EXHIBIT 99.6(t)(xvi)

SAMPLE

COLLEGE RETIREMENT EQUITIES FUND
(CREF)
730 Third Avenue, New York, New York 10017-3206

Endorsement to your CREF Unit-Annuity Certificate

Added to all Retirement Unit-Annuities, Supplemental Retirement Unit-Annuities, Group Retirement Unit-Annuities, Group Supplemental Retirement Unit-Annuities, and Rollover Individual Retirement Unit-Annuities certificates.

This document, called an "endorsement", changes some of the provisions of your certificate and becomes part of it. It does not take away any of the rights established under your current certificate. It is important that you read the endorsement in conjunction with your certificate. If any other provision of the certificate conflicts with this endorsement, this endorsement will govern.

The Internal Transfers provision of your certificate is modified by adding the following:

You may transfer some or all of your Accumulation Units from a CREF Account under your certificate to TIAA to purchase a guaranteed lifetime annuity income. You may transfer to purchase annuity income at any time before your Annuity Starting Date, but if your certificate is a Group Retirement Unit-Annuity certificate, you may not transfer any earlier than the earliest date you are allowed to begin annuity income under your Employer's Retirement Plan. The guaranteed benefit for the TIAA contract will be determined on whichever of these bases produces the largest guaranteed payments:

A)	(1)	interest at the effective annual rate of 2%;
	(2)	mortality according to the Annuity 2000 mortality table (TIAA Merged Gender Mod A), with ages set back one year for each completed year between January 1, 1997 and the effective date of the Internal Transfer; and
	(3)	a charge of 3.5% for expenses and contingencies;
B)	the basis applicable to Internal Transfers to the Traditional Annuity under TIAA Retirement Annuity contracts issued on the effective date of the Internal Transfer, if any; and
C)	the interest rate, mortality table, and charge for contingencies and expenses in use for any individual single premium immediate annuities being offered by TIAA when the payments start.

Chairman, President, and
  Chief Executive Officer

C996.2	Page E
CREF DA Transfers to TIAA	Ed. 12-97

EX-99.7(L)(II) EMP

EXHIBIT 99.7(l)(ii)(1) Employee

HOW TO ENROLL WITH
TIAA-CREF

To enroll, you must complete your Enrollment Form and Plan Contribution Allocation Administrative Form, and sign the notice on prospectuses and documents. There is also one optional form — the Spousal Waiver Form — that depends on your beneficiary designation if you are married. When these are ready, simply return your completed forms to your employer’s benefits office.

Your enrollment with TIAA-CREF can be completed in four easy steps that are outlined below.

STEP ONE

COMPLETE YOUR ENROLLMENT FORM

The instructions will guide you through completing your enrollment form. Please be sure to read the agreement in section 4 before signing and dating the form.

STEP TWO

SELECT YOUR ALLOCATION

Select the accounts to which you would like to allocate your contributions by completing the Plan Contribution Allocation Administrative Form. For information about the accounts available, please see “Your Investment Choices.” There may be transfer and withdrawal restrictions on some or all of the accounts and funds. You may change your allocation at any time in the future.

If your allocation is invalid in any way, your contributions will be allocated to the CREF Money Market Account. Upon receiving clarification from you, we will apply all future contributions according to your instructions.

STEP THREE

COMPLETE THE SPOUSAL WAIVER FORM
(Applicable only if you are married)

If your employer’s Keogh plan is subject to the Employee Retirement Income Security Act (ERISA), your spouse is entitled to at least 50% of the death benefit under the plan. If the plan is not subject to ERISA, your spouse is entitled to the percentage specified by the plan. Therefore, your spouse must consent and sign the waiver if you wish to name someone else for more than 50% (or the amount specified by the plan) of the death benefit.

Generally, waiving spousal rights is available if you are age 35 or older. If you’re under 35 and wish to designate someone other than your spouse as beneficiary, please contact your employer’s benefits office.

STEP FOUR

SIGN NOTICE ON PROSPECTUSES AND DOCUMENTS

You should read the prospectuses for the accounts and funds carefully before you invest. Please acknowledge that you have received the prospectuses and supplementary documents on CD by signing the notice.

GENERAL INFORMATION

Whenever a new account is opened, federal law requires all financial institutions to help the government fight the funding of terrorism and prevent money laundering activities by obtaining, verifying and recording information that identifies each person who opens an account.

For this reason, we request your name, address, date of birth, Social Security number (or taxpayer identification number), telephone number and other information that will allow us to identify you. Without this information, we may not be able to open an account or process any transactions for you.

State regulations require that you provide information on any existing annuity or life insurance contracts that would be replaced by the TIAA-CREF account for which you are applying. If your new TIAA-CREF account is going to replace more than one existing contract, please include that information on an additional page with your name and Social Security number.

Need Help? For assistance in setting up your Keogh plan, please call us at 800 842-2776 Monday to Friday from 8 a.m. to 10 p.m. or Saturday from 9 a.m. to 6 p.m. (ET).

     F6963-KE-207

ENROLLMENT FORM
FOR TIAA AND CREF KEOGH CERTIFICATES

Teachers Insurance and Annuity Association of America-College Retirement Equities Fund New York, NY

Please print in upper case using black or dark blue ink and provide all information requested.

1	Provide your personal information
	Important Information about your allocation of plan contributions
	All contributions will be allocated to the CREF Money Market Account unless you complete the Plan Contribution Allocation Administrative Form.

  F6963-KE-207

2		Designate your beneficiary(ies) Make sure that the percentage allotted to all beneficiaries in each class totals 100%. If you want to list additional beneficiaries, you may copy this page to indicate your instructions.
		Name(s) of primary beneficiary(ies
		Name(s) of contingent beneficiary(ies)
3		Indicate Replacement of Existing Contracts/Policies (if applicable)\ Will these annuity certificates replace an existing annuity contract/certificate or life insurance policy? If so, please provide the name of your insurer and the contract/policy number.

        
F6963-KE-207

4	Indicate your agreement and signature Your employer’s Keogh plan may offer mutual funds as an investment choice in addition to the TIAA and CREF annuities. The TIAA and CREF annuities and amounts in any of the mutual funds cannot be assigned and do not allow for loans. All contributions must be remitted under the terms of your employer’s Keogh plan. Your employer’s Keogh plan may limit your ability to make withdrawals and transfers from the TIAA and CREF annuities and amounts in any of the mutual funds.
	Cash withdrawals and transfers from the TIAA Traditional Annuity are currently not subject to a surrender charge. If such a charge is imposed in the future, you would receive three months’ advance notice, and the charge would apply only to subsequently remitted premiums including any amounts transferred from the CREF accounts, the TIAA Real Estate Account or the mutual funds after the charge is imposed.
	The accumulations in and the benefit payments from the CREF accounts, the TIAA Real Estate Account, and the mutual funds are variable and not guaranteed; they depend on the investment performance of these accounts.
	Your beneficiary designation will apply to your TIAA and CREF annuity certificates and to the mutual fund accounts for which TIAA keeps records. Under your employer’s Keogh plan, your spouse has the right to a death benefit. If the plan is subject to ERISA, your spouse is entitled to at least 50% of the death benefit specified by the plan. If the plan is not subject to ERISA, your spouse is entitled to the percentage stipulated by the plan. Your spouse must consent to any beneficiary designation that doesn’t meet this requirement by completing the “Waiver of Spouse’s Right to Preretirement Death Benefits.”
	I have read and acknowledge all provisions of this enrollment form.

Under penalties of perjury, you certify that the taxpayer identification number shown on this form is your correct Social Security number.

The Internal Revenue Service does not require your consent to any provision of this document.

The following information does not apply to New York applicants. Some states require a fraud warning to appear on the form. These states, including Arkansas, Kentucky, Maine and New Mexico require a warning substantially similar to the following:

People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: knowingly do so with intent to injure, defraud or deceive any insurance company or another person; and/or knowingly include in their application or statement of claim any materially false or misleading information; and/or knowingly conceal information, for the purpose of misleading, concerning any fact material to the application or claim.

A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance and civil damages.

New Jersey residents, please note: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

Ohio residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

District of Columbia residents, please note: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.

© 2007 Teachers Insurance and Annuity Association of America–College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017

F6963-KE-207

SELECT YOUR ALLOCATION
PLAN CONTRIBUTION ALLOCATION ADMINISTRATIVE FORM

For information about the accounts available in your plan, please review “Your Investment Choices.” If you need help creating an allocation, you can use our Asset Allocation Evaluator at www.tiaa-cref.org/calcs. You can also have a custom portfolio prepared for you by calling us at 800 842-2776.

Please refer to “Your Investment Choices” for the account names and three-digit account numbers of your allocation choices, and enter in the spaces provided. Please use only whole numbers and make sure your total allocation equals 100%. If the account number and name don’t match, we will use the account number for your allocation choice. If you are allocating to more than ten accounts or funds, you may copy this page and include your name and Social Security number to indicate your instructions.

SPOUSAL WAIVER FORM (IF APPLICABLE)WAIVER OF SPOUSE’S RIGHT TO PRERETIREMENT DEATH BENEFITS

If you wish to waive your spouse’s right to a preretirement survivor death benefit under your plan and/or ERISA, your spouse must consent to the waiver. Generally, waiving spousal rights is available if you are age 35 or older.

The date of your spouse’s signature must be the same or later than the date you sign your enrollment form.

Consent by Spouse (Must Be Witnessed)

With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit. I recognize that any preretirement death benefit payable under these annuities or the mutual funds will be paid to the beneficiaries as described in the enrollment form.

NOTICE ON PROSPECTUSES AND DOCUMENTS

Included in your enrollment package is a CD containing prospectuses for the investment options available under your Keogh plan and the following supplementary documents:

n    TIAA-CREF Notices on Privacy Policy and Business Continuity

n    Federal Register Notice for the TIAA Real Estate Account

n    Keogh Prototype Plan and IRS Approval Letters

n    Quarterly Performance information

n    Statements of Additional Information, which supplement the prospectuses

Paper copies of prospectuses and other documents can be ordered at no charge by calling toll-free 877 518-9161 or by visiting www.tiaa-cref.org. If in the future you would prefer to receive prospectus updates via e-delivery rather than paper, please visit www.tiaa-cref.org, sign into your account, and update your personal profile.

I consent to receiving and have received the prospectuses for the investment options available under my Keogh plan and supplementary documents by means of the accompanying CD. If I would prefer to receive paper copies of these documents, I understand that, now or at any time, I can order them at no charge by calling toll-free 877 518-9161 or by visiting www.tiaa-cref.org.

You should consider the investment objectives, risks, charges and expenses carefully before investing. Please read the prospectuses for the accounts and funds carefully before you invest. This form must be accompanied or preceded by current prospectuses. For additional copies, call 877 518-9161 or visit www.tiaa-cref.org.

TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., distribute securities products. TIAA (Teachers Insurance and Annuity Association of America), 730 Third Avenue, New York, NY 10017 issues annuities.

© 2007 Teachers Insurance and Annuity Association of America–College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017

EX-99.7(N)2

EXHIBIT 99.7(n)(2)

HOW TO ENROLL WITH
TIAA-CREF

To enroll, you must complete your Enrollment Form and Plan Contribution Allocation Administrative Form, and sign the notice on prospectuses and documents. There is also one optional form – the Spousal Waiver Form – that depends on your beneficiary designation if you are married.

Your enrollment with TIAA-CREF can be completed in five easy steps that are outlined below.

STEP ONE

COMPLETE YOUR ENROLLMENT FORM

The instructions will guide you through completing your enrollment form. Please be sure to read the agreement in section 4 before signing and dating the form.

STEP TWO

SELECT YOUR ALLOCATION

Select the accounts to which you would like to allocate your contributions by completing the Plan Contribution Allocation Administrative Form. For information about the accounts available in your plan, please see the accompanying “Your Investment Choices.” There may be transfer and withdrawal restrictions on some or all of the accounts and funds. You may change your allocation at any time in the future.

If your allocation is invalid in any way, your contributions will be allocated according to your plan’s rules. Upon receiving clarification from you, we will apply all future contributions according to your instructions. If you don’t know your Plan ID numbers, you can obtain them from your employer’s benefits office.

STEP THREE

COMPLETE THE SPOUSAL WAIVER FORM
(Applicable only if you are married)

If your employer’s retirement plan is subject to the Employee Retirement Income Security Act (ERISA), your spouse is entitled to at least 50% of the death benefit under the plan. If the plan is not subject to ERISA, your spouse is entitled to the percentage specified by the plan. Therefore, your spouse must consent and sign the waiver if you wish to name someone else for more than 50% (or the amount specified by the plan) of the death benefit.

Generally, waiving spousal rights is available if you are age 35 or older. If you’re under 35 and wish to designate someone other than your spouse as beneficiary, please contact your benefits office.

STEP FOUR

SIGN NOTICE ON PROSPECTUSES AND DOCUMENTS

You should read the prospectuses for the accounts and funds carefully before you invest. Please acknowledge that you have received the prospectuses and supplementary documents on CD by signing the notice.

STEP FIVE

YOUR NEXT STEPS

Return your completed forms to your employer’s benefits office. You may need to complete a salary reduction agreement with your employer.

You may want to consolidate additional retirement assets into this TIAA-CREF account from another financial carrier. To do so, complete the Transfer/Rollover Authorization to TIAA-CREF form. Be sure to consider any surrender charges that another company may deduct before making a transfer.

GENERAL INFORMATION

Whenever a new account is opened, federal law requires all financial institutions to help the government fight the funding of terrorism and prevent money laundering activities by obtaining, verifying and recording information that identifies each person who opens an account.

For this reason, we request your name, address, date of birth, Social Security number (or taxpayer identification number), telephone number and other information that will allow us to identify you. Without this information, we may not be able to open an account or process any transactions for you.

State regulations require that you provide information on any existing annuity or life insurance contracts that would be replaced by the TIAA-CREF account for which you are applying. If your new TIAA-CREF account is going to replace more than one existing contract, please include that information on an additional page with your name and Social Security number.

Need Help? For assistance in choosing an allocation or filling out your form, please call us at 800 842-2776 Monday to Friday from 8 a.m. to 10 p.m. and Saturday from 9 a.m. to 6 p.m. ET.

M0034.OW-707

ENROLLMENT FORM
FOR TIAA AND CREF GROUP RETIREMENT ANNUITY (GRA) AND
GROUP SUPPLEMENTAL RETIREMENT ANNUITY (GSRA) CERTIFICATES
Teachers Insurance and Annuity Association of America-College Retirement Equities Fund New York, NY
Please print in upper case using black or dark blue ink and provide all information requested.

1	Provide your personal information
	Important information about your allocation of plan contributions
	All contributions will be allocated in accordance with instructions from your plan sponsor unless you complete the Plan Contribution Allocation Administrative Form.

M0034.OW-707

2		Designate your beneficiary(ies)
		Make sure that the percentage allotted to all beneficiaries in each class totals 100%. Your primary beneficiary(ies) will be paid any survivor benefit existing under the certificate(s) at your death. If there are no surviving primary beneficiaries, your contingent beneficiary(ies) will receive these benefits. Your designated beneficiary(ies) will be paid benefits for all retirement certificates. If you want to assign beneficiaries for each certificate and/or list additional beneficiaries, you may copy this page to indicate your instructions.
		Name(s) of primary beneficiary(ies)
3		Indicate Replacement of Existing Contracts /Policies (if applicable)
		Will these TIAA annuity certificates replace an existing annuity contract / certificate or life insurance policy? If so, please provide the name of your insurer and the contract / policy number.

M0034.OW-707

4	Indicate your agreement by signing
	Your employer’s plan may offer mutual funds as an investment choice in addition to the TIAA and CREF annuities.
	For Group Retirement Annuity (GRA) Certificates: The TIAA and CREF certificates and amounts in any of the mutual funds do not provide for loans. Your ability to make withdrawals and transfers from the TIAA and CREF certificates and amounts in any of the mutual funds may be limited by the terms of your employer’s plan. Within 120 days after the later of termination of employment or the specific date stipulated by your employer’s plan, withdrawals and transfers are available from the TIAA Traditional Annuity in a lump sum. Such withdrawals and transfers are subject to a surrender charge. At all other times, withdrawals and transfers from the TIAA Traditional Annuity must be spread over a ten-year period (five-years for withdrawals after termination of employment.)
	For Group Supplemental Retirement Annuity (GSRA) Certificates: All contributions must be remitted under the terms of your employer’s plan. Your ability to take loans and make transfers and withdrawals may be limited by the terms of your employer’s plan. Otherwise, you may transfer among any of the available annuity accounts and mutual funds. Loans are available only from the TIAA Traditional Annuity. Cash withdrawals and transfers from the TIAA Traditional Annuity are not currently subject to a surrender charge. If such a charge is imposed in the future, you would receive three months’ advance notice, and the charge would only apply to subsequently remitted premiums including any amounts transferred from the CREF accounts, the TIAA Real Estate Account or the mutual funds after the charge is imposed.
	For Both GRA and GSRA Certificates: The TIAA and CREF certificates and amounts in any mutual funds cannot be assigned. Under federal law, distributions before age 59½ or before termination of employment may be prohibited, limited and/or subject to substantial tax penalties.
	The accumulations in and benefit payments from the CREF accounts, the TIAA Real Estate Account, and the mutual funds are variable and not guaranteed; they depend on the investment performance of these accounts.
	Your beneficiary designation will apply to your TIAA and CREF annuity certificates and to the mutual fund accounts. Under your employer’s plan, your spouse has the right to a death benefit. If the plan is subject to ERISA, your spouse is entitled to at least 50% of the death benefit specified by the plan. If the plan is not subject to ERISA, your spouse is entitled to the percentage stipulated by the plan. Your spouse must consent to any beneficiary designation that doesn’t meet this requirement by completing the “Waiver of Spouse’s Right to Preretirement Death Benefits.”
	I have read and acknowledge all provisions of this enrollment form.

Under penalties of perjury, you certify that the taxpayer identification number shown on this form is your correct Social Security number.

The Internal Revenue Service does not require your consent to any provision of this document.

The following information does not apply to New York applicants. Some states require a fraud warning to appear on the form. These states, including Arkansas, Kentucky, Maine and New Mexico require a warning substantially similar to the following:

People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: knowingly do so with intent to injure, defraud or deceive any insurance company or another person; and/or knowingly include in their application or statement of claim any materially false or misleading information; and/or knowingly conceal information, for the purpose of misleading, concerning any fact material to the application or claim.

A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance and civil damages.

New Jersey residents, please note: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

Ohio residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

District of Columbia residents, please note: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.

©2007 Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017

M0034.OW-707

SELECT YOUR ALLOCATION
PLAN CONTRIBUTION ALLOCATION ADMINISTRATIVE FORM

For information about the investments available in your plan, please review “Your Investment Choices.” If you need help creating an allocation, you can use our Asset Allocation Evaluator at www.tiaa-cref.org/calcs. You can also have a custom portfolio prepared for you by calling us at 800 842-2776.

Please refer to “Your Investment Choices” for the names and three-digit account / fund numbers of your investment choices, and enter in the spaces provided. Please use only whole numbers and make sure your total allocation equals 100%. If the number and name don’t match, we will use the number for your allocation choice.

If your allocation choice is invalid, your contributions will be allocated according to your employer’s plan rules. You can make changes to this allocation at any time and we will apply all future contributions according to your instructions. If you are allocating to more than five accounts or funds for each plan, you may copy this page and include your name and Social Security number to indicate your instructions.

Your employer’s retirement plan is funded with a Group Retirement Annuity (GRA) where your employer contributes on your behalf to TIAA-CREF. Usually the contribution is a specified percentage of your salary and you may be able or required to contribute some of your salary to this plan. The Group Supplemental Retirement Annuity (GSRA) is a tax-deferred annuity to help you build additional retirement income. Contributions come from your salary on a before-tax basis.

SPOUSAL WAIVER FORM (IF APPLICABLE)
WAIVER OF SPOUSE’S RIGHT TO PRERETIREMENT DEATH BENEFITS

If you wish to waive your spouse’s right to a preretirement survivor death benefit under your employer’s plan and/or ERISA, your spouse must consent to the waiver. Generally, waiving spousal rights is available if you are age 35 or older.

The date of your spouse’s signature must be the same or later than the date you sign your enrollment form.

Consent by Spouse (Must Be Witnessed)

With this consent I am voluntarily and irrevocably giving up my right to a qualified preretirement survivor death benefit. I recognize that any preretirement death benefit payable under these annuities or the mutual funds will be paid to the beneficiaries as described in the enrollment form.

NOTICE ON PROSPECTUSES AND DOCUMENTS

Included in your enrollment package is a CD with links to online editions of the following:

§	Prospectuses for the investment options available under your plan
§	Month-end performance information
§	TIAA-CREF Privacy Policy
§	TIAA-CREF Business Continuity Statement
§	Statements of Additional Information, which supplement the prospectuses

I consent to receiving and have received the prospectuses for the investment options available under my retirement plan and supplementary documents by means of the accompanying CD. If I would prefer to receive paper copies of these documents, I understand that, now or at any time, I can order them at no charge by calling toll-free 877 518-9161 or by visiting www.tiaa-cref.org.

You should consider the investment objectives, risks, charges and expenses carefully before investing. Please read the prospectuses for the accounts and funds carefully before you invest. This form must be accompanied or preceded by current prospectuses. For additional copies, call 877 518-9161 or visit www.tiaa-cref.org.

TIAA-CREF Individual & Institutional Services, LLC and Teachers Personal Investors Services, Inc. distribute securities products. TIAA (Teachers Insurance and Annuity Association of America), 730 Third Avenue, New York, NY 10017 issues annuities.

© 2007 Teachers Insurance and Annuity Association of America–College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017

EX-99.7(O)

EXHIBIT 99.7(o)

ENROLLING WITH
TIAA-CREF

IN ORDER TO ENROLL WITH TIAA-CREF, YOU MUST COMPLETE TWO FORMS — the Enrollment and Plan Contribution Allocation Administrative Forms. When these are ready, simply return your completed forms to your employer’s benefits office.

Your enrollment with TIAA-CREF can be completed in three easy steps that are outlined below.

STEP ONE

COMPLETE YOUR ENROLLMENT FORM

The easy-to-understand instructions will guide you through completing your enrollment form. Please be sure to read the agreement in section 4 before signing and dating the form.

STEP TWO

SELECT YOUR ALLOCATION

Select the accounts to which you would like to allocate your contributions by completing the Plan Contribution Allocation Administrative Form. Please keep in mind that there may be transfer and withdrawal restrictions on some or all of the accounts and funds. You may change your allocation at any time in the future.

If your allocation is invalid in any way, your contributions will be allocated according to your plan’s rules. Upon receiving clarification from you, we will apply all future contributions according to your instructions.

STEP THREE

YOUR NEXT STEPS

Return your completed forms to your employer’s benefits office. You may need to complete a salary reduction agreement with your employer.

This is a good time to think about consolidating additional retirement assets into this TIAA-CREF account from another financial carrier. To do so, complete the Transfer/Rollover Authorization to TIAA-CREF form and return it to us. Before making a transfer, be sure to consider any surrender charges the other company may deduct.

GENERAL INFORMATION

Whenever a new account is opened, federal law requires all financial institutions to help the government fight the funding of terrorism and prevent money laundering activities by obtaining, verifying and recording information that identifies each person who opens an account.

This is the reason we ask for your name, address, date of birth, Social Security number (or taxpayer identification number), telephone number and other information that will allow us to identify you. Unless you provide this information, we may not be able to open an account or process any transactions for you.

We are also following state regulations when we ask that you provide information on any existing annuity or life insurance contracts that are being replaced by the TIAA-CREF account for which you are now applying. If your new TIAA-CREF account is going to replace more than one existing contract, please include that information on an additional page that includes your name and Social Security number.

Need Help? For assistance in choosing an allocation or filling out your form, please call us at 800 842-2776 Monday to Friday from 8 a.m. to 10 p.m. or Saturday from 9 a.m. to 6 p.m. (ET).

G10.3.4-457(b)-AO-806

ENROLLMENT FORM
FOR TIAA AND CREF GROUP SUPPLEMENTAL RETIREMENT ANNUITY CERTIFICATES (for Nonqualified Deferred Compensation Plans)

Teachers Insurance and Annuity Association of America-College Retirement Equities Fund New York, NY

Please print in upper case using black or dark blue ink and provide all information requested.

1	Provide your personal information

Important information about your allocation of plan contributions

All contributions will be allocated in accordance with instructions from your plan sponsor unless you complete the “Plan Contribution Allocation Administrative Form.”

G10.3.4-457-IS-405

2	Designate your beneficiary(ies) Make sure that the percentage allotted to all beneficiaries in each class totals 100%.
	Name(s) of primary beneficiary(ies)

G10.3.4-457-IS-405

3	Indicate any existing contracts
	Will these annuity certificates replace an existing annuity contract/certificate or life insurance policy from another company?

4	Indicate your agreement by signing
	Your employer’s plan may offer mutual funds as an investment choice in addition to the TIAA and CREF annuities. All contributions must be remitted under the terms of your employer’s nonqualified deferred compensation plan. Under federal law, distributions before age 70½ or severance from employment may be prohibited or limited. The TIAA and CREF certificates and amounts in any of the mutual funds cannot be assigned.
	Your ability to make transfers and withdrawals may be limited by the terms of your employer’s plan. Otherwise, you may transfer among any of the available annuity accounts and mutual funds. Cash withdrawals and transfers from the TIAA Traditional Annuity are not currently subject to a surrender charge. If such a change is imposed in the future, you would receive three months’ advance notice, and the charge would only apply to subsequently remitted premiums including any amounts transferred from CREF accounts, the TIAA Real Estate Account, or the mutual funds after the charge is imposed.
	The accumulations in and benefit payments from the CREF accounts, the TIAA Real Estate Account, and the mutual funds are variable and not guaranteed; they depend on the investment performance of these accounts.
	Your beneficiary designation will apply to your TIAA and CREF annuity certificates and to the mutual fund accounts.
	I have read and acknowledge all provisions of this enrollment form.

Under penalties of perjury, you certify that the taxpayer identification number shown on this form is your correct Social Security number.

The Internal Revenue Service does not require your consent to any provision of this document.

The following information does not apply to New York applicants. Some states require a fraud warning to appear on the form. These states, including Arkansas, Kentucky, Maine and New Mexico require a warning substantially similar to the following:

People who file applications for insurance or statements of claim commit a fraudulent insurance act if they: knowingly do so with intent to injure, defraud or deceive any insurance company or another person; and/or knowingly include in their application or statement of claim any materially false or misleading information; and/or knowingly conceal information, for the purpose of misleading, concerning any fact material to the application or claim.

A fraudulent insurance act is a crime, and penalties may include imprisonment, fines, denial of insurance and civil damages.

New Jersey residents, please note: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

Ohio residents, please note: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

District of Columbia residents, please note: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.

©2005 Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017

G10.3.4-457-IS-405

SELECT YOUR ALLOCATION

PLAN CONTRIBUTION ALLOCATION ADMINISTRATIVE FORM

Below is a list of the annuity accounts you can choose from. When selecting your allocation, please use only whole numbers and make sure your total allocation equals 100%.

For information about the accounts available in your plan, please see your enrollment kit. Remember, if you need help creating an allocation, you can use our Asset Allocation Calculator at www.tiaa-cref.org/calcs. You can also have a custom portfolio prepared for you by calling us at 800 842-2776.

You should consider the investment objectives, risks, charges and expenses carefully before investing. Please read the prospectuses for the accounts and funds carefully before you invest. This form must be accompanied or preceded by current prospectuses. For additional copies, call 877 518-9161 or visit www.tiaa-cref.org.

TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., distribute securities products. TIAA (Teachers Insurance and Annuity Association of America), 730 Third Avenue, New York, NY 10017 issues annuities.

© 2006 Teachers Insurance and Annuity Association of America–College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017

EX-99.12(B)

Exhibit 99.12(b)

CONSENT OF DECHERT LLP

April 28, 2008

College Retirement Equities Fund
730 Third Avenue
New York, NY 10017-3206
Re:	College Retirement Equities Fund (“Trust”)
	(File Nos. 33-00480 and 811-04415)

Dear Ladies and Gentlemen:

We hereby consent to the use of our name under the caption “Legal Matters” in the Statement of Additional Information filed as a part of Post-Effective Amendment No. 42 to the Trust’s Registration Statement, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Dechert LLP

EX-99.13

Exhibit 99.13

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-3 of our report dated February 21, 2008, relating to the financial statements and highlights which appears in the December 31, 2007 Annual Report to the Board of Trustees and Participants of the Stock Account, Global Equities Account, Growth Account, Equity Index Account, Bond Market Account, Inflation-Linked Bond Account, Social Choice Account and Money Market Account, constituting the College Retirement Equities Fund, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Experts” and “Independent Registered Public Accounting Firm” in such Registration Statement.

PricewaterhouseCoopers LLP

New York, New York

April 28, 2008