485BPOS

As filed with the U.S. Securities and Exchange Commission on April 28, 2011

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. 45	x
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 51	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, 2011 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, 2011

COLLEGE RETIREMENT

EQUITIES FUND (CREF)

Individual, Group and Tax-Deferred 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:

§Stock	§Bond Market
§Global Equities	§Inflation-Linked Bond
§Growth	§Social Choice
§Equity Index	§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:

§RA (Retirement Annuity) §GRA (Group Retirement Annuity) §SRA (Supplemental Retirement Annuity) §GSRA (Group Supplemental Retirement Annuity) §Retirement Choice and Retirement Choice Plus Annuity §Accumulation-Only §GA (Group Annuity) and Institutionally Owned GSRAs §Classic, Roth IRA and Rollover (Individual Retirement Annuity) including SEP IRAs (Simplified Employee Pension Plans) §Keogh §ATRA (After-Tax Retirement 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, 2011, which is incorporated by reference into this Prospectus. The Prospectus, SAI and CREF’s annual and semi-annual reports, which are incorporated by reference herein, 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 CREF3 Special Terms3 About Expenses4 Condensed Financial Information9 Your Investment Options17 Overview of the Accounts17 Equity Accounts18 Stock Account18 Global Equities Account20 Growth Account22 Index Account24 Equity Index Account24 Non-Principal Investments of the Equity and Equity Index Accounts25 Fixed-Income Accounts26 Bond Market Account26 Inflation-Linked Bond Account29 Non-Principal Investments of the Bond Market and Inflation-Linked Bond Accounts31 Specialty/Balanced Account32 Social Choice Account32 Money Market Account35 Money Market Account35 Principal Risks of Investing in the Accounts37 Principal Risks of Investing in the Equity Accounts37 Principal Risks of Investing in the Fixed-Income Accounts and the Money Market Account40 Past Performance42

Additional Information About Investment Strategies and Risks46 More About Benchmarks and Other Indices51 Management of the Accounts55 The Accounts’ Investment Adviser55 Portfolio Management Teams56 Adding, Closing or Substituting Accounts60 The Annuity Contracts61 Your CREF Contract and Account63 Important Information About Procedures for Opening a New Account65 Choosing an Account65 How to Transfer and Withdraw Your Money68 Market Timing/Excessive Trading Policy72 When You Are Ready to Receive Your Annuity Income74 Illustrations of Annuity Payments78 Death Benefits81 Taxes84 Important Transaction Information89 Additional Information About Index Providers90 Table of Contents for the Statement of Additional Information92

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 that invest in, among other things, real estate (the “TIAA Real Estate Account”) and in mutual funds that invest in equities and fixed-income investments (“TIAA Access”).

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 3.7 million people at approximately 15,000 institutions. As of December 31, 2010, CREF’s net assets were approximately $190.7 billion and the combined net assets for TIAA, CREF and other entities within the TIAA-CREF organization totaled approximately $453.4 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.

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

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 As of the date of this Prospectus, any Business Day, plus the last calendar day of each month (which could fall on a weekend or holiday, and thus, on a day that is not a Business Day). 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. Beginning in or around the fourth quarter of 2011, it is anticipated that, subject to any necessary approvals, Valuation Days will include only Business Days, and thus the last calendar day of each month will not be a Valuation Day unless it falls on a Business Day. If the last calendar day of a month does not fall on a Business Day, the last Valuation Day for such month shall be the Business Day immediately preceding the last calendar day of the month.

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 or arrange for the provision of these services for CREF “at cost” to TIAA and its affiliates.

•Investment management expenses. These expenses generally include investment management, portfolio accounting and 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.

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•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 expenses also include the costs of its audit and legal services, and certain other services provided by third parties, all of which are included in one or more of the expense groups noted above.

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.

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, 2011 through April 30, 2012. Actual expenses may be higher or lower.

After the end of every quarter, CREF reconciles the amount deducted from an Account with the expenses the Account actually incurred and, if there is a difference, it is added to or deducted from the Account in equal daily installments over the remaining days of the quarter, provided that material differences may be repaid in the current calendar quarter, in accordance with accounting principles generally accepted in the United States of America (GAAP). CREF’s 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 the 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, in an effort 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, TIAA or its affiliates also may make cash payments to certain third-party broker-dealers and others, such as third-party

College Retirement Equities Fund■Prospectus     5

administrators of employer plans, who may provide CREF access to their distribution platforms, as well as transaction processing or administrative services.

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ANNUAL EXPENSE DEDUCTIONS

The following table shows the estimated 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		Stock	Global Equities		GlobalEquities	Growth		Growth	Equity Index		EquityIndex	Bond Market		BondMarket	Inflation-Linked Bond		Inflation-LinkedBond	Social Choice		SocialChoice	Money Market		MoneyMarket
Participant Transaction Expenses		FALSE			FALSE			FALSE			FALSE			FALSE			FALSE			FALSE			TRUE
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)
Transfer Between Accounts		None			None			None			None			None			None			None			None
Transfer 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	%		0.140	%		0.105	%		0.070	%		0.090	%		0.090	%		0.085	%		0.075	%
Administrative Expenses		0.265	%		0.265	%		0.265	%		0.265	%		0.265	%		0.265	%		0.265	%		0.265	%
Distribution Expenses (12b-1)		0.075	%		0.075	%		0.075	%		0.075	%		0.075	%		0.075	%		0.075	%		0.075	%
Mortality and Expense Risk Charges		0.005	%		0.005	%		0.005	%		0.005	%		0.005	%		0.005	%		0.005	%		0.005	%
Total Annual Expense Deductions1		0.470	%		0.485	%		0.450	%		0.415	%		0.435	%		0.435	%		0.430	%		0.420	%

¹Beginning July 16, 2009, TIAA has voluntarily withheld (“waived”) a portion of the distribution and/or administrative expenses of the Money Market Account in order to assist the Account in producing a yield of at least zero. TIAA is not obligated to continue these waivers, and there is no assurance that the Account will produce a yield of at least zero. The effect of this waiver is not reflected in the chart. Any expenses waived after October 1, 2010 are subject to possible recovery by TIAA from the Account for three years after the waiver. TIAA may recover from the Account a portion of the amounts waived at such time as the Account’s daily yield would be positive absent the effect of the waiver, and in such event the amount of recovery on any day will be approximately 25% of the Account’s yield (net of all expenses) on that day.

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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 based on the estimated annual expense deductions in the table above. 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		Stock	Global Equities		GlobalEquities	Growth		Growth	Equity Index		EquityIndex	Bond Market		BondMarket	Inflation-Linked Bond		Inflation-LinkedBond	Social Choice		SocialChoice	Money Market		MoneyMarket
1 Year		$5			$5			$5			$4			$4			$4			$4			$4
3 Years		$15			$16			$14			$13			$14			$14			$14			$13
5 Years		$26			$27			$25			$23			$24			$24			$24			$24
10 Years		$59			$61			$57			$52			$55			$55			$54			$53

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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,		2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	4.506		$	4.251		$	5.339		$	4.754		$	4.329		$	3.819		$	3.564		$	2.796		$	2.476		$	2.432
Expenses (a)		1.006			0.849			1.113			0.992			1.095			0.901			0.717			0.746			0.638			0.693
Net investment income (a)		3.500			3.402			4.226			3.762			3.234			2.918			2.847			2.050			1.838			1.739	(b)
Net realized and unrealized gain
(loss) on total investments		29.246			47.129			(107.993	)		15.589			32.372			11.478			19.297			39.127			(35.535	)		(27.951	)(b)
Net change in accumulation
unit value		32.746			50.531			(103.767	)		19.351			35.606			14.396			22.144			41.177			(33.697	)		(26.212	)
Accumulation unit value:
Beginning of year		208.254			157.723			261.490			242.139			206.533			192.137			169.993			128.816			162.513			188.725
End of year	$	241.000		$	208.254		$	157.723		$	261.490		$	242.139		$	206.533		$	192.137		$	169.993		$	128.816		$	162.513
TOTAL RETURN*		15.72	%		32.04	%		(39.68	)%		7.99	%		17.24	%		7.49	%		13.03	%		31.97	%		(20.73	)%		(13.89	)%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.47	%		0.49	%		0.64	%		0.52	%		0.49	%		0.46	%		0.41	%		0.52	%		0.44	%		0.41	%
Net investment income		1.63	%		1.97	%		1.95	%		1.44	%		1.44	%		1.49	%		1.63	%		1.43	%		1.28	%		1.03	%(b)
SUPPLEMENTAL DATA
Portfolio turnover rate		61	%		58	%		53	%		49	%		51	%		58	%		58	%		47	%		31	%		29	%
Accumulation units outstanding
at end of year (in millions)		401			418			424			448			469			484			495			499			493			509

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

^(a)Based on average units outstanding.

^(b)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 net investment income per accumulation unit by $0.006 and increase net realized and unrealized loss per accumulation unit by $0.006. For the ratio of net investment income to average net assets, there was no effect for the Stock Account for the year ended December 31, 2001.

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CONDENSED FINANCIAL INFORMATION(continued)

GLOBAL EQUITIES ACCOUNT

For the Years Ended December 31,	2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	1.888		$	1.862		$	2.587		$	2.069		$	1.716		$	1.641		$	1.462		$	1.249		$	0.956		$	0.985
Expenses (a)		0.432			0.374			0.462			0.409			0.481			0.397			0.323			0.325			0.281			0.320
Net investment income (a)		1.456			1.488			2.125			1.660			1.235			1.244			1.139			0.924			0.675			0.665	(b)
Net realized and unrealized gain
(loss) on total investments		8.987			19.648			(49.181	)		8.522			14.969			6.205			8.064			16.227			(14.853	)		(16.493	)(b)
Net change in accumulation
unit value		10.443			21.136			(47.056	)		10.182			16.204			7.449			9.203			17.151			(14.178	)		(15.828	)
Accumulation unit value:
Beginning of year		85.353			64.217			111.273			101.091			84.887			77.438			68.235			51.084			65.262			81.090
End of year	$	95.796		$	85.353		$	64.217		$	111.273		$	101.091		$	84.887		$	77.438		$	68.235		$	51.084		$	65.262
TOTAL RETURN*		12.24	%		32.91	%		(42.29	)%		10.07	%		19.09	%		9.62	%		13.49	%		33.57	%		(21.72	)%		(19.52	)%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.50	%		0.53	%		0.68	%		0.56	%		0.52	%		0.50	%		0.46	%		0.57	%		0.49	%		0.46	%
Net investment income		1.69	%		2.11	%		2.34	%		1.53	%		1.35	%		1.57	%		1.62	%		1.60	%		1.18	%		0.95	%(b)
SUPPLEMENTAL DATA
Portfolio turnover rate		81	%		59	%		76	%		108	%		137	%		137	%		74	%		140	%		96	%		112	%
Accumulation units outstanding
at end of year (in millions)		152			155			147			153			151			139			130			117			104			100

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

^(a)Based on average units outstanding.

^(b)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 net investment income per accumulation unit by $0.001 and increase net realized and unrealized loss per accumulation unit by $0.001. For the ratio of net investment income to average net assets, there was no effect for the Global Equities Account for the year ended December 31, 2001.

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GROWTH ACCOUNT

For the Years Ended December 31,	2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	0.907		$	0.836		$	0.740		$	0.694		$	0.625		$	0.520		$	0.672		$	0.606		$	0.488		$	0.387
Expenses (a)		0.293			0.249			0.316			0.272			0.321			0.291			0.249			0.265			0.231			0.278
Net investment income (a)		0.614			0.587			0.424			0.422			0.304			0.229			0.423			0.341			0.257			0.109	(b)
Net realized and unrealized gain
(loss) on total investments		8.706			16.058			(30.509	)		10.416			3.066			2.935			3.005			11.572			(18.704	)		(18.345	)(b)
Net change in accumulation
unit value		9.320			16.645			(30.085	)		10.838			3.370			3.164			3.428			11.913			(18.447	)		(18.236	)
Accumulation unit value:
Beginning of year		62.198			45.553			75.638			64.800			61.430			58.266			54.838			42.925			61.372			79.608
End of year	$	71.518		$	62.198		$	45.553		$	75.638		$	64.800		$	61.430		$	58.266		$	54.838		$	42.925		$	61.372
TOTAL RETURN*		14.98	%		36.54	%		(39.78	)%		16.73	%		5.49	%		5.43	%		6.25	%		27.75	%		(30.06	)%		(22.91	)%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.46	%		0.48	%		0.69	%		0.55	%		0.52	%		0.50	%		0.45	%		0.54	%		0.46	%		0.43	%
Net investment income		0.96	%		1.14	%		0.68	%		0.60	%		0.49	%		0.39	%		0.77	%		0.70	%		0.51	%		0.17	%(b)
SUPPLEMENTAL DATA
Portfolio turnover rate		77	%		81	%		82	%		127	%		109	%		87	%		65	%		76	%		54	%		44	%
Accumulation units outstanding
at end of year (in millions)		187			190			178			181			182			194			196			197			176			171

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

^(a)Based on average units outstanding.

^(b)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 net investment income per accumulation unit by $0.002 and decrease net realized and unrealized loss per accumulation unit by $0.002. For the ratio of net investment income to average net assets, there was no effect for the Growth Account for the year ended December 31, 2001.

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CONDENSED FINANCIAL INFORMATION(continued)

EQUITY INDEX ACCOUNT

For the Years Ended December 31,	2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	1.613		$	1.470		$	1.823		$	1.806		$	1.636		$	1.441		$	1.400		$	1.073		$	1.003		$	0.973
Expenses (a)		0.343			0.288			0.429			0.383			0.385			0.325			0.256			0.278			0.248			0.258
Net investment income (a)		1.270			1.182			1.394			1.423			1.251			1.116			1.144			0.795			0.755			0.715	(b)
Net realized and unrealized gain
(loss) on total investments		11.830			16.176			(38.771	)		3.050			11.332			3.320			6.954			15.521			(15.713	)		(9.849	)(b)
Net change in accumulation
unit value		13.100			17.358			(37.377	)		4.473			12.583			4.436			8.098			16.316			(14.958	)		(9.134	)
Accumulation unit value:
Beginning of year		79.664			62.306			99.683			95.210			82.627			78.191			70.093			53.777			68.735			77.869
End of year	$	92.764		$	79.664		$	62.306		$	99.683		$	95.210		$	82.627		$	78.191		$	70.093		$	53.777		$	68.735
TOTAL RETURN*		16.45	%		27.86	%		(37.50	)%		4.70	%		15.23	%		5.67	%		11.55	%		30.34	%		(21.76	)%		(11.73	)%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.42	%		0.43	%		0.59	%		0.47	%		0.43	%		0.41	%		0.36	%		0.46	%		0.41	%		0.37	%
Net investment income		1.54	%		1.77	%		1.67	%		1.39	%		1.39	%		1.40	%		1.60	%		1.33	%		1.26	%		1.02	%(b)
SUPPLEMENTAL DATA
Portfolio turnover rate		8	%		5	%		7	%		9	%		10	%		7	%		3	%		3	%		7	%		6	%
Accumulation units outstanding
at end of year (in millions)		116			116			113			113			116			117			113			104			86			75

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

^(a)Based on average units outstanding.

^(b)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, this change had no effect on the Account’s condensed financial information.

12     Prospectus■College Retirement Equities Fund

BOND MARKET ACCOUNT

For the Years Ended December 31,	2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	3.470		$	3.818		$	4.241		$	4.260		$	3.990		$	3.437		$	3.265		$	2.946		$	3.317		$	3.258
Expenses (a)		0.422			0.399			0.416			0.315			0.373			0.342			0.292			0.347			0.261			0.242
Net investment income (a)		3.048			3.419			3.825			3.945			3.617			3.095			2.973			2.599			3.056			3.016	(c)
Net realized and unrealized gain
(loss) on total investments		3.096			2.556			(2.777	)		0.806			(0.467	)		(1.414	)		0.015			0.377			3.236			1.571	(c)
Net change in accumulation
unit value		6.144			5.975			1.048			4.751			3.150			1.681			2.988			2.976			6.292			4.587
Accumulation unit value:
Beginning of year		91.306			85.331			84.283			79.532			76.382			74.701			71.713			68.737			62.445			57.858
End of year	$	97.450		$	91.306		$	85.331		$	84.283		$	79.532		$	76.382		$	74.701		$	71.713		$	68.737		$	62.445
TOTAL RETURN*		6.73	%		7.00	%		1.24	%		5.97	%		4.12	%		2.25	%		4.17	%		4.33	%		10.08	%		7.93	%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.44	%		0.45	%		0.61	%		0.51	%		0.48	%		0.45	%		0.40	%		0.49	%		0.41	%		0.43	%
Net investment income		3.19	%		3.88	%		4.53	%		4.86	%		4.69	%		4.09	%		4.07	%		3.69	%		4.75	%		5.36	%(c)
SUPPLEMENTAL DATA
Portfolio turnover rate		230	%(b)		185	%(b)		125	%		174	%		219	%		275	%		100	%		164	%		249	%		257	%
Accumulation units outstanding
at end of year (in millions)		122			113			100			89			78			74			70			73			82			71

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

^(a)Based on average units outstanding.

^(b)The portfolio turnover rates excluding mortgage dollar roll transactions for the periods ending December 31, 2010 and 2009 were 62% and 96%, respectively.

^(c)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 net investment income per accumulation unit by $0.0067, increase net realized and unrealized gain per accumulation unit by $0.0067 and decrease the ratio of net investment income to average net assets by 0.12%.

College Retirement Equities Fund■Prospectus     13

CONDENSED FINANCIAL INFORMATION(continued)

INFLATION-LINKED BOND ACCOUNT

For the Years Ended December 31,	2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	1.596		$	0.974		$	2.700		$	2.618		$	1.560		$	2.657		$	2.028		$	1.764		$	1.797		$	1.816
Expenses (a)		0.254			0.241			0.249			0.186			0.228			0.194			0.166			0.193			0.147			0.122
Net investment income (a)		1.342			0.733			2.451			2.432			1.332			2.463			1.862			1.571			1.650			1.694	(b)
Net realized and unrealized gain
(loss) on total investments		1.929			4.119			(3.367	)		2.695			(1.339	)		(1.316	)		1.497			1.395			3.817			0.692	(b)
Net change in accumulation
unit value		3.271			4.852			(0.916	)		5.127			(0.007	)		1.147			3.359			2.966			5.467			2.386
Accumulation unit value:
Beginning of year		55.499			50.647			51.563			46.436			46.443			45.296			41.937			38.971			33.504			31.118
End of year	$	58.770		$	55.499		$	50.647		$	51.563		$	46.436		$	46.443		$	45.296		$	41.937		$	38.971		$	33.504
TOTAL RETURN*		5.89	%		9.58	%		(1.78	)%		11.04	%		(0.01	)%		2.53	%		8.01	%		7.61	%		16.32	%		7.67	%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.44	%		0.45	%		0.58	%		0.50	%		0.49	%		0.43	%		0.39	%		0.48	%		0.41	%		0.36	%
Net investment income		2.33	%		1.38	%		4.69	%		5.00	%		2.83	%		5.47	%		4.34	%		3.93	%		4.56	%		4.93	%(b)
SUPPLEMENTAL DATA
Portfolio turnover rate		15	%		11	%		19	%		13	%		23	%		24	%		110	%		240	%		31	%		42	%
Accumulation units outstanding
at end of year (in millions)		135			134			116			91			77			83			73			57			64			35

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

^(a)Based on average units outstanding.

^(b)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 net investment income per accumulation unit by $0.031, increase net realized and unrealized gain per accumulation unit by $0.031 and increase the ratio of net investment income to average net assets by 0.11%.

14     Prospectus■College Retirement Equities Fund

SOCIAL CHOICE ACCOUNT

For the Years Ended December 31,	2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	3.618		$	3.517		$	4.191		$	4.165		$	3.687		$	2.987		$	2.883		$	2.418		$	2.687		$	2.766
Expenses (a)		0.561			0.488			0.600			0.492			0.535			0.465			0.377			0.422			0.337			0.352
Net investment income (a)		3.057			3.029			3.591			3.673			3.152			2.522			2.506			1.996			2.350			2.414	(c)
Net realized and unrealized gain
(loss) on total investments		11.683			19.530			(34.439	)		2.371			8.412			2.877			6.473			14.293			(10.756	)		(7.003	)(c)
Net change in accumulation
unit value		14.740			22.559			(30.848	)		6.044			11.564			5.399			8.979			16.289			(8.406	)		(4.589	)
Accumulation unit value:
Beginning of year		123.277			100.718			131.566			125.522			113.958			108.559			99.580			83.291			91.697			96.286
End of year	$	138.017		$	123.277		$	100.718		$	131.566		$	125.522		$	113.958		$	108.559		$	99.580		$	83.291		$	91.697
TOTAL RETURN*		11.95	%		22.41	%		(23.45	)%		4.81	%		10.15	%		4.97	%		9.02	%		19.56	%		(9.17	)%		(4.77	)%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.44	%		0.45	%		0.61	%		0.48	%		0.45	%		0.42	%		0.37	%		0.47	%		0.39	%		0.40	%
Net investment income		2.39	%		2.81	%		3.02	%		2.81	%		2.65	%		2.29	%		2.46	%		2.22	%		2.75	%		2.77	%(c)
SUPPLEMENTAL DATA
Portfolio turnover rate		98	%(b)		85	%(b)		77	%		60	%		84	%		97	%		37	%		41	%		93	%		69	%
Accumulation units outstanding
at end of year (in millions)		72			68			66			68			67			66			62			57			51			46

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

^(a)Based on average units outstanding.

^(b)The portfolio turnover rates excluding mortgage dollar roll transactions for the periods ending December 31, 2010 and 2009 were 40% and 49%, respectively.

^(c)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 net investment income per accumulation unit by $0.019, decrease net realized and unrealized gain per accumulation unit by $0.019 and decrease the ratio of net investment income to average net assets by 0.02%.

College Retirement Equities Fund■Prospectus     15

CONDENSED FINANCIAL INFORMATION(concluded)

MONEY MARKET ACCOUNT

For the Years Ended December 31,	2010			2009			2008			2007			2006			2005			2004			2003			2002			2001
FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD*
Investment income(a)	$	0.062		$	0.164		$	0.700		$	1.258		$	1.169		$	0.726		$	0.307		$	0.264		$	0.407		$	0.888
Expenses (a)		0.062			0.104			0.124			0.092			0.098			0.090			0.078			0.097			0.082			0.069
Net investment income (a)		—			0.060			0.576			1.166			1.071			0.636			0.229			0.167			0.325			0.819
Net realized and unrealized gain
(loss) on total investments		—			(0.031	)		0.032			(0.004	)		—			0.003			(0.006	)		(0.004	)		(0.005	)		0.009
Net change in accumulation
unit value		—			0.029			0.608			1.162			1.071			0.639			0.223			0.163			0.320			0.828
Accumulation unit value:
Beginning of year		25.533			25.504			24.896			23.734			22.663			22.024			21.801			21.638			21.318			20.490
End of year	$	25.533		$	25.533		$	25.504		$	24.896		$	23.734		$	22.663		$	22.024		$	21.801		$	21.638		$	21.318
TOTAL RETURN*		0.00	%		0.11	%		2.44	%		4.90	%		4.73	%		2.90	%		1.02	%		0.75	%		1.50	%		4.04	%
RATIOS TO AVERAGE NET ASSETS
Total expenses		0.41	%		0.43	%		0.56	%		0.45	%		0.43	%		0.41	%		0.36	%		0.45	%		0.38	%		0.33	%
Expenses net of TIAA withholding		0.24	%		0.41	%		0.56	%		0.45	%		0.43	%		0.41	%		0.36	%		0.45	%		0.38	%		0.33	%
Net investment income		0.00	%		0.21	%		2.25	%		4.79	%		4.64	%		2.86	%		1.05	%		0.77	%		1.51	%		3.88	%
SUPPLEMENTAL DATA
Accumulation units outstanding
at end of year (in millions)		463			512			582			469			393			317			298			306			335			339

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

^(a)Based on average units outstanding.

16     Prospectus■College Retirement Equities Fund

YOUR INVESTMENT OPTIONS

OVERVIEW OF THE ACCOUNTS

CREF has eight investment portfolios, or Accounts, which are divided into several categories reflecting different investment management strategies. 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 certain 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. The Accounts are not appropriate for market timing. You should not invest in the Accounts if you are a market timer.

College Retirement Equities Fund■Prospectus     17

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 assets in a broadly diversified portfolio of common stocks. The Account’s investment adviser, TIAA-CREF Investment Management, LLC (“TCIM”), typically 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.

A portion of the Account is managed using an active management strategy. With active management, 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.

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 underweighting 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 stocks 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 buys most, but not necessarily all, of the stocks in the indices of its

18     Prospectus■College Retirement Equities Fund

composite benchmark index, and will attempt to closely match the overall investment characteristics of its composite benchmark index.

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 developed market small-cap equities. Under normal circumstances the Account seeks to maintain the weightings of its holdings as approximately 70–75% domestic equities and 25–30% foreign equities. Within the foreign equities weightings, approximately 5% of the Account will be comprised of emerging market investments and approximately 3% of the Account will be comprised of foreign developed market small-cap investments. As of December 31, 2010, foreign securities were approximately 31% of the market value of the Account, with approximately 22% in developed market equities, 6% in emerging market equities and 3% in developed market small-cap equities. For a discussion of additional risks concerning investments in foreign securities, see “Additional Information About Investment Strategies and Risks” below.

Within the Account’s globally-diversified, multi-investment style strategy, the Account allocates assets to a variety of underlying investment strategies. The allocations to such strategies, including domestic or foreign investments in large-cap, mid-cap and small-cap and various industry sector specializations, may change over time.

The benchmark for the Stock Account is a composite index composed of four unmanaged benchmarks: the Russell 3000^® Index, the MSCI Barra (“MSCI”) EAFE + Canada Index, the MSCI Emerging Markets Indexand the MSCI EAFE + Canada Small Cap Index. The weights in the composite index change to reflect the relative sizes of the domestic and foreign segments of the Account and to maintain its consistency with the Account’s investment strategies. Starting May 1, 2011, the CREF Stock Account’s composite benchmark will begin a transition so that as of July 1, 2011, the MSCI EAFE + Canada Index, the MSCI Emerging Markets Index and the MSCI EAFE + Canada Small Cap Index will be replaced with the MSCI All Country World ex-US Investable Market Index (“MSCI ACWI ex-US IMI”). As of July 1, 2011, the Account’s composite benchmark index will consist of two unmanaged indices: the Russell 3000^® Index and the MSCI ACWI ex-US IMI. See “More About Benchmarks and Other Indices” below for additional information about composite and other benchmarks.

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

•market risk;

•company risk;

•index risk;

College Retirement Equities Fund■Prospectus     19

•quantitative analysis risk;

•foreign investment risk;

•emerging markets risk;

•small-cap/mid-cap risk;

•large-cap risk; and

•active management 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. Also, seeking enhanced results relative to an index may cause that portion of the Account that is managed using an enhanced index strategy to underperform the index. Furthermore, because of the Account’s 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.

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.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

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 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, 2010, foreign securities were approximately 48% of the market value of the Account, with approximately 44% in developed market equities and 4% in emerging markets equities. 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. For a discussion of additional risks concerning investments in foreign securities, see “Additional Information About Investment Strategies and Risks” below.

20     Prospectus■College Retirement Equities Fund

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 typically 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 underweighting 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. This portion of the Account buys most, but not necessarily all, of the stocks in the Account’s benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index.

Within the Account’s globally-diversified, multi-investment style strategy, the Account allocates assets to a variety of underlying investment strategies. The allocations to such strategies, including domestic or foreign investments in large-cap, mid-cap and small-cap and various industry sector specializations, may change over time.

The benchmark for the Global Equities Account is the MSCI World 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 investment risks:

College Retirement Equities Fund■Prospectus     21

•market risk;

•company risk;

•quantitative analysis risk;

•index risk;

•foreign investment risk;

•small-cap/mid-cap risk;

•active management risk;

•large-cap risk; and

•emerging markets 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. Also, seeking enhanced results relative to an index may cause that portion of the Account that is managed using an enhanced index strategy to underperform the index. 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.

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 as well as domestic markets.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

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 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

22     Prospectus■College Retirement Equities Fund

prospective acquisitions, reorganizations, corporate restructurings or other special situations.

Growth-oriented companies are companies with a strong competitive position within their industry or a competitive position within a very strong industry. Generally, growth investing entails analyzing the quality of a company’s earnings (i.e.,the degree to which earnings are derived from sustainable sources), and analyzing companies as if one would be buying the underlying business, not simply trading its equity. Growth investing also involves fundamental research and qualitative analysis of particular companies in order to identify and benefit from particular companies whose business prospects appear underappreciated by the market.

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. 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 typically 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 buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark 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 investment risks:

•market risk;

•company risk;

•foreign investment risk;

•small-cap/mid-cap risk;

•large-cap risk;

•active management risk;

•index risk;

College Retirement Equities Fund■Prospectus     23

•quantitative analysis risk; and

•the risks of growth investing.

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.

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 selective exposure to value-oriented companies.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

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 United States, as represented by a broad stock market index.

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 investment risks:

•market risk;

•company risk;

24     Prospectus■College Retirement Equities Fund

•index risk;

•large-cap risk; and

•small- and mid-cap 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.

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.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

NON-PRINCIPAL INVESTMENTS OF THE EQUITY AND EQUITY INDEX ACCOUNTS

The Equity Accounts and Equity Index Account may make certain other investments, but not as principal strategies. In addition to stocks, the Equity and Equity Index Accounts may hold other types of securities with equity characteristics, such as convertible bonds, preferred stock, warrants and depository receipts. The Equity and Equity Index Accounts may also invest in short-term debt securities of the same type as those held by the Money Market Account and other kinds of short-term instruments for cash management and other purposes. Investing in these securities and instruments is intended to help the Accounts maintain liquidity, use cash balances effectively and take advantage of attractive investment opportunities. The Equity Accounts also may invest up to 20% of their assets in fixed-income securities. TCIM may also manage cash in the Accounts by investing in money market funds or other short-term investment company securities.

The Equity and Equity Index Accounts may also buy and sell: (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities; (2) futures contracts on securities indices composed of securities of the types in which each may invest; and (3) put and call options on such futures contracts. They may also buy and sell stock index futures contracts. The Equity and Equity Index Accounts may use such options and futures contracts for hedging and cash management purposes (but not for speculation) and to increase total return. Futures contracts permit an Account to gain exposure to groups of securities and thereby have the potential to earn returns that are similar to those that would be earned by direct investments in those securities or instruments.

College Retirement Equities Fund■Prospectus     25

The Equity and Equity Index Accounts may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Equity and Equity Index Accounts may also use ETFs for cash management purposes and other purposes, 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, these Accounts also may enter into forward currency contracts and currency swaps and may buy or sell put and call options and futures contracts on, and 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 invest in other derivatives and other similar financial instruments, such as equity swaps, so long as these derivatives and financial instruments are consistent with the Account’s investment objective and restrictions, policies and current regulations. The Accounts may use swaps to hedge or manage the risks associated with the assets held in an Account or to facilitate implementation of portfolio strategies of purchasing and selling assets for an Account’s portfolio.

The Equity and Equity Index Accounts may 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.

For more information on these and other investments the Accounts may utilize, please see the SAI.

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 assets in a broad range of fixed-income securities. The majority of the Account’s assets are 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

26     Prospectus■College Retirement Equities Fund

comparable quality. Fixed-income securities may pay a fixed or variable rate of interest.

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

The Account can also invest in below-investment-grade securities (also known as “high yield” or “junk” bonds) rated Ba1 or lower by Moody’s or BB+ or lower by Standard & Poor’s, as well as unrated securities that TCIM determines to be of a similar quality. 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, including emerging market fixed-income securities and non-dollar-denominated instruments, but such investments are not expected to exceed 20% of the Account’s assets.

The Account is managed to track the duration of the Barclays 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, 2010, the duration of the Barclays Index was 4.85 years. By keeping the duration of the Account close to that of its benchmark index, 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.

College Retirement Equities Fund■Prospectus     27

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

•income volatility risk;

•credit risk;

•call risk;

•interest rate risk;

•prepayment risk;

•extension risk;

•active management risk;

•market volatility and liquidity risk;

•fixed-income foreign risk;

•downgrade risk; and

•mortgage roll risks.

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, below-investment-grade securities, which are usually called “high-yield” or “junk” bonds, offer higher returns but also entail higher risks. Issuers of below-investment-grade securities 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, and pays 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.

28     Prospectus■College Retirement Equities Fund

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.

As with any investment, you can lose money by investing in this Account.

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.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

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 assets in U.S. Treasury Inflation-Indexed Securities (TIIS). The Account 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 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.

College Retirement Equities Fund■Prospectus     29

The Account can 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.

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

•income volatility risk;

•credit risk;

•call risk;

•interest rate risk;

•prepayment risk;

•extension risk;

•active management risk;

•special risks for inflation-indexed bonds; and

•fixed-income foreign 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.

The benchmark for the Account is the Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L). See “More About Benchmarks and Other Indices” below for additional information on benchmarks.

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%.

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

30     Prospectus■College Retirement Equities Fund

“real” rate of return (i.e., greater than the inflation rate) and want to balance holdings in stocks, conventional bonds and other investments.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

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

The Bond Market and Inflation-Linked Bond Accounts may make certain other investments, but not as principal strategies. For instance, 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.

The Bond Market and Inflation-Linked Bond 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. These Accounts intend to use options and futures primarily as a hedging technique, for risk management or for cash management. These Accounts may also use these techniques to help manage currency risk.

The Bond Market and Inflation-Linked Bond Accounts may buy and sell swaps and options on swaps, including credit default 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.

The Bond Market and Inflation-Linked Bond Accounts may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment risk and extension risk than traditional mortgage-backed securities.

In addition, the Bond Market and Inflation-Linked Bond Accounts may invest in other investment companies, such as ETFs, for cash management and other purposes, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When invested in other investment companies, these Accounts will bear their proportionate share of expenses charged by these investment companies.

For more information on these and other investments the Accounts may utilize, please see the SAI.

College Retirement Equities Fund■Prospectus     31

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%). Under normal circumstances, 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 generally may vary between 37% and 57% of the Account) and foreign equities accounting for approximately 13% of the Account (foreign equities generally may vary between 8% and 18% of the Account). When TCIM believes that market conditions or transaction needs make it appropriate, 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. Additionally, up to 6% of the Account may be invested in foreign fixed-income securities. Any of these percentages can be changed even further if TCIM believes it would be appropriate.

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 a favorable long-term rate of return, primarily through high income, consistent with preserving capital while giving special consideration to certain social criteria.

The benchmark for the Social Choice Account is a composite index comprised of three unmanaged benchmarks: the Russell 3000^® Index (domestic equities), the MSCI EAFE + Canada Index (foreign equities) and the Barclays Capital U.S. Aggregate Bond Index (fixed income). See “More About Benchmarks and Other Indices” below for more information about composite and other benchmarks.

Current Social Criteria: The social criteria the Account takes into consideration, and any universe of investments that the Account utilizes, are

32     Prospectus■College Retirement Equities Fund

nonfundamental investment policies. They can be changed without the approval of the Account’s participants.

The Account primarily invests in companies that are screened by MSCI, Inc. (“MSCI”) to favor companies that meet or exceed specified environmental, social and governance (“ESG”) criteria. The Account does this by investing in companies included in certain MSCI ESG Indices composed of domestic and foreign equity companies that meet or exceed MSCI’s screening criteria described below.

Prior to being eligible for inclusion in the MSCI ESG Indices, companies are subject to an ESG performance evaluation conducted by MSCI, consisting of numerous factors. The ESG evaluation process favors companies that are:

• Strong stewards of the environment;

• Committed to serving local communities where they operate and to human rights and philanthropy;

• Committed to higher labor standards for their own employees and those in the supply chain;

• Dedicated to producing high-quality and safe products; and

• Managed in an exemplary and ethical manner.

Examples of environmental assessment categories are: management systems, types of products and services produced, natural resource use, effect on climate change and waste and emissions. Social evaluation categories include the treatment of employees and suppliers and dealings with the community and society at large. Governance assessment categories include governance structure, business ethics, transparency and reporting and response to shareholder resolutions.

MSCI then ranks companies by industry sector peer group according to the ESG performance ratings. All companies must meet or exceed minimum ESG performance standards to be included in the MSCI ESG Indices. For each industry sector, key ESG performance factors are identified and given more weight in the process. Concerns in one area do not automatically eliminate a company from potential inclusion in the MSCI ESG Indices or the Account. When ESG concerns exist, the process gives careful consideration to how companies address the risks and opportunities they face in the context of their sector or industry and relative to their peers.

The social and environmental impact of corporate activities related to the production and sale of alcohol, tobacco, military weapons, firearms, nuclear power and gambling products and services are quantified and incorporated into a company’s overall ESG performance assessment. While not automatically excluded from the MSCI ESG Indices or the Account, most companies involved in these industries are ineligible for inclusion in the MSCI ESG Indices due to their poor overall ESG performance.

The Corporate Governance and Social Responsibility Committee of the Board of Trustees provides guidance with respect to the Account’s social criteria.

College Retirement Equities Fund■Prospectus     33

TCIM seeks to ensure that the Account’s investments are consistent with its social criteria, but TCIM cannot guarantee that this will always be the case for every Account holding. Even if an investment is not excluded by MSCI’s criteria, TCIM has the option of excluding the investment if it decides the investment is inappropriate, though it is expected that TCIM will normally rely on MSCI. Consistent with its responsibilities, the Corporate Governance and Social Responsibility Committee will continue to review the ESG evaluation process. Investing on the basis of social criteria is qualitative and subjective by nature, and there can be no assurance that the social criteria utilized by MSCI or any judgment exercised by the Committee or TCIM will reflect the beliefs or values of any particular investor.

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 or instrumentalities in accordance with criteria established by the Corporate Governance and Social Responsibility Committee. 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. The corporate issuers held in this portion of the Account are also subject to the screening criteria of MSCI. 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 investment risks:

•market risk;

•company risk;

•social criteria risk;

•foreign investment risk;

•small-cap/mid-cap risk;

•income volatility risk;

34     Prospectus■College Retirement Equities Fund

•credit risk;

•call risk;

•interest rate risk;

•prepayment risk;

•extension risk;

•fixed-income foreign risk; and

•active management risk.

In addition, because its social criteria exclude securities of certain issuers for non-financial reasons, the Account may not be able to take advantage of some market opportunities that would be available if the Account did 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 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.

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.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

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. The Account maintains a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life to maturity of 120 days or less.

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;

(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;

College Retirement Equities Fund■Prospectus     35

(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 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 97% of its assets in money market instruments that at the time of purchase are “first tier” securities—that is, rated within the highest short-term rating category by at least two nationally recognized statistical rating organizations (“NRSROs”), or rated within the highest short-term rating 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 3% of the Account’s assets may be invested in “second tier” securities—securities rated within the second highest short-term rating category by at least two NRSROs or in unrated securities that TCIM believes to be of comparable quality. The Account will not acquire any second-tier security with a remaining maturity of greater than 45 days. The Account’s U.S. dollar-denominated investments in foreign issuers and foreign sovereign debt as described above will not exceed 30% of its assets.

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

The peer group average to which the Account is compared is the iMoneyNet Money Fund Report Averages^TM —All Taxable.

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

•current income risk;

•income volatility risk;

•interest rate risk;

•company risk;

•fixed-income foreign risk; and

•market risk.

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 lose money by investing in this Account.

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No Constant Accumulation Value: Unlike most money market funds, the Money Market Account does not distribute income on a daily basis. Therefore, the Account does not maintain a constant value of $1.00 per share or unit and the accumulation unit value will fluctuate.

Who May Want to Invest: The Money Market Account may be best for individuals who have a shorter time horizon and who are risk averse.

See “Principal Risks of Investing in the Accounts” below and “Additional Information About Investment Strategies and Risks” below for more information.

PRINCIPAL RISKS OF INVESTING IN THE ACCOUNTS

PRINCIPAL RISKS OF INVESTING IN THE EQUITY ACCOUNTS

In general, the value of equity securities fluctuates in response to the performance and financial condition of individual companies that issue them and in response to general market and economic conditions. Therefore, the value of an investment in the Accounts that hold equity securities may decrease. There is no guarantee that an Account will meet its investment objective.

An investment in an Equity Account, or any Account’s equity investments, typically will be subject to the following principal investment risks described below:

•Market Risk—The risk that the price of equity securities may decline in response to general market and economic conditions or events, including conditions and developments outside of the equity markets such as significant changes in interest and inflation rates and the availability of credit. 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. During periods of unusual volatility or turmoil in the equity markets, an Account may undergo extended periods of decline.

•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. In times of market turmoil, perceptions of a company’s credit risk can quickly change and even large, well-established companies may deteriorate rapidly with little or no warning.

The Accounts that make foreign investments are subject to:

•Foreign Investment Risk—Foreign investments, which may include securities of foreign issuers, securities or contracts traded or acquired in

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non-U.S. markets or on non-U.S. exchanges, or securities or contracts payable or denominated in non-U.S. currencies, can involve special risks that arise from one or more of the following events or circumstances: (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 custodial 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.

•Emerging Markets Risk—The risk of foreign investment often increases 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 prices of issuers in emerging market countries may be volatile and difficult to determine. Securities of issuers in these countries may be less liquid than securities of issuers in more developed countries. In addition, foreign investors such as the Accounts are subject to a variety of special restrictions in many such countries.

The Accounts (or portions of an Account) that are managed according to a growth investment style are subject to:

•Style Risk/Risks of Growth Investing—Accounts that use an investing style, such as growth investing, entail the risk that equity securities representing a growth investing style may be out of favor in the marketplace for various periods of time, and result in underperformance relative to the broader market sector or significant declines in the Account’s portfolio value. 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 often 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 the investment performance of its respective index as a baseline, the Account may not duplicate the exact

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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.

Because the Accounts are managed by an investment adviser, they are subject to management risk.

The Accounts that are managed, in whole or in part, according to active management investment techniques are subject to:

•Active Management Risk—The performance of an Account that is actively managed reflects in part the ability of the portfolio managers to make active, qualitative investment decisions that are suited to achieving the Account’s investment objective. As a result of security selection, such Account could underperform its benchmark or other investment vehicles with similar investment objectives.

The Accounts that are managed, in whole or in part, according to a quantitative investment methodology are subject to:

•Quantitative Analysis Risk—The risk that securities selected using quantitative analysis can perform differently from the market as a whole based on the model and the factors used in the analysis, the weight placed on each factor and changes in the factor’s historical trends.

The Accounts that invest in large-cap securities are subject to:

•Large-Cap Risk—The risk that, by focusing on securities of larger companies, an Account may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Also, larger companies may fall out of favor with the investing public for reasons unrelated to their businesses or economic fundamentals.

The Accounts that invest in mid- and small-cap securities are subject to:

•Small-Cap/Mid-Cap Risk—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.

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PRINCIPAL RISKS OF INVESTING IN THE FIXED-INCOME ACCOUNTS AND THE MONEY MARKET ACCOUNT

An investment in a Fixed-Income Account or the Money Market Account, or any Account’s fixed-income investments, typically will be subject to the following principal investment risks described below:

•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. Further, in times of market turmoil, perceptions of a company’s credit risk can quickly change and the financial condition of even large, well-established companies may deteriorate rapidly with little or no warning.

•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.

•Market Volatility, Liquidity and Valuation Risk (types of Market Risk)—Trading activity in fixed-income securities in which an Account invests may be dramatically reduced or cease at any time, whether due to general market turmoil, problems experienced by a single company or a market sector or other factors. In such cases, it may be difficult for an Account to properly value assets represented by such securities. In addition, an Account may not be able to purchase or sell a security at a price deemed to be attractive, if at all.

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

•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

40     Prospectus■College Retirement Equities Fund

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, resulting in a decline in income.

•Downgrade Risk—The risk that securities are subsequently downgraded should rating agencies believe the issuer’s business outlook or creditworthiness have deteriorated. If this occurs, the values of these securities may decline, or it may affect the issuer’s ability to raise additional capital for operational or financial purposes and increase the chance of default, as a downgrade may be seen in the financial markets as a signal of an issuer’s deteriorating financial position.

·Mortgage Roll Risk— The risk that TCIM will not correctly predict mortgage prepayments and interest rates, which will diminish the investment performance of an Account compared with what such performance would have been without the use of the strategy.

•Prepayment Risk—The risk that during periods of falling interest rates, borrowers pay off their mortgage loans sooner than expected, forcing an Account to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in income. These risks are normally present in 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 shorten depending on homeowner prepayment activity. A rise in the prepayment rate and the resulting decline in duration of fixed-income securities held by an Account can result in losses to investors in the Account.

•Extension Risk—The risk that during periods of rising interest rates, borrowers pay off their mortgage loans later than expected, preventing an Account from reinvesting principal proceeds at higher interest rates, resulting in less income than potentially available. These risks are normally present in 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 lengthen depending on homeowner prepayment activity. A decline in the prepayment rate and the resulting increase in duration of fixed-income securities held by an Account can result in losses to investors in the Account.

•Active Management Risk—The performance of an Account that is actively managed reflects in part the ability of the portfolio manager(s) to make active, qualitative investment decisions that are suited to achieving the Account’s investment objective. As a result of securities selection, such Account could underperform its benchmark or other investment products with similar investment objectives.

•Fixed-Income Foreign Investment Risk—Foreign investments, which may include fixed-income securities of foreign issuers, or securities or

College Retirement Equities Fund■Prospectus     41

contracts payable or denominated in non-U.S. currencies, can involve special risks that arise from one or more of the following events or circumstances: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible seizure, expropriation or nationalization of assets; (4) more limited foreign financial information about the foreign debt issuer or difficulties interpreting it because of foreign regulations and accounting standards; (5) the impact of political, social or diplomatic events; (6) the difficulty of evaluating some foreign economic trends; and (7) the possibility that a foreign government could restrict an issuer from paying principal and interest on its debt obligations to investors outside the country. It may also be harder to use foreign laws and courts to enforce a foreign issuer to make principal and interest payments on its debt obligations. In addition, the cost of servicing external debt will also generally be adversely affected by rising international interest at rates which are adjusted based upon international interest rates.

The risks described above often increase in countries with emerging markets. For example, the ability of a foreign sovereign issuer, especially in debt obligations, will be strongly influenced by the issuer’s balance of payments, including export performance, its access to international credit and investments, fluctuations of interest rates and the extent of its foreign reserves. If deterioration occurs in the foreign country’s balance of payments, it could impose temporary restrictions on foreign capital remittances. In addition, there is a risk of restructuring certain foreign debt obligations that could reduce and reschedule interest and principal payments.

PAST PERFORMANCE

The following 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 charts show each Account’s average annual total returns over the one-year, five-year and ten-year periods ended December 31, 2010, and how those returns compare to those of broad-based securities market indices (and a composite index in some instances). Past performance does not guarantee future results.

The benchmarks and indices listed below are unmanaged, and you cannot invest directly in an index. The use of a particular benchmark or comparative index is not a fundamental policy and can be changed without participant approval. The Accounts will notify you if such a change is made.

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AVERAGE ANNUAL TOTAL RETURNS FOR THE ACCOUNTS (%)

Stock Account Best quarter: 19.57%, for the quarter ended June 30, 2009. Worst quarter: -22.91%, for the quarter ended December 31, 2008. Global Equities Account Best quarter: 20.91%, for the quarter ended June 30, 2009. Worst quarter: -23.01%, for the quarter ended December 31, 2008. Growth Account Best quarter: 15.73%, for the quarter ended December 31, 2001. Worst quarter: -22.89%, for the quarter ended December 31, 2008. Equity Index Account Best quarter: 16.68%, for the quarter ended June 30, 2009. Worst quarter: -22.79%, for the quarter ended December 31, 2008.

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

Bond Market Account Best quarter: 4.84%, for the quarter ended September 30, 2001. Worst quarter: -2.44%, for the quarter ended June 30, 2004. Inflation-Linked Bond Account Best quarter: 7.94%, for the quarter ended September 30, 2002. Worst quarter: -3.50%, for the quarter ended September 30, 2008. Social Choice Account Best quarter: 12.36%, for the quarter ended June 30, 2009. Worst quarter: -13.37%, for the quarter ended December 31, 2008. Money Market Account* Best quarter: 1.41%, for the quarter ended March 31, 2001. Worst quarter: 0.00%, for the quarter ended June 30, 2009.

*Beginning July 16, 2009, part or all of the distribution and/or administrative expenses for the Money Market Account have been withheld by TIAA (“waived”). Without this waiver, the 7-day current and effective annualized yields and total returns for the Account would have been lower. Amounts waived on or after October 1, 2010 are subject to possible recovery by TIAA under certain conditions. Please see the footnote to the table above entitled “Annual Expense Deductions” for a further description of these arrangements.

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AVERAGE ANNUAL TOTAL RETURNS FOR THE ACCOUNTS

For the periods ended December 31, 2010

	One Year		Five Years		Ten Years
Stock Account
Inception Date: August 1, 1952
Average Annual Total Return	15.72	%	3.13	%	2.48	%
Russell 3000® Index	16.93	%	2.74	%	2.16	%
CREF Stock Account Composite Index1	15.52	%	3.11	%	2.72	%
Global Equities Account
Inception Date: May 1, 1992
Average Annual Total Return	12.24	%	2.45	%	1.68	%
MSCI World Index	11.76	%	2.43	%	2.29	%
Growth Account
Inception Date: April 29, 1994
Average Annual Total Return	14.98	%	3.09	%	–1.07	%
Russell 1000® Growth Index	16.71	%	3.75	%	0.02	%
Equity Index Account
Inception Date: April 29, 1994
Average Annual Total Return	16.45	%	2.34	%	1.77	%
Russell 3000® Index	16.93	%	2.74	%	2.16	%
Bond Market Account
Inception Date: March 1, 1990
Average Annual Total Return	6.73	%	4.99	%	5.35	%
Barclays Capital U.S. Aggregate Bond Index	6.54	%	5.80	%	5.84	%
Inflation-Linked Bond Account
Inception Date: May 1, 1997
Average Annual Total Return	5.89	%	4.82	%	6.57	%
Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)	6.31	%	5.33	%	7.02	%
Social Choice Account
Inception Date: March 1, 1990
Average Annual Total Return	11.95	%	3.91	%	3.67	%
Russell 3000® Index	16.93	%	2.74	%	2.16	%
CREF Social Choice Account Composite Index2	12.26	%	4.03	%	3.74	%
Money Market Account
Inception Date: April 1, 1988
Average Annual Total Return	0.00	%3	2.41	%3	2.22	%3
iMoneyNet Money Fund Report Averages™—All Taxable	0.04	%	2.27	%	2.03	%

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AVERAGE ANNUAL TOTAL RETURNS FOR THE ACCOUNTS (concluded)

¹The CREF Stock Account’s benchmark currently is a composite index that is a weighted average of four unmanaged indices: (i) the Russell 3000^® Index, (ii) the MSCI EAFE + Canada Index, (iii) the MSCI Emerging Markets Indexand (iv) the MSCI EAFE + Canada Small Cap Index. The weights in the composite index change 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. Please note that starting May 1, 2011, the CREF Stock Account’s composite benchmark will begin a transition so that as of July 1, 2011, the MSCI EAFE + Canada Index, the MSCI Emerging Markets Index and the MSCI EAFE + Canada Small Cap Index will be replaced with the MSCI ACWI ex-US IMI. As of July 1, 2011, the Account's composite benchmark index will be a weighted average of two unmanaged indices: the Russell 3000^® Index (domestic equities) and the MSCI ACWI ex-US IMI (foreign equities). The Account’s benchmark, the components that make up a composite benchmark and the method of calculating a composite benchmark’s performance may vary over time. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

²The CREF Social Choice Account’s benchmark is a composite index that is a weighted average of three unmanaged benchmarks: (i) the Russell 3000^® Index, (ii) the Barclays Capital U.S. Aggregate Bond Index and (iii) the MSCI EAFE + Canada Index. 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. The Account’s benchmark, the components that make up a composite benchmark and the method of calculating a composite benchmark’s performance may vary over time. See “More About Benchmarks and Other Indices” below for additional information about benchmarks.

³Beginning July 16, 2009, part or all of the distribution and/or administrative expenses for the Money Market Account have been withheld by TIAA (“waived”). Without this waiver, the 7-day current and effective annualized yields and total returns for the Account would have been lower. Amounts waived on or after October 1, 2010 are subject to possible recovery by TIAA under certain conditions. Please see the footnote to the table above entitled “Annual Expense Deductions” for a further description of these arrangements.

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 800 842-2252.

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

At times, the Accounts may use certain investment tools in seeking 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

46     Prospectus■College Retirement Equities Fund

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 risks beyond those of domestic investments. These include:

•Changes in currency exchange rates;

•Possible imposition of market controls or currency exchange controls;

•Possible imposition of 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 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

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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 United States. 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.

OPTIONS, FUTURES AND OTHER DERIVATIVES

Each Account (except for the Money Market Account) can buy and sell: (1) put and call options on securities of the types in which the Accounts may invest and on securities indices composed of such securities; (2) futures contracts on securities indices composed of securities of the types in which the Accounts may invest; and (3) put and call options on such futures contracts. The Accounts may use such options and futures contracts for hedging and cash management purposes and in seeking to increase total return, 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. Futures contracts permit an Account to gain exposure to groups of securities and thereby have the potential to earn returns that are similar to those that would be earned by direct investments in those securities or instruments.

The Equity Accounts can invest in derivatives and other similar financial instruments, such as equity swaps and contracts for difference (including arrangements where the return is linked to a stock market index) and equity-linked fixed-income securities, so long as these derivatives and financial instruments are consistent with the Account’s investment objective and restrictions, policies and current regulations.

The Fixed-Income Accounts can also invest in derivatives and other similar financial instruments, such as swaps and options on swaps, so long as these derivatives and financial instruments are consistent with the Account’s investment objective and restrictions, policies and current regulations. For example, these Accounts can invest in credit default swaps (a derivative in which the buyer of the swap makes a series of payments to the seller and, in exchange, receives a payment if the underlying credit instrument (e.g., a bond) goes into default) and interest rate swaps (a derivative in which one party exchanges a stream of interest payments for another party’s stream of cash flows).

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Both the Equity and Fixed-Income Accounts may also use swaps to hedge or manage the risks associated with the assets held in an Account or to facilitate implementation of portfolio strategies for purchasing and selling assets.

The risks associated with investing in derivatives by any of the Accounts may be different and greater than the risks associated with directly investing in the underlying securities and other instruments. Derivatives such as swaps are subject to risks such as liquidity risk, interest rate risk, market risk and credit risk. These derivatives involve the risk of mispricing or improper valuation and the risk that the prices of certain options, futures, swaps and other types of derivative instruments, and their prices, may not correlate perfectly with the prices or performance of the underlying security, currency, rate, index or other asset. Certain derivatives present the risk of default by the other party to the contract, and some derivatives are, or may suddenly become, illiquid. Some of these risks exist for futures and options which may trade on established markets. Unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of the Account than if it had not entered into derivatives transactions. The potential for loss as a result of investing in derivatives, and the speed at which such losses can be realized, are greater than investing directly in the underlying security or other instrument.

To manage currency risk, these Accounts also may enter into forward currency contracts and currency swaps and may buy or sell put and call options and futures contracts on foreign currencies. Unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of an Account than if it had not entered into any derivative transactions.

ILLIQUID SECURITIES

Each Account (except the Money Market Account) may invest up to 10% of its assets, and the Money Market Account may invest up to 5% 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.

TEMPORARY DEFENSIVE MEASURES

Although each Account is not required to do so in order to achieve its investment objective, an Account may, for temporary defensive purposes, invest all of its assets in cash and money market instruments. In doing so, an Account may be successful in avoiding market losses but may otherwise fail to achieve its investment objective.

FIRM COMMITMENT AGREEMENTS AND “WHEN ISSUED” SECURITIES

Each Account can enter “firm commitment” agreements to buy securities at a fixed price or yield on a specified date. An Account would do this if TCIM expects a decline in interest rates, believing it may be better to commit now with

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a later issue or delivery date. The Accounts may also purchase securities on a “when issued” basis, with the valuation terms set at the time of the transaction or with such terms set sometime prior to the settlement date.

SECURITIES LENDING

Each Account may lend its securities to brokers and dealers that are not affiliated with TIAA and to certain other financial institutions. All loans will be fully collateralized by cash, securities issued or guaranteed by the U.S. Government (i.e.,Treasury securities) or other collateral permitted by applicable law.

Cash collateral received by an Account will generally be invested in high-quality short-term instruments, or in one or more funds maintained by the securities lending agent for the purpose of investing cash collateral. During the term of the loan, an Account will continue to have investment risks with respect to the securities being loaned, as well as risk with respect to the investment of the cash collateral, and an Account may lose money as a result of a decline in the value of the investment of such collateral.

As with any extension of credit, however, 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. For more information, see the SAI.

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 (other than the Money Market Account) may invest up to 10% of the value of its assets in other investment companies, including mutual funds

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and ETFs. The Accounts may also use ETFs for cash management purposes and other purposes, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When an Account invests in another investment company, like an ETF, the Account 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.

PORTFOLIO HOLDINGS

A description of the Accounts’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the 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 or other transaction costs 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, an actively-managed Account will have higher portfolio turnover rates than an 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 any of the following indices, including use of a composite index, by an Account is not a fundamental policy of the Account, so CREF can substitute one or more 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 index 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 (according to the Russell Investment Group). Russell 3000 companies represent about 98% of the total market capitalization of the publicly traded U.S. equity market. As of December 31, 2010, the market capitalization of companies in the Russell 3000^® Index ranged from $24 million to $372.7 billion, with a mean market capitalization of $72.3

College Retirement Equities Fund■Prospectus     51

billion and a median market capitalization of $995 million. The Russell Investment Group determines the composition of the index based only on market capitalization and can change its composition at any time.

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 23 MSCI developed countries outside of the United States—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 market capitalization, trading volume and significant owners. The stocks are sorted by free float adjusted market capitalization, and the largest stocks (meeting liquidity and trading volume requirements) are selected until approximately 85% of the free float-adjusted market capitalization of each country’s market is reached. When combined as the MSCI EAFE + Canada Index, the regional index captures approximately 85% of the free float-adjusted market capitalization of 23 developed countries around the world.

The MSCI EAFE + Canada Index is primarily a large-capitalization index, with approximately 70% 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

This is a component of the benchmark index for the Stock Account. The MSCI Emerging Markets (EM) Index tracks the performance of the leading stocks in 21 MSCI emerging countries in the following areas: Europe, Asia, Africa, Latin America and the Middle East. MSCI constructs indices country by country, then assembles the country indices into regional indices. To construct a MSCI country index, the MSCI analyzes each stock in that country’s market based on its market capitalization, trading volume and significant owners. The stocks are sorted by free float-adjusted market capitalization, and the largest stocks (meeting liquidity and trading volume requirements) are selected until approximately 85% of the free float-adjusted market representation of each country’s market is reached. When combined as the MSCI EM Index, the regional index captures approximately 85% of the free float-adjusted market capitalization of 21 emerging countries around the world.

The MSCI EM Index may include securities of large- and mid-cap issuers. MSCI 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.

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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 23 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, 2010, the free float-adjusted median and mean capitalization of issuers in the index was $1.04 billion and $1.01 billion, respectively, and 33.7% of the issuers had capitalizations below $1.04 billion.

MSCI All Country World ex-US Investable Market Index

Starting July 1, 2011, this will be a component of the benchmark index for the Stock Account. The MSCI All Country World (ACWI) ex-US Investable Market Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI ACWI ex-US Investable Market Index consists of 44 country indices comprising 23 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey.

MSCI World Index

This is the benchmark index for the Global Equities Account. The MSCI World Indexis designed to measure global developed market equity performance. As of December 31, 2010, the MSCI World Index consisted of the following 24 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, 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 (according to the Russell Investment Group). 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 and health care. As of December 31, 2010 the market capitalization of companies in the Russell 1000^® Growth Index ranged from $1.2 billion to $372.7 billion, with a mean market

College Retirement Equities Fund■Prospectus     53

capitalization of $ 85.9 billion and a median market capitalization of $ 6.2 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

Barclays Capital U.S. Aggregate Bond Index

This is the benchmark index for the Bond Market Account and a component of the benchmark index for the Social Choice Account. The Barclays Capital U.S. Aggregate Bond Index covers the U.S. investment-grade fixed-rate bond market, including government and corporate securities, agency mortgage pass through securities, asset-backed securities and commercial mortgage-backed securities. This index contains approximately 8,216 issues. The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. To be selected for inclusion in the Barclays Capital U.S. Aggregate Bond Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million, and the securities must be rated investment-grade or higher using the middle rating of Moody’s, S&P and Fitch after dropping the highest and lowest available ratings.

Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)

This is the benchmark index for the Inflation-Linked Bond Account. The Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L) measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index for all Urban Consumers (“CPI-U”). To be selected for inclusion in the Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), the securities must have a minimum maturity of one year and a minimum issue size of $500 million.

Composite Index for the Stock Account

The Stock Account’s benchmark index is a composite index that is made up of four unmanaged benchmark indices. Each of these unmanaged benchmark indices represents the four types of market sectors in which the Account invests, i.e., domestic, developed foreign market, emerging market and foreign small-cap. The domestic equity market sector is represented by the Russell 3000^® Index, the developed foreign market is represented by the MSCI EAFE + Canada Index, the emerging market sector is represented by the MSCI Emerging Markets Indexand the foreign small-cap sector is represented by the MSCI EAFE + Canada Small Cap Index. The composite index is created by calculating a weighted average of the performance of the four indices using the target weights of the domestic, developed foreign market, emerging market and foreign small-cap segments of the Account. These weights change to reflect a

54     Prospectus■College Retirement Equities Fund

combination of the relative market movements of each sector and target allocations to each sector.

Please note that starting May 1, 2011, the CREF Stock Account’s composite benchmark will begin a transition so that as of July 1, 2011, the MSCI EAFE + Canada Index, the MSCI Emerging Markets Index and the MSCI EAFE + Canada Small Cap Index will be replaced with the MSCI ACWI ex-US IMI. As of July 1, 2011, the Account’s composite benchmark index will be a weighted average of two unmanaged indices: the Russell 3000^® Index (domestic equities) and the MSCI ACWI ex-US IMI (foreign equities). The revised composite index will be created by calculating a weighted average of the performance of the two indices using the target weights for the domestic and foreign segments of the Account. These weights change to reflect a combination of the relative market movements of each sector and target allocations to each sector.

The Account’s benchmark, the components that make up a composite benchmark and the method of calculating a composite benchmark’s performance may vary over time.

Composite Index for the Social Choice Account

The Social Choice Account’s benchmark index is a composite index that is made up of three unmanaged benchmark indices. Each of these unmanaged benchmark indices represents the three types of market sectors in which the Account invests, i.e., domestic equity, developed foreign market equity and domestic investment-grade bond. The domestic equity market sector is represented by the Russell 3000^® Index, the developed foreign market sector is represented by the MSCI EAFE + Canada Index and the domestic investment-grade bond sector is represented by the Barclays Capital U.S. Aggregate Bond Index. The composite index is created by calculating a weighted average of the performance of these three indices using the target weights of the domestic, developed foreign market equity, and domestic investment-grade bond segments of the Account. The Account’s benchmark, the components that make up a composite benchmark and the method of calculating a composite benchmark’s performance may vary over time.

MANAGEMENT OF THE ACCOUNTS

THE ACCOUNTS’ INVESTMENT ADVISER

The CREF Board of Trustees oversees CREF’s administration and investments, reviews service contracts and evaluates each Account’s performance. TCIM manages the assets of CREF under the supervision of the Board of Trustees. TCIM is a subsidiary of TIAA and is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940. TCIM shares investment personnel with other affiliates of TIAA, including Teachers Advisors, Inc. (“Advisors”). As of December 31, 2010, TCIM and Advisors together had approximately $225 billion of registered investment

College Retirement Equities Fund■Prospectus     55

company assets under management. TCIM is located at 730 Third Avenue, New York, NY 10017-3206.

Under its investment management services agreement with CREF, TCIM’s duties include managing the assets of the Accounts, subject to the supervision of the Board of Trustees. TCIM also arranges for the provision by State Street Bank and Trust Company of portfolio accounting, custodial and related services for each Account. TCIM supervises and acts as liaison among various other service providers to the Accounts. All services are provided to the Accounts by TCIM at cost.

A discussion regarding the basis for the Board of Trustees’ most recent approval of each Account’s investment management agreement is available in CREF’s most recent semiannual report to participants for the six-month period ended June 30. For a free copy of CREF’s participant reports, 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 responsible for the day-to-day management of the Account, with expertise in the area(s) applicable to the Account’s investments. Certain team members are, for example, principally responsible for selecting appropriate investments for the Account and others are principally responsible for asset allocation. The following is a list of members of the management teams primarily responsible for managing each Account’s investments, along with their relevant experience. The members of each team may change from time to time.

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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	TIAA and its advisory affiliates— 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	1996
Thomas M. Franks, CFA Managing Director	Stock Selection	TIAA and its advisory affiliates— 2001 to 2007 (Head of Global Equity Research); 2007 to 2009 (portfolio management of global equity portfolios); and 2009 to present (Head of Global Equity Portfolio Management).	2001	1997	2010
Saira Malik Managing Director	Stock Selection - Domestic	TIAA and its advisory affiliates— 2003 to Present (Head of Global Equity Research)	2003	1995	2008
William M. Riegel, CFA Managing Director	Stock Selection - Lead Portfolio Manager	TIAA and its advisory affiliates— 2008 to Present (Head of Global Equity Investments); 1999 to 2008 (Head of Global Equity Portfolio Management)	1999	1979	1999
GLOBAL EQUITIES ACCOUNT
Thomas M. Franks, CFA Managing Director	Stock Selection - Lead Portfolio Manager	TIAA and its advisory affiliates— 2001 to 2007 (Head of Global Equity Research); 2007 to 2009 (portfolio management of global equity portfolios); and 2009 to present (Head of Global Equity Portfolio Management).	2001	1997	2007
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection	TIAA and its advisory affiliates— 2004 to Present (portfolio manage- ment of domestic mid-cap value portfolios), Jennison Associates—2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2005
Saira Malik Managing Director	Stock Selection - Global	TIAA and its advisory affiliates— 2003 to Present (Head of Global Equity Research)	2003	1995	2010
Andrea Mitroff Managing Director	Lead Portfolio Manager	TIAA and its advisory 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	2011

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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 (continued)
John N. Tribolet Managing Director	Stock Selection	TIAA and its advisory affiliates—2005 to Present, Loomis, Sayles & Co., L.P.—1999 to 2005 (portfolio management of international portfolios)	2005	1992	2006
GROWTH ACCOUNT
Susan Hirsch Managing Director	Stock Selection - Lead Portfolio Manager	TIAA and its advisory affiliates— 2005 to Present (portfolio manage- ment 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	TIAA and its advisory 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
EQUITY INDEX ACCOUNT
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	TIAA and its advisory affiliates— 2005 to Present (portfolio manage- ment 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 funds)	2005	1991	2005
Anne Sapp, CFA ManagingDirector	Quantitative Portfolio Management	TIAA and its advisory 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 funds)	2004	1987	2004
BOND MARKET ACCOUNT
Elizabeth (Lisa) D. Black, CFA Managing Director	Fixed-Income Asset Allocation (General Oversight)	TIAA and its advisory affiliates— 1987 to Present (head of fixed- income trading; previously, head of fixed-income portfolio management, head of third-party fixed-income portfolio management teams)	1987	1987	2008

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Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
			At TIAA	Total	On Team
BOND MARKET ACCOUNT (continued)
John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	TIAA and its advisory affiliates— 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003
Steven Sterman, CFA Managing Director	Fixed-Income Asset Allocation (General Oversight)	TIAA and its advisory affiliates— 1990 to Present (head of fixed-income portfolio management; previously, head of fixed-income trading, fixed-income portfolio manager)	1990	1984	2010
INFLATION-LINKED BOND ACCOUNT
John M. Cerra Managing Director	Lead Portfolio Manager	TIAA and its advisory affiliates— 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003
SOCIAL CHOICE ACCOUNT
Elizabeth (Lisa) D. Black, CFA Managing Director	Fixed-Income Asset Allocation (General Oversight)	TIAA and its advisory affiliates— 1987 to Present (head of fixed- income trading; previously, head of fixed-income portfolio management, head of third-party fixed-income portfolio management teams)	1987	1987	2008
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	TIAA and its advisory affiliates— 2005 to Present (portfolio manage- ment 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 funds)	2005	1991	2005
Stephen Liberatore, CFA Managing Director Lead Portfolio Manager	Fixed-Income Manager and Asset Allocation	TIAA and its advisory 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), Protective Life Corporation—1999 to 2002 (fixed-income credit research and portfolio management)	2004	1994	2004

College Retirement Equities Fund■Prospectus     59

Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
			At TIAA	Total	On Team
SOCIAL CHOICE ACCOUNT (continued)
Anne Sapp, CFA ManagingDirector	Quantitative Portfolio Management	TIAA and its advisory 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 funds)	2004	1987	2004
Steven Sterman, CFA Managing Director	Fixed-Income Asset Allocation (General Oversight)	TIAA and its advisory affiliates— 1990 to Present (head of fixed-income portfolio management; previously, head of fixed-income trading, fixed-income portfolio manager)	1990	1984	2010
MONEY MARKET ACCOUNT
Michael F. Ferraro, CFA Director	Fixed-Income Security Selection - Trader/Research	TIAA and its advisory affiliates— 1998 to Present (fixed- income credit research and portfolio management)	1998	1974	1998

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 accumulation units of 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 default option designated under your employer’s plan or, if there is no such option or under an IRA or ATRA contract, 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,

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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 (though some premiums may be paid by your employer pursuant to a salary reduction agreement with you). If you are paying some or all of the periodic premiums, 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 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.

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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 2011; 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 2011; 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 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. Eligibility may be restricted by certain income limits on opening Roth IRA contracts.

CREF Accumulation Contract: CREF offers a new accumulation-only contract for certain institutions. Under this plan-level contract, the plan sponsor

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creates custom fund-of-funds allocations for participants by selecting various underlying investment options, including, among others, CREF Accounts and other TIAA-CREF-affiliated options. The plan sponsor can (i) make withdrawals to satisfy withdrawal requests by individual participants, (ii) make withdrawals to achieve the rebalancing objectives and stated investment percentages of the custom fund-of-funds or (iii) choose to discontinue the contract and cash out in a lump sum any accumulations under the contract. In addition, CREF can choose to discontinue the contract if continuance is materially detrimental to its interests, in which case any accumulations under the contract will be paid out. The contract contains specific provisions regarding the effective date for withdrawals and crediting premiums to the contract. Ask your employer or plan administrator for more information.

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 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.

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.

If we receive premiums from your employer and (where applicable) a completed application from you before we receive your specific allocation instructions (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. 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 determine your employer’s designated default option and to obtain information about that option. Further, to the extent you hold an IRA contract, the default option will be that fund or account specified in your IRA forms.

College Retirement Equities Fund■Prospectus     63

When we receive complete allocation instructions from you, we’ll follow your instructions for future premiums. However, if you want the premiums previously allocated to the default option (and 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.

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, or to any contract used to fund a non-qualified deferred compensation arrangement.

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.

For locations where a third-party administers the receipt of mail, 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 administered the payment on our behalf.

Financial intermediaries may have their own requirements for considering transactions to be in “good order.” If you hold your units through an intermediary, please contact the intermediary for their specific “good order” requirements.

IF YOU NEED TO CANCEL

Generally, you may cancel any RA, SRA, GSRA, Classic IRA, Roth IRA, ATRA or Keogh contract in accordance with the contract’s Right to Examine provision (unless we have begun making annuity, or any other periodic payments from it) subject to the time period regulated by 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 all of the current accumulation or premiums, depending on the state in which your contract was issued, to

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whoever originally submitted the premiums. Unless we are returning premiums paid as required by state law, you will bear the investment risk during this period.

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, street address (not a post office box), 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 office at P.O. Box 1259, Charlotte, NC 28201;

•using the TIAA-CREF Web Center’s Account access feature at
www.tiaa-cref.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 (“AUV”) for each Account depends on the Account’s investment performance and its expenses. We calculate AUV at the end of each Valuation Day. The number of accumulation units you own equals your accumulation in an Account divided by the AUV for that Account.

HOW WE VALUE ASSETS

We calculate the value of the assets in each Account as of the close of every Valuation Day. For Accounts other than the Money Market Account, we

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generally 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 of Trustees. We may also use “fair value” if events that have an effect on the value of an investment (as determined in TCIM’s discretion) occur between the time when its price is determined and the time an Account’s AUV is calculated. 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 an Account’s AUV 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 that are used to calculate an Account’s AUV. Although we fair value portfolio securities on a security-by-security basis, Accounts that hold foreign portfolio securities may see their portfolio securities fair valued more frequently than other Accounts that do not hold foreign securities.

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 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 the end of any valuation day (generally 4:00 p.m. Eastern Time). This may have the effect of decreasing 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 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. For these securities, the Accounts use a fair value pricing service approved by the Accounts’ Board of Trustees. This pricing service employs quantitative models to value foreign equity securities in order to adjust for stale pricing, which may occur between the close of certain foreign exchanges and the close of the NYSE. Fair value pricing is subjective in nature and the use of fair value pricing by the Fund may cause the NAV of the Fund’s shares to differ significantly from the NAV that would have been calculated using market prices at the close of the foreign exchange on which a portfolio security is primarily traded. TCIM also examines the prices of individual

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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, we 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 more than 60 days 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. Short-term investments with remaining maturities of 60 days or less are generally valued at amortized cost.

The Money Market Account’s portfolio securities are valued using their amortized cost. This valuation method does not factor in unrealized gains or losses on the Account’s portfolio securities. Amortized cost valuation involves first valuing a security at its cost, and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the security’s market value. 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. 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. If you hold your units through an intermediary, please contact the intermediary for any additional requirements that may apply to these transactions.

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 effective date of your transaction. This date is the Business Day on which we receive your purchase, redemption or transfer request in good order (as defined above), or, with respect to a transfer, if you so request, the last Valuation Day of any future month. 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.

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Payments and orders to redeem accumulation units may be processed after the effective date. “Processed” means when amounts are credited or debited to you in the Account. 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 TIAA, the Accounts’ administrator or by Services, the Accounts’ distributor. This amount, which may be positive or negative, together with similar amounts paid or retained by TIAA or 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 TIAA or Services to participants in CREF and other pension products in connection with certain delayed payments, is apportioned to CREF pursuant to two agreements: (i) an administrative services agreement with TIAA and (ii) a principal underwriting and distribution services agreement with Services. Under these two agreements, CREF reimburses TIAA and Services for certain administrative and distribution services, respectively, which each entity provides to the Accounts.

HOW TO TRANSFER AND WITHDRAW YOUR MONEY

Generally, depending on the terms of your plan, contracts, tax law and applicable governing documents, CREF allows you to move your money to and from the CREF Accounts in the following manner:

•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 an Account to the TIAA Traditional Annuity, to the TIAA Real Estate Account, to another TIAA annuity offered by your employer’s plan or to funds offered under the terms of your plan must generally be at least $1,000 (except for systematic transfers or withdrawals, which must generally be at least $100) or your entire accumulation, if less. These minimums may be changed or eliminated in the future. Cash withdrawals and transfers to other companies are not subject to a minimum amount. Transfers from the TIAA Real Estate Account to the CREF Accounts are limited to once per calendar quarter

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and cash withdrawals are currently free (although no such limit applies to transfers from TIAA Access). CREF can place limitations on transfers 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. Any transfers to the TIAA Traditional Annuity or to any TIAA separate account will be subject to TIAA’s rules. If you hold your units through an intermediary, please contact the intermediary for any additional requirements that may apply to the transfers and withdrawals described in this section.

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.

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 internal transfers must be at least $100. In the future, we may eliminate this minimum transfer amount.

TRANSFERS TO AND FROM OTHER TIAA-CREF ACCOUNTS AND FUNDS

Subject to your employer’s plan, current tax law, the terms of your contract or 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 (subject to certain limitations) or to another TIAA separate account or to mutual funds that may be offered under the terms of your plan generally subject to a minimum transfer of $1,000 (except for systematic transfers or withdrawals, which must generally be at least $100). You can also transfer from the TIAA Traditional Annuity, the TIAA Real Estate Account, another TIAA separate account 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 contracts, you can transfer funds without employer restrictions among the Accounts and to TIAA’s Traditional Annuity. 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.

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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. 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 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 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 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

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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).

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 adviser. 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 office at P.O. Box 1259, Charlotte, NC 28201;

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

•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 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.

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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 transfers during the quarter. The Accounts are not responsible for any losses due to unauthorized or fraudulent instructions so long as the Accounts follow reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.

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

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withdrawals, systematic purchases, automatic rebalancings, death and hardship withdrawals, 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 foreign holdings), to help ensure that a portfolio security’s true value is reflected in the Accounts’ AUV, 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 exemptions 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. At times, the Accounts may agree to defer to an intermediary’s market timing policy if the Account’s management believes that the intermediary’s policy provides comparable protection of Account participants’ interests. The Accounts have the right to modify their market timing policies and procedures at any time without advance notice.

The Accounts are not appropriate for market timing. You should not invest in the Accounts if you want to engage in market timing activity.

Participants seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite the Accounts’ efforts to discourage

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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 below. 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 (e.g., 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 59½to 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 (or “IRC”). 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.

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

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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 (from the day following the last Valuation Day in March of the prior year through the last Valuation Day in March of the current year). Under the monthly income change method, payments change every month, based on the net investment results during the previous valuation period. 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. 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.

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. You may designate any future date for your annuitization request, in accordance with our procedures and as long as it is one on which we process annuitizations.

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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.

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.

•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

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cash withdrawal is available under your contract). (This option is not available under all contracts, including Retirement Choice, Retirement Choice Plus contracts or IRAs issued, on or after October 11, 2010.)

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, and other IRC stipulations may make some income options unavailable to you. 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.

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 providing for payments from another Account, the TIAA Traditional Annuity, another TIAA separate account 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

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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 last Valuation Day in March that is on or after the effective date of the transfer. Transfers under the monthly income payment method and all transfers into the TIAA 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 last Valuation Day in March.

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 March 31, 2011. 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 income payments shown in the line graphs primarily reflect the investment performance of the particular Account. Mortality experience and other factors can also impact changes in payments, but these factors have not historically had a significant impact. 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 constantly equal to the assumed investment return of 4% in a given year (and assuming mortality experience and other factors do 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 (and other factors)

78     Prospectus■College Retirement Equities Fund

do 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 depend upon several factors, including the size of your account balance, which annuity income option you select (such as options on one or two lives and options with or without a guaranteed period), your payment frequency (monthly, quarterly, etc.) and on your age (and the age of your annuity partner, if any).

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Stock Account Global Equities Account Growth Account Equity Index Account

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Bond Market Account Inflation-Linked Bond Account 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

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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.

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. (Certain contracts and accounts, including Retirement Choice and Retirement Choice Plus contracts and IRAs issued or opened on or after October 11, 2010, cannot utilize 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 contracts or IRAs

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issued or opened on or after October 11, 2010), 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) (not available for Retirement Choice and Retirement Choice Plus contract or IRAs issued or opened on or after October 11, 2010), 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 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 in accordance with CREF’s procedures, withdraw amounts from your CREF accumulations under your Retirement Choice or Retirement Choice Plus contract, and, if your certificate so provides, on your GRA or GSRA, GA or Keogh contract, to pay fees associated with the administration of the plan. CREF also reserves, in accordance with its procedures, the right to suspend or reinstate fee 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

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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 adviser 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 or Roth after-tax 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 $16,500 per year ($22,000 per year if you are age 50 or older). Certain long-term employees may be able to defer up to $19,500 per year in a 403(b) plan ($25,000 per year if you are age 50 or older). Contributions to Traditional IRAs and Roth IRAs, other than rollover contributions, cannot generally exceed $5,000 per year ($6,000 per year if you are age 50 or older). Special “catch up” rules may also apply. Please contact your tax adviser for more information.

The maximum contribution limit to a 457(b) non-qualified deferred compensation plan for employees of state and local governments is the lesser of $16,500 ($22,000 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 2011; 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

84     Prospectus■College Retirement Equities Fund

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 adviser 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 Traditional 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. Please consult your tax adviser for more information.

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% mandatory 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 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 a 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.

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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 adviser for information about those exceptions.

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 adviser 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).

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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 (other than the Inflation-Linked Bond 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 adviser 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

•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.

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

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IMPORTANT TRANSACTION INFORMATION

Customer Complaints: Customer complaints may be directed to TIAA-CREF Customer Care, P.O. Box 1259, Charlotte, NC 28201-1259, telephone 800 842-2252.

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. For the ATS, you will be asked to enter your Social Security Number and password. For the Web Center, you will be asked to enter your user identification, password and the answer to your security question. (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 an Account, 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

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different, 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.

ADDITIONAL INFORMATION ABOUT INDEX PROVIDERS

The S&P 500^® Index is a trademark of The McGraw-Hill Companies, Inc. and has been licensed for use by CREF. The Accounts are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Accounts.

The Russell 3000^® Index and Russell 1000^® Growth Index are trademarks/service marks of the Russell Investment Group. The Russell Investment Group is the owner of the copyrights relating to the Russell Indexes and is the source and owner of the data contained or reflected in the performance values relating to the Russell Indexes. The Accounts are not promoted by, nor in any way affiliated with, the Russell Investment Group. The Russell Investment Group is not responsible for and has not reviewed the Accounts nor any associated literature or publications and the Russell Investment Group makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.

the cref social choice account is not sponsored, endorsed, sold or promoted by msci inc. (“msci”), any of its affiliates, any of its information providers or any other third party involved in, or related to, compiling, computing or creating any msci index (collectively, the “msci parties”). the msci indexes are the exclusive property of msci. msci and the msci index names are service mark(s) of msci or its affiliates and have been licensed for use for certain purposes by tiaa-cref investment management llc. none of the msci parties makes any representation or warranty, express or implied, to the issuer or owners of this fund or any

90     Prospectus■College Retirement Equities Fund

other person or entity regarding the advisability of investing in funds generally or in this fund particularly or the ability of any msci index to track corresponding stock market performance. msci or its affiliates are the licensors of certain trademarks, service marks and trade names and of the msci indexes which are determined, composed and calculated by msci without regard to this fund or the issuer or owners of this fund or any other person or entity. none of the msci parties has any obligation to take the needs of the issuer or owners of this fund or any other person or entity into consideration in determining, composing or calculating the msci indexes. none of the msci parties is responsible for or has participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by or the consideration into which this fund is redeemable. further, none of the msci parties has any obligation or liability to the issuer or owners of this fund or any other person or entity in connection with the administration, marketing or offering of this fund.

although msci shall obtain information for inclusion in or for use in the calculation of the msci indexes from sources that msci considers reliable, none of the msci parties warrants or guarantees the originality, accuracy and/or the completeness of any msci index or any data included therein. none of the msci parties makes any warranty, express or implied, as to results to be obtained by the issuer of the fund, owners of the fund, or any other person or entity, from the use of any msci index or any data included therein. none of the msci parties shall have any liability for any errors, omissions or interruptions of or in connection with any msci index or any data included therein. further, none of the msci parties makes any express or implied warranties of any kind, and the msci parites hereby expressly disclaim all warranties of merchantability and fitness for a particular purpose, with respect to each msci index and any data included therein. without limiting any of the foregoing, in no event shall any of the msci parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

No purchaser, seller or holder of this security, product or fund, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this security without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

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TABLE OF CONTENTS FOR THE
STATEMENT OF ADDITIONAL INFORMATION

CREF and its OperationsB-2

Investment RestrictionsB-2

Investment Policies and
Risk ConsiderationsB-3

Portfolio TurnoverB-20

Valuation of AssetsB-20

Disclosure of Portfolio HoldingsB-21

Management of CREFB-22

Proxy Voting PoliciesB-29

Information About the Accounts’
Portfolio Management TeamsB-30

Brokerage AllocationB-32

Accumulation Unit ValuesB-35

Periodic ReportsB-36

Voting RightsB-36

General MattersB-36

State RegulationB-37

Legal MattersB-37

ExpertsB-37

Federal Income TaxesB-37

Additional InformationB-39

Financial StatementsB-39

Appendix A: TIAA-CREF Policy
Statement on Corporate GovernanceB-40

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	STATEMENT OF ADDITIONAL INFORMATION
	Individual, Group and Tax-Deferred Variable Annuities Issued by
	COLLEGE RETIREMENT EQUITIES FUND
	MAY 1, 2011
	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 (“CREF”). The current prospectus dated May 1, 2011 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, NY 10017-3206, Attention: Central Services; Telephone 877 518-9161. Capitalized or defined 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, 2011.
FINANCIAL SERVICES FOR THE GREATER GOOD®

TABLE OF CONTENTS

CREF and its Operations	B-2
Investment Restrictions	B-2
Investment Policies and Risk Considerations	B-3
Portfolio Turnover	B-20
Valuation of Assets	B-20
Disclosure of Portfolio Holdings	B-21
Management of CREF	B-22
Proxy Voting Policies	B-29
Information About the Accounts’ Portfolio Management Teams	B-30
Brokerage Allocation	B-32
Accumulation Unit Values	B-35

Periodic Reports	B-36
Voting Rights	B-36
General Matters	B-36
State Regulation	B-37
Legal Matters	B-37
Experts	B-37
Federal Income Taxes	B-37
Additional Information	B-39
Financial Statements	B-39
Appendix A: TIAA-CREF Policy Statement on Corporate Governance	B-40

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 TIAA or its affiliates.

          CREF is a diversified, open-end management investment company that issues variable annuity contracts to residents of all 50 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 (“NYID”) and insurance departments (as an insurance company) in several other jurisdictions.

          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 or arrange for the provision of these services for CREF “at cost” to TIAA and its affiliates. CREF’s estimated annual expenses, which appear in its Prospectus, reflect estimates of the amounts that we currently expect to deduct to approximate the costs that CREF will incur from May 1, 2011 through April 30, 2012. Actual expenses may be higher or lower. After the end of every quarter, CREF reconciles the amount deducted from an Account with the expenses the Account actually incurred and, if there is a difference, it is added to or deducted from the Account in equal daily installments over the remaining days of the quarter, provided that material differences may be repaid in the current calendar quarter, in accordance with accounting principles generally accepted in the United States of America (GAAP). CREF’s 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 the projections are from an Account’s actual assets or expenses.

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 NYID) 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 33⅓% of the Account’s total assets taken at market value at the time of borrowing, or (ii) for temporary purposes in an

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	amount not exceeding 5% of the Account’s total assets taken at market value at the time of borrowing.
	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 33⅓% 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.
INVESTMENT POLICIES AND RISK CONSIDERATIONS
CREDIT FACILITY
Borrowing and Lending Among Affiliates. Certain Accounts participate in an unsecured revolving credit facility for temporary or emergency purposes, including, without limitation, funding of participant redemptions that otherwise might require

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the untimely disposition of securities. Certain series or accounts of the TIAA-CREF Funds, TIAA-CREF Life Funds and TIAA Separate Account VA-1, each of which is managed by Teachers Advisors, Inc. (“Advisors”), an affiliate of CREF’s investment adviser, TIAA-CREF Investment Management, LLC (“TCIM”), also participate in this credit facility. An annual commitment fee for the credit facility is borne by the participating funds and Accounts. Interest associated with any borrowing under the facility will be charged to the borrowing Accounts at rates that are based on a specified rate of interest.

          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.

TEMPORARY DEFENSIVE POSITIONS

          During periods when TCIM believes there are unstable market, economic, political or currency conditions domestically or abroad, TCIM may assume, on behalf of an Account, a temporary defensive posture and (1) without limitation, hold cash and/or invest in money market instruments, or (2) restrict the securities markets in which the Account’s assets will be invested by investing those assets in securities markets deemed by TCIM to be conservative in light of the Account’s investment objective and policies. Under normal circumstances, each Account may invest a portion of its total assets in cash or money market instruments for cash management purposes, pending investment in accordance with the Account’s investment objective and policies and to meet operating expenses. To the extent that an Account holds cash or invests in money market instruments, it may not achieve its investment objective.

ADDITIONAL RISKS RESULTING FROM RECENT MARKET EVENTS AND GOVERNMENT INTERVENTION IN FINANCIAL MARKETS

          Events in the financial sector over the past few years have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included, among others, the placement by the U.S. Government of the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”) under conservatorship, the bankruptcy of Lehman Brothers Holdings Inc., the sale of Merrill Lynch to Bank of America, the U.S. Government’s support of American International Group, Inc., the sale of Wachovia Corporation to Wells Fargo & Company, reports of credit and liquidity issues involving certain money market mutual funds, and emergency measures by the U.S. Government and foreign governments temporarily banning short-selling. Both domestic and foreign equity markets have experienced increased volatility and turmoil, with companies that have exposure to the real estate, mortgage and credit markets particularly affected, and it is uncertain whether or for how long these conditions will continue.

          In addition to the recent unprecedented turbulence in financial markets, the reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods and services from emerging markets,

which may, in turn, bring down the prices of these economic staples. It may also result in emerging market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their stock prices. These events and possible continuing market turbulence may have an adverse effect on the Accounts.

          Instability in the financial markets has led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may also take actions that affect the regulation of the instruments in which the Accounts invest, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Accounts themselves are regulated. Such legislation or regulation could limit or preclude an Account’s ability to achieve its investment objective. Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of the Account’s portfolio holdings.

          Restricted Securities. The Accounts may invest in restricted securities. A restricted security is one that has a contractual restriction on resale or cannot be resold publicly until it is registered under the Securities Act of 1933, as amended (the “1933 Act”). From time to time, restricted securities can be considered illiquid. For example, they may be considered illiquid if they are not eligible for sale to qualified institutional purchasers in reliance upon Rule 144A under the 1933 Act. However, purchases by an Account of securities of foreign issuers offered and sold outside the United States may be considered liquid even though they are restricted. The Board of Trustees has delegated responsibility to TCIM for determining the value and liquidity of restricted securities and other investments held by each Account.

          Preferred Stock. The Accounts (other than the Money Market Account) can invest in preferred stock consistent with their investment objectives. Preferred stock pays dividends at a specified rate and generally has preference over common stock in the payment of dividends and the liquidation of the issuer’s assets but is junior to the debt securities of the issuer in those same respects. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of the issuer’s board of directors, and shareholders may suffer a loss of value if dividends are not paid. Preferred shareholders generally have no legal recourse against the issuer if dividends are not paid. The market prices of preferred stocks are subject to changes in interest rates and are more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities. Under ordinary circumstances, preferred stock does not carry voting rights.

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 NYID and subject to SEC and Commodity Futures Trading Commission (“CFTC”) require-

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ments. 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 closing a 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 objectives 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. 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 (other than the Money Market Account) 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 obligate an Account to make the future delivery of the security or instrument against payment of the agreed price.

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          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 an Account 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 the 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 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 con-

tract 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 TCIM’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

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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 (other than the Money Market Account) 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.

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 mortgage-backed and 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).

DEBT INSTRUMENTS GENERALLY

          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 return of an Account holding a significant amount of debt instruments will tend to be somewhat higher than prevailing market rates, and in periods of rising interest rates, the Account’s return 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 Organization (“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 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. However, 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, TCIM will attempt to use comparable ratings as standards for their investments in accordance with their investment objectives and policies.

          The Money Market Account utilizes short-term credit ratings of the following designated NRSROs to help determine whether a security is eligible for purchase by the Account under applicable securities laws. The Board of Trustees has designated the following four NRSROs as the designated NRSROs of the Money Market Account: (1) Moody’s Investors Service, (2) Standard & Poor’s, (3) Fitch Ratings, and (4) Dominion Bond Rating Service, Ltd.

          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 obligations rated BBB by S&P are regarded as having only an adequate capacity to pay principal and interest.

          U.S. Government Debt Securities. 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

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

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, FHLMC, Federal Intermediate Credit Banks, Federal Land Banks, 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., FNMA or FHLMC). 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.

          In September 2008, FNMA and FHLMC were placed under the conservatorship of the Federal Housing Finance Agency (“FHFA”). As the conservator, FHFA succeeded to all rights, titles, powers and privileges, as well as assets, of FNMA and FHLMC, although each of FNMA and FHLMC will likely continue to operate as going concerns while in conservatorship.

          Although the U.S. Treasury Department subsequently announced several additional steps to enhance FNMA’s and FHLMC’s ability to meet their respective obligations, certain of these additional steps—a liquidity backstop and the mortgage-backed securities purchase program—were scheduled to expire. In addition, under the Federal Housing Finance Regulatory Reform Act of 2008 (the “Reform Act”), FHFA has the power, as conservator or receiver, to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment under certain conditions. Therefore, the uncertainty surrounding the guaranty obligations of FNMA and FHLMC with respect to mortgage-backed securities, combined with the broad power of the FHFA to potentially cancel these guaranty obligations, could adversely impact the value of certain FNMA and FHLM-guaranteed mortgage-backed securities held by the Accounts.

          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 fluctuations 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 Account’s 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 dealers or prices for actual sales. When market quotations are not readily available, lower-rated securities must be fair valued using procedures approved by the Board of Trustees. This valuation is more difficult and judgment plays a greater role in such valuation when less reliable objective data are 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 debt 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

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securities are generally unsecured and are often subordinated to other creditors of the issuer.

          It is possible that a major economic recession could adversely 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.

          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 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 month. 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 (other than the Money Market 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

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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 supra-national 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.

          Structured or Indexed Securities (Including Exchange-Traded Notes, Equity-Linked Notes, Inflation-Linked Bonds). Some Accounts may invest in structured or indexed securities. The value of the principal of and/or interest on such securities is based on a reference such as a specific currency interest rate, commodity, index or other financial indicator (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. Structured and indexed securities are generally subject to the same risks as other fixed-income securities in addition to the special risks associated with linking the payment of principal and/or interest payments (or other payable amounts) to the performance of a Reference.

          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 deflation, 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 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.

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

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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 has historically been increasingly liquid, securities issued by certain private organizations may not be readily marketable, especially in the current financial environment. 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 guarded against a sooner than desired return of principal because of the sequential payments.

          In a typical CMO transaction, a corporation (“issuer”) issues multiple series (e.g., A, B, C, Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third-party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begin to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.

          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. These include, but are not limited to, credit card securitizations, auto and equipment lease and loan securitizations and rate reduction bonds. In the case of credit card securitizations, it is typical to have a revolving master trust issue soft bullet maturities representing a fractional interest in trusts whose assets consist of revolving credit card receivables. Auto and equipment lease and loan securitizations

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reference specific static asset pools whereby monthly payments of principal and interest are passed through directly to certificate holders typically in order of seniority. The ultimate performance of these securities is a function of both the credit worthiness of the borrowers as well as recovery obtained on collateral foreclosed upon by the respective trust(s). Rate reduction bonds represent a secured interest in future rate recovery on stranded utility assets that may result from, for example, storm damages or environmental costs. Typically these costs are recouped over time from a broad rate payer base. The performance of these securities would depend primarily upon a continuance of sufficient rate base to repay the notes in the specified timeframe and a stable regulatory environment.

          Mortgage Dollar Rolls. Some of the 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.

SECURITIES LENDING

          Subject to its investment restrictions relating to loans of portfolio securities set forth above, each Account may lend its securities to brokers and dealers that are not affiliated with 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 U.S. Government (e.g., U.S. 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 outstanding loaned securities for U.S. equities and fixed income assets and 105% for non-U.S. equities, or such lesser percentage as may be permitted by the NYID and SEC interpretations (not to fall below 100% of the market value of the loaned securities not including a decline in the value of the collateral), as reviewed daily. Cash collateral received by an Account will generally be invested in high-quality short-term instruments, or in one or more funds maintained by the securities lending agent for the purpose of investing cash collateral. During the term of the loan, an Account will continue to have investment risks with respect to the securities being loaned, as well as risk with respect to the investment of the cash collateral, and an Account may lose money as a result of a decline in the value of such collateral. In addition, an Account could suffer loss if the loan terminates and the Account is forced to liquidate investments at a loss in order to return the cash collateral to the borrower.

          By lending its securities, an Account 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 TCIM 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 by TCIM or the securities lending agent to be creditworthy. As with any extension of credit, however, 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, an Account buys 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 entering into the agreement 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

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

market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement. Each Account 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 U.S. 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 U.S. 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. In seeking to minimize the impact of such factors on accumulation unit 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 addition, 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

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

movements. The Accounts generally will not enter into forward contracts with terms longer than one year.

SWAP TRANSACTIONS

          Each Account (other than the Money Market Account) may, to the extent permitted by the NYID 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, an Account may be able to protect the value of a portion of its portfolio against declines in market value. Each Account 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 counterparty to the swap transaction will exceed the return it swaps to that party.

          In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference entity or underlying asset. An Account may act as either the buyer or the seller of a credit default swap. An Account may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an unhedged credit default swap, an Account buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.

          Credit default swaps allow an Account to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls for payments by the Account, the Account must be prepared to make such payments when due. If the Account is the credit default protection seller, the Account will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If the Account is the credit default protection buyer, the Account will be required to pay premiums to the credit default protection seller. In the case of a physically settled credit default swap in which the Account is the protection seller, the Account must be prepared to pay par for and take possession of debt of a defaulted issuer delivered to the Account by the credit default protection

buyer. Any loss would be offset by the premium payments the Account receives as the seller of credit default protection.

          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. In times of general market turmoil, the creditworthiness of even large, well-established counterparties may decline rapidly. 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.)

          Certain 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 an Account incurs an obligation to make payments in the future, the Account involved may be required to segregate assets with its custodian bank or within its portfolio in amounts sufficient to settle the transaction. To the extent required, such segregated assets will consist of assets such as cash, U.S. Government securities or other appropriate securities as may be permitted by law.

INVESTMENT COMPANIES

          Investment Companies. Subject to certain exceptions and limitations, each Account may invest up to 5% of its assets in any

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

single investment company and up to 10% of its assets in all other investment companies in the aggregate. However, no Account can hold more than 3% of the total outstanding voting stock of any single investment company. When an Account invests in another investment company, it bears a proportionate share of expenses charged by the investment company in which it invests.

Additionally, the Accounts may invest in other investment companies for cash management and other purposes, such as exchange-traded funds (“ETFs”), subject to the limitations set forth above. The Accounts may also use ETFs to gain exposure to certain sectors or securities that are represented by ownership in ETFs.

          Exchange-Traded Funds. An Account may purchase shares of exchange-traded funds. ETFs generally seek to track the performance of an equity, fixed-income or balanced index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Some ETFs, however, select securities consistent with the ETF’s investment objectives and policies without reference to the composition of an index. Typically, an Account would purchase ETF shares to obtain exposure to all or a portion of the stock or bond market. An investment in an ETF generally presents the same primary risks as an investment in a conventional stock, bond or balanced mutual fund (i.e., one that is not exchange traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and an Account could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional mutual funds: (1) the market price of the ETF’s shares may trade at a discount to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; or (3) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Most ETFs are investment companies. Therefore, an Account’s purchases of ETF shares generally are subject to the limitations on an Account’s investments in other investment companies, which are described above under the heading “Investment Companies.”

          Exchange-Traded Notes (“ETNs”) and Equity-Linked Notes (“ELNs”). An Account may purchase shares of ETNs or ELNs. ETNs and ELNs are fixed-income securities with principal and/or interest payments (or other payments) linked to the performance of referenced currencies, interest rates, commodities, indices or other financial indicators (each, a “Reference”), or linked to the performance of a specified investment strategy (such as an options or currency trading program). ETNs are traded on an exchange, while ELNs are not. Often, ETNs and ELNs are structured as uncollateralized medium-term notes. Typically, an Account would purchase ETNs or ELNs to obtain exposure to all or a portion of the financial markets or specific investment strategies. Because ETNs and ELNs are structured as fixed-income securities, they are generally subject to the risks of fixed income securities, including (among other risks) the risk of default by the issuer of the ETN or ELN. The price of an ETN or ELN can fluctuate within a wide range, and an Account could

lose money investing in an ETN or ELN if the value of the Reference or the performance of the specified investment strategy goes down. In addition, ETNs and ELNs are subject to the following risks that do not apply to most fixed-income securities: (1) the market price of the ETNs or ELNs may trade at a discount to the market price of the Reference or the performance of the specified investment strategy; (2) an active trading market for ETNs or ELNs may not develop or be maintained; or (3) trading of ETNs may be halted if the listing exchange’s officials deem such action appropriate, the ETNs are de-listed from the exchange or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.

          When an Account invests in an ETN or ELN, it will bear certain investor expenses charged by these products. While ETNs and ELNs are structured as fixed-income obligations, rather than as investment companies, they generally provide exposure to a specified market sector or index like ETFs, but are also subject to the general risks of fixed-income securities, including risk of default by their issuers.

          Generally, an Account will treat an investment in an ETN or ELN as an investment in the type of security or index to which the ETN or ELN is attempting to provide investment exposure. For example, an investment in an ELN that attempts to provide the return of the equity securities represented in the Russell 3000® Index will be considered as an equity investment by the Account, and not a fixed-income investment.

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, 2010, 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
30.7%	48.3%	5.5%	1.5%	9.5%	0.0%	14.5%	16.4%

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

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

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

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 geopolitical 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

          TCIM considers an “emerging market security” to be a security that is principally traded on a securities exchange of an emerging market or that is issued by an issuer that is located or has primary operations in an emerging market.

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 or market that is generally considered to be emerging or developing by major organizations in the international financial community, such as the World Bank and the International Finance Corporation, or by financial industry analysts like MSCI, which compiles the MSCI Emerging Markets Index, and J.P. Morgan, which compiles several fixed-income emerging markets benchmarks; or other countries or markets with similar emerging characteristics. 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

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

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; (xi) possible losses through the holding of securities in domestic and foreign custodial banks and depositories; (xii) heightened opportunities for governmental corruption; (xiii) large amounts of foreign debt to finance basic governmental duties that could lead to restructuring or default; and (xiv) heavy reliance on exports that may be severely affected by global economic downturns.

          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 fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain 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, the 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 certain European countries, known as member states. A key activity of the EU is the establishment and adminis-

tration of a common single market, consisting of, among other things, a single currency 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 many of the member states. In addition to adopting a single currency, EMU member countries generally 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. Many 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 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. Also, as the EU continues to enlarge, the candidate countries’ accessions tend to grow more controversial.

          The EU has the largest economy in the world according to 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 had 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 has not been 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 members is a matter of serious concern to policy makers. In addition, in recent years most EU members

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have suffered severe economic declines as part of the worldwide economic downturn. These declines have led to fiscal crises for the governments of certain members like Portugal, Ireland, Italy, Greece, and Spain. These countries run the risk of default on their debt or possible bailout by the rest of the EU.

          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 confiscatory 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, privati-

zation 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.

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

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

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 significantly overvalued.

          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 the Japanese economic recovery, which had set the stage for bright future outlook for Japanese companies. 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.

          However, with the worldwide economic downturn in recent years, along with the devastating effects of the 2011 earthquake, tsunami and related nuclear accident, Japan’s current economic outlook is unclear.

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 the NASDAQ Stock Market, Inc. (“NASDAQ”). 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.

          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.

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

          Each of the Accounts may invest up to 10% of its total assets in repurchase agreements of more than seven days 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, 2010, the portfolio turnover rates of the Accounts did not change significantly from portfolio turnover rates in 2009.

          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. For securities traded on NASDAQ, the official closing price quoted by NASDAQ for that security is used. Equity securities that are traded on neither a national securities exchange nor on NASDAQ are valued at the last sale price at the close of business on the New York Stock Exchange, if a last sale price is available, or otherwise at

the mean of the closing bid and asked prices. 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 last sale or official closing price reported on the exchange 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 that may have a material effect on 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. For these securities, the Fund uses a fair value pricing service approved by the Board of Trustees. This pricing service employs quantitative models to value foreign equity securities in order to adjust for stale pricing, which may occur between the close of certain foreign exchanges and the close of the NYSE. Fair value pricing is subjective in nature, and the use of fair value pricing by the Fund may cause the NAV of the Fund’s shares to differ significantly from the NAV that would have been calculated using market prices at the close of the foreign exchange on which a portfolio security is primarily traded.

DEBT SECURITIES

          Debt securities (excluding money market instruments) with remaining maturities of more than 60 days 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.

          Values for money market instruments (other than those in the Money Market Account) with maturities of more than 60 days are valued in the same manner as debt securities stated in the preceding paragraph, or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          Short-term investments with remaining maturities of 60 days or less are generally valued using their amortized cost.

          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

          The Money Market Account’s portfolio securities are valued on an amortized cost basis. Under the amortized cost method of valuation, the security is initially valued at cost on the date of

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

purchase 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.

          The Board of Trustees has established procedures reasonably designed, taking into account current market conditions and the Money Market Account’s investment objective, to provide additional stability in the Account’s AUV for purposes of sales and redemptions. These procedures include review by the Board of Trustees, at such intervals as it deems appropriate, to determine the extent, if any, to which the AUV calculated by using available market quotations deviates by more than ½ of one percent from the amortized cost price. In the event such deviation should exceed ½ of one percent, the Board of Trustees will promptly consider initiating corrective action. If the Board of Trustees believes that the extent of any deviation from the amortized cost price per unit may result in material dilution or other unfair results to new or existing participants, it will take such steps as it considers appropriate to eliminate or reduce these consequences to the extent reasonably practicable. Such steps may include: (1) selling securities prior to maturity; (2) shortening the average maturity of the Account; (3) withholding or reducing dividends; or (4) utilizing an AUV determined from available market values. Even if these steps were taken, the Money Market Account’s AUV might still decline.

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 (except for the Money Market Account, which uses amortized cost). 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 reasonably designed to prevent selective disclosure of each Account’s portfolio holdings to third parties, other than disclosures of the Account portfolio holdings that are consistent with the best interests of Account participants. Account holdings disclosure refers to sharing of positional information at the security or investment level either in dollars, shares, or as a percentage of the Account’s market value. As a general rule, except as described below, the Accounts and TCIM will not disclose the Account’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. The Account may disclose its portfolio holdings to all third parties who request it after that period.

          With respect to the Money Market Account, in compliance with SEC regulations, the Account posts on its website (www.tiaa-cref.org) the Account’s portfolio holdings as of the last business day of each calendar month within five business days after the end of such month. Such postings will remain accessible on the Account’s website for at least six calendar months.

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

• The ten largest holdings of any Account may be disclosed to third parties ten days after the end of the calendar month.

• Account holdings in any particular security can be made available to stock exchanges, regulators or issuers, in each case subject to approval of TCIM’s Chief Compliance Officer or an attorney employed by TCIM holding the title of Vice President and Associate General Counsel or above.

• Account portfolio holdings can be made available to rating and ranking organizations (e.g., Morningstar) subject to a written confidentiality agreement between the recipient and TCIM that includes provisions restricting trading on the information provided.

• Account 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 Account portfolio holding information to that third party is:

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

• approved by an individual holding the title of Funds Treasurer, Chief Investment Officer, Executive Vice President or above;

• approved by an individual holding the title of Vice President and Associate General Counsel or above; and

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

• As may be required by law or by the rules or regulations of the SEC or by the laws or regulations of a foreign jurisdiction in which the Accounts invest.

          On an annual basis, the Boards of the respective Accounts and of TCIM will receive a report on compliance with these portfolio holdings disclosure procedures, as well as a current copy of the procedures for the Boards’ review and approval and will identify any potential conflicts between TCIM interests and those of the Account participants in connection with these disclosures.

          Currently, the Accounts have ongoing arrangements to disclose their portfolio holdings in accordance with exceptions permitted under their portfolio holdings disclosure policy to the following recipients: Lipper, a Reuters company; Morningstar, Inc.; Mellon Analytical Solutions; S&P; The Thomson Corporation; Adviser Consultant Network; Command Financial Press; the Investment Company Institute (the “ICI”); and Bloomberg L.P. The Accounts’ portfolio holdings are also disclosed on TIAA-CREF’s corporate website at www.tiaa-cref.org. Each of these entities receives portfolio holdings information on a monthly basis at least 10 days after the end of the most recent calendar month. The ICI, however, generally receives this information more quickly than the other entities above. No compensation was received by the Accounts, TCIM or their affiliates as part of these arrangements to disclose portfolio holdings of the Accounts.

          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 the Accounts’ portfolio management and trading strategies. These disclosures are done in accordance with Accounts’ portfolio holdings disclosure policy and are covered by confidentiality agreements. Disclosure of portfolio holdings information, including current portfolio holdings information, may be made to counsel of the Accounts or counsel to the Accounts’ independent trustees in connection with periodic meetings of the Board of Trustees and otherwise form time to time in connection with the Account’s operations. Also, State Street Bank and Trust Company, as the Accounts’ custodian and fund accounting agent, receives a variety of confidential information (including portfolio holdings) in order to process, account for and safe keep the Accounts’ assets.

          The entities to which the Accounts voluntarily disclose portfolio holdings information are required, either by explicit agreement or by virtue of their respective duties to the Accounts, to maintain the confidentiality of the information disclosed. There can be no assurance that the Accounts’ policies and procedures regarding selective disclosure of the Accounts’ holdings will protect the Accounts from potential misuse of that information by individuals or entities to which it is disclosed.

          The Accounts send summaries of their portfolio holdings to participants semiannually as part of the Accounts’ annual and

semiannual 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) and five business days after the end of each month for the Money Market Account (through Form N-MFP), the latter of which is made publicly available 60 days after the end of the month to which the information pertains. In addition, the Money Market Account posts on its website, no later than the fifth business day of the month, a schedule of its portfolio investment as of the last business day of the previous month. You can request more frequent portfolio holdings information, subject to the Accounts’ policy as stated above, by writing to CREF at P.O. Box 4674, New York, NY 10164.

MANAGEMENT OF CREF

THE BOARD OF TRUSTEES

          CREF is governed by its Board, which oversees CREF’s business and affairs. The Board delegates the day-to-day management of the Accounts to TCIM and the officers of CREF (see below).

Board Leadership Structure and Related Matters

          The Board is composed of nine trustees, all of whom are independent or disinterested, which means that they are not “interested persons” of the Accounts as defined in Section 2(a)(19) of the 1940 Act (independent trustees). One of the independent trustees, Maceo K. Sloan, serves as the Chairman of the Board. The Chairman’s responsibilities include: coordinating with management in the preparation of the agenda for each meeting of the Board; presiding at all meetings of the Board; and serving as a liaison with other Trustees, CREF’s officers and other management personnel, and counsel to the Independent Trustees. The Chairman performs such other duties as the Board may from time to time determine.

          The Board meets periodically to review, among other matters, the Accounts’ activities, contractual arrangements with companies that provide services to the Accounts and the performance of the Accounts’ investment portfolios. The Board holds regularly scheduled in-person meetings and regularly scheduled meetings by telephone each year and may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. During a portion of each regularly scheduled in-person meeting and, as the Board may determine, at its other meetings, the Board meets without management present.

          The Board has established a committee structure that includes six standing committees, each composed solely of independent trustees and chaired by an independent trustee, as described below. The Board, with the assistance of its Nominating and Governance Committee, periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that its leadership and operating structure, which includes its committees and having an independent trustee in the position of Chairman of the Board and of each committee, provides for independent oversight of management and is appropriate for CREF in light of, among other factors, the asset size and nature of CREF and the Accounts, the

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

number of Accounts overseen by the Board, the number of other funds overseen by the trustees as the trustees of other investment companies in the TIAA-CREF Fund Complex, the arrangements for the conduct of the Accounts’ operations, the number of trustees, and the Board’s responsibilities.

          CREF is part of the TIAA-CREF Fund Complex, which includes the 8 Accounts within CREF, the 51 funds within the TIAA-CREF Funds (“TCF”) (including the TIAA-CREF Lifecycle Funds and the TIAA-CREF Lifecycle Index Funds) the 10 series of the TIAA-CREF Life Funds (“TCLF”) and the single portfolio within TIAA Separate Account VA-1 (“VA-1”). The same persons who constitute the Board also constitute, and Mr. Sloan also serves as the Chairman of, the respective boards of trustees of CREF, TCF and TCLF and the management committee of VA-1.

Qualifications of Trustees

          The Board believes that each of the trustees is qualified to serve as a trustee of CREF based on a review of the experience, qualifications, attributes or skills of each Trustee. The Board bases this view on its consideration of a variety of criteria, no single one of which is controlling. Generally, the Board looks for: character and integrity; ability to review critically, evaluate, question and discuss information provided and exercise effective business judgment in protecting shareholder interests; and willingness and ability to commit the time necessary to perform the duties of trustee. Each trustee’s ability to perform his or her duties effectively is evidenced by his or her experience in one or more of the following fields: management, consulting, and/or board experience in the investment management industry; academic positions in relevant fields; management, consulting, and/or board experience with public companies in other fields, non-profit entities or other organizations; educational background and professional training; and experience as a trustee of CREF and other funds in the TIAA-CREF Fund complex.

          Information indicating certain of the specific experience and relevant qualifications, attributes and skills of each trustee relevant to the Board’s belief that the trustee should serve in this capacity is provided in the table below. The table includes, for each trustee, 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 in the last five years.

Risk Oversight

          Day-to-day management of the various risks relating to the administration and operation of CREF and the Accounts is the responsibility of management, which includes professional risk management staff. The Board oversees this risk management function consistent with and as part of its oversight responsibility. The Board performs this risk management oversight directly and, as to certain matters, through its committees (which are described below). The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for CREF and the Accounts. The Board recognizes that it is not possible to identify all of the risks that may affect CREF and the Accounts or to develop procedures or controls that eliminate CREF’s and the Accounts’ exposure to all of these risks.

          In general, an Account’s risks include, among others, market risk, credit risk, liquidity risk, valuation risk, operational risk, reputational risk, and regulatory compliance risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to CREF and the Accounts. In addition, under the general oversight of the Board, TCIM, the investment manager and administrator for each Account, and other service providers to the Accounts have themselves adopted a variety of policies, procedures and controls designed to address particular risks to the Accounts. Different processes, procedures and controls are employed with respect to different types of risks.

          The Board also oversees risk management for CREF and the Accounts through receipt and review by the Board or its committee(s) of regular and special reports, presentations and other information from officers of CREF and other persons, including from the Chief Risk Officer or other senior management personnel for Advisors and its affiliates. Senior officers of CREF, senior officers of TCIM and its affiliates (collectively, “TIAA-CREF”), and the Accounts’ Chief Compliance Officer (“CCO”) regularly report to the Board and/or one or more of the Board’s standing committees on a range of matters, including those relating to risk management. The Board also regularly receives reports, presentations and other information from TCIM with respect to the investments and securities trading of the Accounts. At least annually, the Board receives a report from the Accounts’ CCO regarding the effectiveness of the Accounts’ compliance program. Also, on an annual basis, the Board receives reports, presentations and other information from TIAA-CREF in connection with the Board’s consideration of the renewal of CREF’s investment management agreement with TCIM and CREF’s distribution plans under Rule 12b-1 under the 1940 Act.

          Senior officers of CREF and senior officers of TIAA-CREF also report regularly to the Audit and Compliance Committee on CREF’s internal controls and accounting and financial reporting policies and practices. The Accounts’ CCO reports regularly to the Audit and Compliance Committee on compliance matters, and the TIAA-CREF Chief Auditor reports regularly to the Audit and Compliance Committee regarding internal audit matters. In addition, the Audit and Compliance Committee receives regular reports from CREF’s independent registered public accounting firm on internal control and financial reporting matters.

          The Operations Committee receives regular reports, presentations and other information from CREF officers and from Account management personnel regarding valuation and other operational matters. In addition to regular reports, presentations and other information from TCIM and other TIAA-CREF personnel, the Operations Committee receives reports, presentations and other information regarding other service providers to CREF, either directly or through CREF’s officers, other TIAA-CREF personnel or the Accounts’ CCO, on a periodic or regular basis.

          The Investment Committee regularly receives reports, presentations and other information from TCIM with respect to the investments, securities trading and other portfolio management aspects of the Accounts. The Corporate Governance and Social Responsibility Committee regularly receives reports, presentations, and other information from TCIM regarding the voting of proxies of the Accounts’ portfolio companies.

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

DISINTERESTED TRUSTEES

Name, Address and Date of Birth (“DOB”)	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 Directorship(s) Held by Trustee
Forrest Berkley c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 4/25/54	Trustee	One-year term. Trustee since 2006.	Retired Partner (since 2006), Former 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).	70	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation, the Butler Conservation Fund, Inc. and the Elmina B. Sewell Foundation; Director, Appalachian Mountain Club.
Nancy A. Eckl c/o 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.	70	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend and Income Fund, Inc.; Member of the Board of Managers of Lazard Alternative Strategies Fund, LLC.
Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	One year term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners, LLC (since 2007); Chief Operating Officer, DDJ Capital Management (2003–2006).	70	Director of Copper Rock Capital Partners, LLC (investment adviser).
Howell E. Jackson c/o 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), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	70	Director, D2D Fund.
Nancy L. Jacob c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Trustee	One-year term. Trustee since 1979.	President and Founder (since 2006) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	70	None
Bridget A. Macaskill c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	One-year term. Trustee since 2003.	Chief Executive Officer (since 2010), President and Chief Operating Officer (since 2009), First Eagle Investment Management; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	70	Director, Prudential plc; Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management; William T. Grant Foundation; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); and North Shore Land Alliance. Former Director, J. Sainsbury plc, International Advisory Board, British-American Council, Scottish & Newcastle plc (brewer), Governors Committee on Scholastic Achievement; and Federal National Mortgage Association (Fannie Mae).
James M. Poterba c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	One-year term. Trustee since 2006.	President and Chief Executive Officer, National Bureau of Economic Research (since 2008); Mitsui Professor of Economics (since 1996), Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department, Massachusetts Institute of Technology (MIT); Program Director, National Bureau of Economic Research (1990–2008).	70	Director, The Alfred P. Sloan Foundation and National Bureau of Economic Research.
Maceo K. Sloan c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Chairman of the Board and Trustee	One-year term as Trustee; Chairman for term ending June 30, 2012. Trustee since 1991. Chairman since 2009.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, Chief Executive Officer and Chief Investment Officer, NCM Capital Management Group, Inc. (since 1991); Chairman and Chief Executive Officer and Chief Investment Officer, NCM Capital Advisers Inc. (since 2003); and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (since 2007).	70	Director, SCANA Corporation (energy holding company) and NCM Capital Investment Trust.

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

DISINTERESTED TRUSTEES

Name, Address and Date of Birth (“DOB”)	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 Directorship(s) Held by Trustee
Laura T. Starks c/o 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).	70	Governing Council, Independent Directors Council (mutual fund director organization).

OFFICERS

          The table below includes certain information about the officers of CREF, including positions held with CREF, length of office and time served, and principal occupations in the last five years.

Name, Address and Date of Birth (“DOB”)	Position(s) Held with CREF	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Brandon Becker TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/19/54	Executive Vice President and Chief Legal Officer	One year term. Executive Vice President and Chief Legal Officer since 2009.	Executive Vice President and Chief Legal Officer of TIAA and the TIAA-CREF Fund Complex (since 2009); Partner, Wilmer Cutler Pickering Hale & Dorr LLP (1996-2009).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/8/62	Chief Compliance Officer	One-year term. Vice President and Chief Compliance Officer since 2008.	Chief Compliance Officer of TIAA Separate Account VA-3 and the TIAA-CREF Fund Complex, Vice President, Senior Compliance Officer of Asset Management Compliance of TIAA and Chief Compliance Officer of Investment Management (since 2008), Chief Compliance Officer of Advisors (2008); Managing Director/Director of Global Compliance, AIG Global Investment Group (2000-2008).
Scott C. Evans TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/11/59	Executive Vice President	One-year term. Executive Vice President since 1997.	President and Principal Executive Officer of the TIAA-CREF Funds and the TIAA-CREF Life Funds (since 2007), Executive Vice President (since 1997) of CREF and TIAA Separate Account VA-1, Executive Vice President, Investments, Research, Institute & Strategy (since 2009), Executive Vice President, Head of Asset Management (2006-2009), Executive Vice President and Chief Investment Officer (2005) of TIAA, Director of Advisors (since 2004), President and Chief Executive Officer of Investment Management and Advisors and Manager of Investment Management (since 2004), Manager of TIAA Realty Capital Management, LLC (2004-2006), Chief Investment Officer of TIAA (2004-2006), Director of TIAA Global Markets, Inc. (2004-2005), Director of TIAA-CREF Life Insurance Company (1997-2006), and Director of Teachers Personal Investors Services, Inc. (“TPIS”) (2006-2008).
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 2008.	President and Chief Executive Officer of TIAA (since 2008), and President and Chief Executive Officer of CREF and TIAA Separate Account VA-1 (since 2008); 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).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Treasurer	One-year term. Treasurer since 2008.	Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2007) and TIAA Separate Account VA-1 (since 2009), Treasurer of CREF (since 2008), Director of Advisors (since 2008); Chief Financial Officer, Van Kampen Funds (2005-2006).
Stephen Gruppo TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/25/59	Executive Vice President	One-year term. Executive Vice President since 2009.	Executive Vice President, Head of Risk Management of TIAA, Executive Vice President of the TIAA-CREF Fund Complex (since 2009), Executive Vice President, Risk Management of Advisors and Investment Management (since 2009), Senior Managing Director and Acting Head of Risk Management of TIAA and Senior Managing Director of the TIAA-CREF Fund Complex (2008-2009), Senior Managing Director, Chief Credit Risk Officer (2004-2008) of TIAA, Director, TIAA-CREF Life Insurance Company (2006-2008), Director, TPIS, Advisors and Investment Management (2008), Head of Risk Management of Advisors and Investment Management (2005-2006).

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

OFFICERS (continued)

Name, Address and Date of Birth (“DOB”)	Position(s) Held with CREF	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
William Mostyn III TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 1/18/48	Vice President and Corporate Secretary	One-year term. Vice President and Corporate Secretary since 2008.	Senior Vice President (since 2010) and Corporate Secretary of TIAA and Vice President and Corporate Secretary of the TIAA-CREF Fund Complex (since 2008); Deputy General Counsel and Corporate Secretary, Bank of America (2005-2008).
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 (since 2010, 2005-2007) and Executive Vice President of Human Resources and Corporate Services (2007- 2010) of TIAA, and Executive Vice President of the TIAA-CREF Fund Complex (since 2003), Director, TIAA-CREF Life Insurance Company (2003-2006).
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 and Chief Operating Officer (since 2010), Executive Vice President, Product Development and Management (2009-2010), Executive Vice President, Institutional Client Services (2006-2009), and Executive Vice President, Product Management (2005-2006) of TIAA, and Executive Vice President of the TIAA-CREF Fund Complex (since 2006), Executive Vice President, Institutional Client Services (2006-2008), Director, TCT Holdings, Inc. (since 2007), Executive Vice President, TIAA-CREF Enterprises, Inc., Manager, President and Chief Executive Officer, TIAA-CREF Redwood, LLC (since 2006), Director of Tuition Financing (2006-2009), Senior Vice President, Pension Products (2003-2006).
Constance K. Weaver TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/26/52	Executive Vice President	One-year term. Executive Vice President since 2010.	Executive Vice President, Chief Marketing and Communications Officer of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2010); Senior Vice President, The Hartford Financial Services Group, Inc. (2008-2010); Executive Vice President and Chief Marketing Officer, BearingPoint (2005-2008).
Virginia M. Wilson TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 7/22/54	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	One-year term. Executive Vice President, Chief Financial Officer and Principal Accounting Officer since 2010.	Executive Vice President, Chief Financial Officer of TIAA and Executive Vice President, Chief Financial Officer and Principal Accounting Officer of CREF (since 2010); Executive Vice President and Chief Financial Officer of Wyndham Worldwide Corporation (2006-2009); Executive Vice President and Chief Accounting Officer, Cendant Corporation (2003-2006).

B-26     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, 2010. At that time, CREF’s family of investment companies included CREF, TIAA-CREF Funds (including the TIAA-CREF Lifecycle Funds and TIAA-CREF Lifecycle Index Funds), TIAA-CREF Life Funds and TIAA Separate Account VA-1.

DISINTERESTED TRUSTEES^§

Name of Trustee	Dollar Range of Equity Securities in CREF Accounts	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Forrest Berkley	Growth Account: Over $100,000	Over $100,000
	Money Market Account: Over $100,000
Nancy A. Eckl	Stock Account: Over $100,000	Over $100,000
	Global Equities Account: $50,001—$100,000
	Growth Account: $10,001-$50,000
Michael A. Forrester	Money Market Account: Over $100,000	Over $100,000
Howell E. Jackson	Stock Account: Over $100,000	Over $100,000
	Inflation-Linked Bond Account: Over $100,000
	Social Choice Account: $50,001—$100,000
Nancy L. Jacob	Stock Account: Over $100,000	Over $100,000
	Global Equities Account: $50,001—$100,000
Bridget A. Macaskill	Money Market Account: $50,001—$100,000	Over $100,000
James M. Poterba	Stock Account: Over $100,000	Over $100,000
	Global Equities Account: Over $100,000
	Equity Index Account: $50,001—$100,000
	Social Choice Account: $10,001—$50,000
Maceo K. Sloan	Stock Account: Over $100,000	Over $100,000
	Global Equities Account: Over $100,000
	Growth Account: $10,001—$50,000
	Equity Index Account: $10,001—$50,000
	Social Choice Account: $50,001-$100,000
Laura T. Starks	Stock Account: Over $100,000	Over $100,000
	Global Equities Account: $10,001—$50,000
	Equity Index Account: $10,001—$50,000
	Social Choice Account: $10,001—$50,000

§ Dr. Eugene Flood, Jr. resigned from the Board of Trustees effective March 22, 2011.

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, 2010. CREF’s officers receive no direct compensation from any fund in the TIAA-CREF Fund Complex. For purposes of the chart, the TIAA-CREF Fund Complex consists of: CREF, TIAA-CREF Funds (including the TIAA-CREF Lifecycle Funds and TIAA-CREF Lifecycle Index Funds), TIAA-CREF Life Funds and TIAA Separate Account VA-1, 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
Berkley, Forrest‡	$	185,061.65	$	67,361.07	$	212,000.00
Eckl, Nancy A.	$	202,244.21	$	67,361.07	$	232,000.00
Forrester, Michael	$	185,061.65	$	67,361.07	$	212,000.00
Jackson, Howell E.	$	202,244.21	$	67,361.07	$	232,000.00
Jacob, Nancy L.	$	212,553.75	$	67,361.07	$	244,000.00
Macaskill, Bridget A.	$	185,061.65	$	67,361.07	$	212,000.00
Poterba, James M.‡	$	212,553.75	$	67,361.07	$	244,000.00
Sloan, Maceo K.‡	$	241,764.11	$	67,361.07	$	278,000.00
Starks, Laura T.	$	198,807.70	$	67,361.07	$	228,000.00
Total:	$	2,024,160.37	$	673,610.73	$	2,322,000.00

§	Dr. Eugene Flood, Jr. resigned from the Board of Trustees effective March 22, 2011.
*	Compensation figures include cash and amounts deferred under both the long-term compensation plan and option deferral compensation plan described below.
†	Amounts deferred under the long-term compensation plan described below. Messrs. Berkley, Poterba and Sloan elected to defer a portion of this compensation in accordance with the provisions of such plan.
‡	For the fiscal year ended September 30, 2010, Mr. Berkley elected to defer $132,500, Prof. Poterba elected to defer $71,500 and Mr. Sloan elected to defer $195,750 of total compensation from the TIAA-CREF Fund Complex.

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

          The Board has approved trustee compensation at the following rates effective January 1, 2011: an annual retainer of $125,000; an annual long-term compensation contribution of $75,000; an annual committee chair fee of $20,000 ($25,000 for the chairs of the Operations and Audit and Compliance Committees); an annual Board chair fee of $50,000; and an annual committee retainer of $20,000 ($25,000 for the Operations and Audit and Compliance Committees). The chair and members of the Executive Committee do not receive fees for service on that committee. The Trustees may also receive special or ad hoc Board or Committee fees of $2,500 per meeting. Trustee compensation reflects service to all of the investment companies within the TIAA-CREF Fund Complex and is prorated 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 (e.g., certain 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 (e.g., certain 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 compensation table above does not reflect any payments under the long-term compensation plan.
          CREF has adopted a mandatory retirement policy for its Board of Trustees. Under this policy, CREF’s Trustees who attain the age of 72 are currently not eligible for re-election at the next succeeding annual meeting of CREF; and they must also resign from the Boards of Trustees of TIAA-CREF Funds and TIAA-CREF Life Funds and the Management Committee of TIAA Separate Account VA-1, effective as of the last day of said Trustees’ memberships on the CREF Board of Trustees. Such requirement may be waived with respect to one or more Trustees for reasonable time periods upon the unanimous approval and at the sole discretion of the Board of Trustees, and that the Trustees eligible for the waiver are not permitted to vote on such proposal regarding their waiver.

BOARD COMMITTEES

          The Board has appointed the following standing committees, each with specific responsibilities for aspects of CREF’s operations and whose charters are available upon request:

(1) An Audit and Compliance Committee, consisting solely of independent trustees, which assists the Board in fulfilling its

	oversight responsibilities for financial reporting, internal controls and certain compliance matters. The Audit and Compliance Committee is charged with approving the appointment, compensation, or termination and oversight of the work of the Accounts’ independent registered public accounting firm. During the fiscal year ended December 31, 2010, the Audit and Compliance Committee held nine meetings. The current members of the Audit and Compliance Committee are Ms. Eckl (chair), Mr. Berkeley, Prof. Poterba and Mr. Sloan. Ms. Eckl 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, 2010, the Investment Committee held six meetings. The current members of the Investment Committee are Mr. Berkley, 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, 2010, the Corporate Governance and Social Responsibility Committee held six 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, 2010, the Executive Committee held no meetings. The current members of the Executive Committee are Mr. Sloan (chair), Prof. Jackson, Dr. Jacob and Ms. Eckl.
(5)	A Nominating and Governance Committee, consisting solely of independent trustees, which assists the Board in addressing internal governance issues of CREF, including nominating certain CREF officers and the members of the standing committees of the Board, recommending candidates for election as trustees and reviewing the qualification and independence of trustees, conducting evaluations of the trustees and of the Board and its committees, and reviewing proposed changes to CREF’s governing documents. During the fiscal year ended December 31, 2010, the Nominating and Governance Committee held ten meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Ms. Eckl, Mr. Sloan and Dr. Starks.
(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, 2010, the Operations Committee held seven meetings. The current mem-

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

bers of the Operations Committee are Prof. Jackson (chair), Mr. Forrester, Dr. Jacob, Ms. Macaskill 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, NY 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 participants. CREF believes that sound corporate governance practices and responsible behavior create the framework from which public companies can be managed in the long-term interests of participants.
          As a general matter, the Board has delegated to TCIM responsibility for voting the proxies of the portfolio companies in accordance with Board approved guidelines developed and established by the Corporate Governance and Social Responsibility Committee. Guidelines for proposals related to corporate governance and social issues are articulated in the TIAA-CREF Policy Statement on Corporate Governance, attached as an Appendix to this SAI.

          TCIM has a team of professionals responsible for reviewing and voting proxies. In analyzing a proposal, in addition to exercising their professional judgment, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include third-party proxy advisory firms and consultants, various corporate governance–related publications and TIAA-CREF investment professionals. Based on their analysis of proposals and guided by the TIAA-CREF Policy Statement on Corporate Governance, these professionals then vote in a manner intended solely to advance the best interests of the participants. Occasionally, when a proposal relates to issues not addressed in the TIAA-CREF Policy Statement on Corporate Governance, TCIM may seek guidance on how to vote from the Corporate Governance and Social Responsibility Committee.

          CREF and TCIM believe that they have implemented policies, procedures and processes designed to prevent conflicts of interest from influencing proxy voting decisions. These include: (i) oversight by the Corporate Governance and Social Responsibility Committee; (ii) a clear separation of proxy voting functions from external client relationship and sales functions; and (iii) the active monitoring of required annual disclosures of potential conflicts of interest by individuals who have direct roles in executing or influencing CREF’s proxy voting (e.g., TCIM proxy voting professionals, or trustees or senior executives of CREF, TCIM or TCIM’s affiliates) by TCIM’s legal and compliance professionals.
          There could be rare instances in which an individual who has a direct role in executing or influencing the proxy voting (e.g., TCIM’s proxy voting professionals, or a trustee or senior executive of CREF, TCIM or TCIM’s affiliates), is either a director or

executive of a portfolio company or may have some other association with a portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions related to proxy voting for that portfolio company.

          A record of all proxy votes cast for the twelve-month period ended June 30, 2010, can be obtained, free of charge, at www.tiaa-cref.org, and on the SEC’s website at www.sec.gov. A record of the Accounts’ proxy votes for the twelve-month period ended June 30, 2011 will become available in August 2011.

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 Board. The advisory personnel of TCIM perform all research, make recommendations, and place orders for the purchase and sale of securities. TCIM also provides or arranges for the provision of all portfolio accounting, custodial and related services for the assets of each Account. Under TCIM’s Investment Management Services Agreement, the Accounts reimburse TCIM for its expenses in rendering services to the Accounts absent TCIM’s wilful misfeasance, bad faith or gross negligence. TCIM shares employees and other resources with other affiliates of TIAA, and the expenses of these employees and resources are allocated under protocol approved by the Board.

          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, 2008, 2009, and 2010:

	2008		2009		2010
Stock Account	$	140,654,262	$	104,111,502	$	123,082,021
Global Equities Account	$	23,366,943	$	17,657,844	$	20,959,928
Growth Account	$	20,550,523	$	11,476,390	$	14,022,917
Equity Index Account	$	7,290,860	$	5,265,297	$	6,957,589
Bond Market Account	$	9,465,186	$	8,153,755	$	11,321,344
Inflation-Linked Bond Account	$	6,657,908	$	5,907,924	$	7,856,513
Social Choice Account	$	8,433,059	$	6,460,035	$	8,649,622
Money Market Account	$	8,293,768	$	8,072,114	$	7,851,862

          Administrative services have been provided pursuant to an Administrative Services Agreement with TIAA. The Administrative Services Agreement covers all administrative services in relation with the operation of CREF and each Account and the administration of any annuity contracts or certificates issued by CREF. Prior to January 1, 2009 these administrative services were provided by TIAA-CREF Individual & Institutional Services, LLC, a subsidiary of TIAA. The table below reflects the total dollar amount of expenses attributable to administrative services for each Account for the fiscal years ended December 31, 2008, 2009 and 2010:

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

	2008		2009		2010
Stock Account	$	463,040,807	$	230,105,797	$	256,847,135
Global Equities Account	$	59,411,829	$	30,258,409	$	34,831,665
Growth Account	$	47,543,172	$	26,939,831	$	31,438,150
Equity Index Account	$	40,842,086	$	21,793,198	$	25,405,787
Bond Market Account	$	33,656,144	$	26,807,947	$	30,241,616
Inflation-Linked Bond Account	$	24,729,199	$	18,863,077	$	21,005,855
Social Choice Account	$	34,478,447	$	20,770,354	$	23,966,262
Money Market Account	$	53,524,694	$	41,592,851	$	32,961,125

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 CREF, they must also generally preclear 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 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.

          The variable component of a portfolio manager’s compensation is remunerated as: (1) a current year cash bonus; and (2) a long-term performance award, which is on a 3-year cliff vesting cycle. Fifty percent (50%) of the long-term award is based on the Fund(s) managed by the portfolio manager during the 3-year vesting period, while the value of the remainder of the long-term award is based on the performance of the TIAA-CREF organization as a whole.
          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. See the Accounts’ Prospectus for more information regarding their benchmark indices. 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.

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

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 (including registered investment companies and registered and unregistered pooled investment vehicles) managed by them total assets in those accounts, and the dollar range of equity securities owned in each of the Accounts they manage, as of December 31, 2010 (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 Account
Stock Account
Hans L. Erickson, CFA	21	0	116,045	0	Over 1,000,000
Thomas M. Franks, CFA	3	0	125,586	0	500,001 - 1,000,000
Saira Malik, CFA	1	0	123,532	0	0
William M. Riegel, CFA	0	0	108,699	0	Over 1,000,000
Global Equities Account
Thomas M. Franks, CFA	3	0	125,586	0	Over 1,000,000
Athanasios (Tom) Kolefas, CFA	3	1	19,224	16	500,001 - 1,000,000
Saira Malik, CFA	1	0	123,532	0	100,001 - 500,000
Andrea Mitroff	1	0	28,373	0	100,001 - 500,000
John N. Tribolet	0	0	14,883	0	100,001 - 500,000
Growth Account
Susan Hirsch	3	0	15,782	0	Over 1,000,000
Andrea Mitroff	1	0	28,373	0	500,001 - 1,000,000
Equity Index Account
Philip James (Jim) Campagna, CFA	12	0	31,127	0	10,001 - 50,000
Anne Sapp, CFA	12	0	31,127	0	10,001 - 50,000
Bond Market Account
Elizabeth (Lisa) D. Black, CFA	6	0	27,014	0	500,001 - 1,000,000
John M. Cerra	6	0	24,689	0	50,001 - 100,000
Steven Sterman, CFA	7	0	27,319	0	0
Inflation-Linked Bond Account
John M. Cerra	6	0	24,689	0	10,001 - 50,000
Social Choice Account
Elizabeth (Lisa) D. Black, CFA	6	0	27,014	0	100,001 - 500,000
Philip James (Jim) Campagna, CFA	12	0	31,127	0	10,001 - 50,000
Stephen Liberatore, CFA	0	0	10,239	0	100,001 - 500,000
Anne Sapp, CFA	12	0	31,127	0	50,001 - 100,000
Steven Sterman, CFA	7	0	27,319	0	0
Money Market Account
Michael F. Ferraro, CFA	2	0	13,239	0	1 - 10,000

POTENTIAL CONFLICTS OF INTEREST OF TCIM AND PORTFOLIO MANAGERS

          Portfolio managers of CREF’s Accounts may also manage other registered investment companies or 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 Advisors, its affiliated investment adviser, for Advisors’ 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 Advisors’ 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 CREF

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 accounts have similar investment mandates as an Account, TCIM 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 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, in each case consistent with TCIM’s policy to seek best execution for all orders. Although aggregating orders is a common means of reducing transaction costs for par-

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

ticipating accounts, TCIM may be perceived as causing one client account, such as an 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 interest 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 also are 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 that trading for long sales of single securities will be monitored to ensure that the trades are treated fairly and equitably. Additionally, the Accounts’ portfolio managers’ decisions for executing those trades will be monitored 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. Basket trades are not subject to the same monitoring as single security trades because an automated and systematic process is used to implement trades; however, the Accounts’ portfolio managers’ decisions for implementing those trades will be monitored.

          Research. TCIM allocates brokerage commissions to brokers who provide execution and research services for one or more of the CREF Accounts and some or all of TCIM’s or its affiliates’ 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 commis-

sion paid to the broker providing the services. TCIM is authorized to pay, on behalf of the CREF Accounts, higher brokerage fees than another broker might have charged in recognition of the value of brokerage or research services provided by the broker. 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 designed 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 of TCIM’s advisory affiliates, is based on a percentage of assets under management (on an at-cost basis). However, no client currently pays TCIM or its affiliates a performance-based fee. Nevertheless, TCIM or its affiliates may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which TCIM or its affiliates has a proprietary interest or to certain other accounts in which TCIM or its affiliates receive a larger asset-based fee.

CUSTODIAN AND FUND ACCOUNTING AGENT

          State Street Bank and Trust Company (“State Street”), 1776 Heritage Drive, Quincy, MA 02171, acts as custodian for CREF. As custodian, State Street is responsible for the safekeeping of CREF’s portfolio securities. State Street also acts as fund accounting agent for CREF.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, serves as the independent registered public accounting firm of CREF and has audited CREF’s financial statements for the fiscal year ended December 31, 2010.

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. TCIM may consider other factors, including, among others, the broker’s reputation, specialized expertise, special capabilities or efficiency. 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

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

VA-1, TIAA-CREF Life Funds or TIAA-CREF 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.

          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 or the portfolios of other clients. 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. Advisors may also place orders with brokers who, through the use of commission-sharing arrangements, obtain research from other broker-dealers and research providers for the benefit of Advisors and its client or proprietary accounts.

          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 the fiduciary obligations of TCIM.

          The following table shows the aggregate amount of brokerage commissions paid by the Accounts to firms that provided research services in 2010. Note that the provision of research services was not necessarily a factor in the placement of all this business with these firms.

Account	Aggregate $ Amount of Commissions Paid to Firms that Provided Research Services
Stock Account	$64,941,957
Global Equities Account	$15,720,299
Growth Account	$6,761,282
Equity Index Account	$53,862
Social Choice Account	$65,827

          The aggregate amount of brokerage commissions paid by the Accounts for the fiscal years ending December 31, 2008, 2009 and 2010 was as follows:

Account		2008		2009		2010
Stock Account	$	86,712,889	$	70,784,886	$	74,872,934
Global Equities
Account	$	22,042,392	$	14,279,583	$	17,371,434
Growth Account	$	12,156,062	$	10,302,396	$	7,749,801
Equity Index
Account	$	149,135	$	126,875	$	113,802
Social Choice
Account	$	751,800	$	181,042	$	373,343

          The decrease in brokerage commissions in 2010 for the Growth Account (from $10,302,396 in 2009 to $7,749,801 in 2010) was primarily the result of a decrease in portfolio turnover in 2010. The decrease in brokerage commissions in 2010 for the Equity Index Account (from $126,875 in 2009 to $113,802 in 2010) was primarily a result of a mix of favorable, negotiated commission rates with selected brokers, which resulted in lower costs per trade. Trades of convertible preferred securities are typically executed at higher rates of commissions. The increases in brokerage commissions in 2010 for the Stock Account (from $70,784,886 in 2009 to $74,872,934 in 2010), Global Equities Account (from $14,279,583 in 2009 to $17,371,434 in 2010 and the Social Choice Account (from $181,042 in 2009 to $373,342 in 2010) were primarily the result of an increase in portfolio turnover in 2010.

          During the fiscal year ended December 31, 2010, 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, 2010, are set forth below:

REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID:

Account	Broker	Parent	Holdings (US$)
Stock Account	Wells Fargo & Co	Wells Fargo & Co	$954,877,082
	JPMorgan Chase & Co	JPMorgan Chase & Co	$941,750,597
	Bank of America Corp	Bank of America Corp	$647,463,036
	Citigroup Inc	Citigroup Inc	$614,260,367
	Goldman Sachs Group Inc	Goldman Sachs Group Inc	$597,474,330
	HSBC Holdings Plc	HSBC Holdings Plc	$265,430,619
	Morgan Stanley	Morgan Stanley	$210,565,265
	Banco Santander SA	Banco Santander SA	$192,473,407
	BNP Paribas	BNP Paribas	$154,420,962
	State Street Corp	State Street Corp	$124,134,109
	Sumitomo Mitsu Financial GR	Sumitomo Mitsu Financial GR	$119,111,929
	Royal Bank of Canada	Royal Bank of Canada	$117,244,691
	Societe Generale	Societe Generale	$81,075,493
	Fifth Third Bancorp	Fifth Third Bancorp	$48,925,475
	MF Global Holdings Ltd	MF Global Holdings Ltd	$44,436,794
	Schwab (Charles) Corp	Schwab (Charles) Corp	$43,660,357
	BB&T Corp.	BB&T Corp.	$40,771,662
	Julius Baer Group Ltd	Julius Baer Group Ltd	$24,373,599
	Skandinaviska Enskilda Ban-A	Skandinaviska Enskilda Ban-A	$20,674,927
	Lazard Ltd-CL-A	Lazard Ltd-CL-A-	$18,018,260
	Nomura Holdings Inc.	Nomura Holdings Inc	$17,618,963

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

Account	Broker	Parent	Holdings (US$)
Stock Account (cont.)	MacQuarie Group Ltd	MacQuarie Group Ltd	$	9,349,822
	Stifel Financial Corp	Stifel Financial Corp	$	9,272,809
	TD Ameritrade Holding Corp	TD Ameritrade Holding Corp	$	8,831,907
	Knight Capital Group Inc.-A	Knight Capital Group Inc.-A	$	6,584,091
	Popular Inc	Popular Inc	$	6,563,611
	Raymond James Financial Inc	Raymond James Financial Inc	$	6,474,110
	Susquehanna Bancshares Inc	Susquehanna Bancshares Inc	$	6,211,162
	Jefferies Group Inc	Jeffries Group Inc	$	6,190,729
	Banco Santander Chile	Banco Santander Chile	$	5,713,941
	KBW Inc	KBW Inc	$	4,520,192
	Investment Technology Group	Investment Technology Group	$	3,594,917
	Mizuho Investors Securities Co Ltd	Mizuho Investors Securities Co Ltd	$	647,075
	Piper Jaffray Cos	Piper Jaffray Cos	$	2,459,873
	Royal Bank of Scotland Group	Royal Bank of Scotland Group	$	2,074,655
	Oppenheimer Holdings-CL A	Oppenheimer Holdings-CL A	$	1,507,206
	Broadpoint Gleacher Securities Group Inc	Broadpoint Gleacher Securities Group Inc	$	1,414,120
	Uob-Kay Hian Holdings Ltd	Uob-Kay Hian Holdings Ltd	$	1,403,429
	FBR Capital Markets Corp	FBR Capital Markets Corp	$	862,388
	Cowen Group Inc - Class A	Cowen Group Inc – Class A	$	703,846
	Labranche & Co Inc	Labranche & Co Inc	$	602,176
	D Carnegie & Co AB	D Carnegie & Co AB	$	77,016
Global Equities Account	Wells Fargo & Co	Wells Fargo & Co	$	104,757,512
	HSBC Holdings PLC	HSBC Holdings PLC	$	91,629,620
	JPMorgan Chase & Co	JPMorgan Chase & Co	$	76,854,223
	Citigroup Inc	Citigroup Inc	$	73,602,641
	Goldman Sachs Group Inc	Goldman Sachs Group Inc	$	67,739,556
	MF Global Holdings Ltd	MF Global Holdings Ltd	$	42,337,372
	Banco Santander Sa	Banco Santander Sa	$	41,477,160
	Bank of America Corp	Bank of America Corp	$	39,094,564
	Royal Bank of Canada	Royal Bank of Canada	$	29,917,747
	BNP Paribas	BNP Paribas	$	27,664,487
	Julius Baer Group Ltd	Julius Baer Group Ltd	$	24,949,839
	Sumitomo Mitsui Financial Gr	Sumitomo Mitsui Financial Gr	$	23,871,877
	Morgan Stanley	Morgan Stanley	$	15,485,837
	Societe Generale	Societe Generale	$	13,056,082
	State Street Corp	State Street Corp	$	7,764,777
	Nomura Holdings Inc	Nomura Holdings Inc	$	5,618,524
	Schwab (Charles) Corp	Schwab (Charles) Corp	$	5,346,345
	MacQuarie Group Ltd	MacQuarie Group Ltd	$	4,299,287
	Fifth Third Bancorp	Fifth Third Bancorp	$	2,704,467
	Skandinaviska Enskilda Ban-A	Skandinaviska Enskilda Ban-A	$	1,626,985
	Royal Bank of Scotland Group	Royal Bank of Scotland Group	$	1,188,704
	BB&T Corp	BB&T Corp	$	761,805
	TD Ameritrade Holding Corp	TD Ameritrade Holding Corp	$	277,121
	Jefferies Group Inc	Jefferies Group Inc	$	190,857
Growth Account	Goldman Sachs Group Inc	Goldman Sachs Group Inc	$	30,285,952
	Schwab (Charles) Corp	Schwab (Charles) Corp	$	28,819,023
	Morgan Stanley	Morgan Stanley	$	13,390,023
	Lazard Ltd-CL A	Lazard Ltd-CL-A	$	10,110,862
	TD Ameritrade Holding Corp	TD Ameritrade Holding Corp	$	4,723,933

Account	Broker	Parent	Holdings (US$)
Equity Index Account	JPMorgan Chase & Co	JPMorgan Chase & Co	$	128,829,371
	Wells Fargo & Co	Wells Fargo & Co	$	115,117,004
	Bank of America Corp	Bank of America Corp	$	102,152,344
	Citigroup Inc	Citigroup Inc	$	76,368,920
	Goldman Sachs Group Inc	Goldman Sachs Group Inc	$	66,077,630
	Morgan Stanley	Morgan Stanley	$	31,452,774
	State Street Corp	State Street Corp	$	17,820,279
	BB&T Corp	BB&T Corp	$	13,855,591
	Schwab (Charles) Corp	Schwab (Charles) Corp	$	12,924,723
	Fifth Third Bancorp	Fifth Third Bancorp	$	8,912,566
	TD Ameritrade Holding Corp	TD Ameritrade Holding Corp	$	3,393,779
	Lazard Ltd-CL A	Lazard Ltd-CL-A	$	2,796,287
	Raymond James Financial Inc	Raymond James Financial Inc	$	2,453,514
	Popular Inc	Popular Inc	$	2,425,138
	Jefferies Group Inc	Jefferies Group Inc	$	2,389,430
	Stifel Financial Corp	Stifel Financial Corp	$	1,569,488
	Knight Capital Group Inc-A	Knight Capital Group Inc-A	$	1,015,165
	Susquehanna Bancshares Inc.	Susquehanna Bancshares Inc	$	988,667
	KBW Inc	KBW Inc	$	748,786
	MF Global Holdings Ltd	MF Global Holdings Ltd	$	719,244
	Investment Technology Group	Investment Technology Group	$	571,051
	Piper Jaffray Cos	Piper Jaffray Cos	$	489,370
	Oppenheimer Holdings-CL A	Oppenheimer Holdings-CL A	$	192,984
	Broadpoint Gleacher Securities Group Inc	Broadpoint Gleacher Securities Group Inc	$	184,275
	FBR Capital Markets Corp	FBR Capital Markets Corp	$	150,065
	Cowen Group Inc - Class A	Cowen Group Inc – Class A	$	130,531
	Labranche & Co Inc	Labranche & Co Inc	$	120,600
Social Choice Account	Wells Fargo & Co	Wells Fargo & Co	$	73,800,578
	HSBC Holdings PLC	HSBC Holdings PLC	$	24,445,517
	State Street Corp	State Street Corp	$	23,053,362
	Schwab (Charles) Corp	Schwab (Charles) Corp	$	22,113,871
	BB&T Corp	BB&T Corp	$	16,002,250
	Royal Bank of Canada	Royal Bank of Canada	$	12,845,052
	Fifth Third Bancorp	Fifth Third Bancorp	$	11,549,284
	Banco Santander Sa	Banco Santander Sa	$	10,370,087
	Popular Inc	Popular Inc	$	5,985,537
	Nomura Holdings Inc	Nomura Holdings Inc	$	4,578,483
	MF Global Holdings Ltd	MF Global Holdings Ltd	$	3,802,839
	Royal Bank of Scotland Group	Royal Bank of Scotland Group	$	2,254,656
	Skandinaviska Enskilda Ban-A	Skandinaviska Enskilda Ban-A	$	1,298,542
	Investment Technology Group	Investment Technology Group	$	49,601
	Susquehanna Bancshares Inc.	Susquehanna Bancshares Inc	$	48,690
	Stifel Financial Corp	Stifel Financial Corp	$	47,150
	KBW Inc	KBW Inc	$	43,834

          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 2010.

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

REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL:

Account	Broker	Parent	Holdings (US$)
Stock Account	Goldman Sachs Group Inc	Goldman Sachs Group Inc	$	597,474,330
	HSBC Holdings Plc	HSBC Holdings Plc	$	265,430,619
	Nomura Holdings Inc	Nomura Holdings Inc	$	17,618,963
	Investment Technology Group	Investment Technology Group	$	3,594,917
	Royal Bank of Scotland Group	Royal Bank of Scotland Group	$	2,074,655
Global Equities Account	Goldman Sachs Group Inc	Goldman Sachs Group Inc	$	67,739,556
Growth Account	Goldman Sachs Group Inc	Goldman Sachs Group Inc	$	30,285,952
The Equity Index, Bond Market, Inflation-Linked Bond and Money Market Accounts did not acquire any securities of their regular broker-dealers based on entities acting as principal during 2010.

DIRECTED BROKERAGE

          In accordance with the 1940 Act, the Accounts have adopted a policy prohibiting the Accounts from compensating 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.

          As of mid-2011, the calculation of the Accounts’ accumulation unit values is expected to change, so that the value of each Account’s accumulation unit as of the end of each valuation day will be determined by dividing A) the value of the Account’s accumulation fund as of the end of the valuation day by B) the total number of accumulation units held by all participants in that Account as of the end of the valuation day. The value of the Account’s accumulation fund and the total number of accumulation units does not include the impact of funds or units added or subtracted as a result of transactions effective as of that valuation day. This calculation change will have no economic impact.

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 the last Valuation Day in March, 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 1 divided by 2, where 1 and 2 are defined as follows:

          1. The Account’s annuity fund for the income change method as of such last valuation day in March, reduced by the present value of the benefits payable under that income change method on April 1 under payout contracts in the Account as of such last valuation day in March.

          2. The discounted 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 as of the last valuation date in March. 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 change in 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 April 1 payment. The value of the annuity unit for payments due on and after each May 1 is equal to the basic annuity unit value determined as of the last valuation day in March for those who have already begun receiving annuity income as of the preceding April 1 and is equal to the interim annuity unit value as of the date income begins for income that begins after April 1.

          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 the last valuation day of March, under the annual payment income change method, the total amount of annuity payments from all CREF and TIAA variable accounts will not change following a transfer, until the first payment valued on the basic annuity unit values that are redetermined on the following last valuation day in March. 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

College Retirement Equities Fund  §  Statement of Additional Information     B-35

the first payment valuation date following the transfer date. Switches between the monthly and the annual income change methods will be effective only on the last valuation day in March.

          The value of annuity payments 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:

          A. 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.

          B. 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 payments 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 modification, 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 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, NY 10017-3206. You can ask questions by calling toll-free 800 842-2552 Monday through Friday, 8 a.m. through 10 p.m. ET.

B-36     Statement of Additional Information  §  College Retirement Equities Fund

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 NYID. 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 Jonathan Feigelson, Senior Vice President, General Counsel and Head of Corporate Governance of TIAA and CREF. 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, 2010, incorporated into 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 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

TAX ADVICE

          What we tell you in the information provided below about federal and other taxes is not comprehensive and is for general information only. It does not constitute tax advice, and does not cover every situation. Taxation varies depending on the circumstances, and state and local taxes may also be involved. For comprehensive advice on your personal tax situation, check with a qualified tax adviser.

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 2010 cannot exceed the lesser of (a) $49,000; or (b) 100% of your compensation. For 2011, salary reduction contributions of up to $16,500 can be made to your 403(b) retirement plan ($22,000 if you are age 50 or older) and certain long-term employees may make salary reduction contributions of up to $19,500 ($25,000 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 2011 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 $49,000 or 100% of compensation, whichever is less. Salary reduction contributions to a 401(k) plan are limited to $16,500 ($22,000 if you are age 50 or older). Contact your tax adviser for more information.

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457(B) PLANS

          The maximum contribution limit to a 457(b) non-qualified deferred compensation plan for employees of state and local governments for 2011 is the lesser of $16,500 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 $22,000 or 100% of compensation reduced by the amount of other elective deferrals that the participant made for that year. If you have under contributed to your 457(b) plan in the past, and you are within three calendar years of your normal retirement age, you may have the potential to contribute up to an additional $16,500 in 2011. 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. Contact your tax adviser for more information.

INDIVIDUAL RETIREMENT ANNUITIES

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

          IRC section 408 permits funds from certain qualified retirement plans or IRAs to be rolled over to the Traditional IRA without losing their tax-deferred status. In order to move funds held in a qualified 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 Traditional IRA. If you are married and file a joint tax return with your spouse and make a combined adjusted gross income of less than $169,000 a year you can make annual contributions of up to $5,000 ($6,000 if you are age 50 or older) to a Roth IRA. If you are single and make an adjusted gross income of less than $107,000 a year you are also eligible to make contributions of up to $5,000 ($6,000 if you are 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 $169,000 and $179,000 a year or if you are single and your adjusted gross income is between $107,000 and $122,000 a year. If you are married and filing separately, and your adjusted gross income is $0, you can contribute up to $5,000 ($6,000 if you are age 50 or older) and the maximum contribution is reduced if your adjusted gross income is between $0 and $10,000. If you are married filing separately, you cannot make a Roth IRA contribution if your adjusted gross income exceeds $10,000 per year. For tax years starting in 2011, the modified adjusted gross income limit for conversions and rollovers to Roth IRAs is eliminated and married taxpayers filing a separate return can now convert and rollover amounts to a Roth IRA. For

any conversions and rollovers in 2011, any amounts that are required to be included in income are included in income in equal amounts in 2012 and 2013. If you elect otherwise, you can chose to include the entire amount in income in 2011.

          For 2011, 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 $90,000 or less a year, or you are single and make an adjusted gross income of $56,000 or less a year, you can make tax-deductible contributions of up to $5,000 ($6,000 if you are age 50 or older) a year to a Traditional IRA. Your tax-deductible amount is less if your adjusted gross income is between $90,000 and $110,000 if you are married and file jointly or if your adjusted gross income is between $56,000 and $66,000 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 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 noneligible 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. Distributions that are not

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taxable such as distributions that you roll over to another qualified retirement plan, or a distribution of your designated Roth contributions are not subject to this 10% tax.

          There are certain exceptions to this penalty. The following exceptions apply to distributions from any qualified retirement plan: (i) distributions made to your beneficiary or estate on or after your death; (ii) distributions made due to disability; (iii) distributions for qualified medical expenses; (iv) distributions made due to an IRS levy of the plan; (v) distributions to qualified reservists; and (vi) distributions made as part of a series of substantially equal periodic payments over the life expectancy of the owner or life expectancies of the owner and the beneficiary (additional rules apply to this exception if distributions are from a qualified plan other than an IRA).
          Additional exceptions apply only to distributions from a qualified plan other than an IRA. Contact your tax adviser for more information.

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 70 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 did not. Other special distribution and tax rules may apply to 457(b) plans. Consult your tax advisor for more information.

DEFERRED COMPENSATION PLANS

          RA and GSRA contracts are also available for deferred compensation plans. Special tax rules apply. Contact your tax advisor for more information.

DIVERSIFICATION REQUIREMENTS

          Section 817(h) of the 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) (except with respect to the Inflation-Linked Bond Account). This will affect how we make investments.

ADDITIONAL INFORMATION

          A Registration Statement has been filed with the SEC under the 1933 Act with respect to the contracts discussed in the Prospectus and in this SAI. Not all of the information set forth in the Registration Statement, amendments and exhibits thereto has been included in the Prospectus or this SAI. Statements contained herein concerning the contents of the contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC.

FINANCIAL STATEMENTS

          The audited financial statements for all of the Accounts are incorporated by reference from CREF’s report on Form N-CSR, for the year ended December 31, 2010, which contains the Annual Report to Participants. CREF will furnish you, without charge, a copy of the Annual Report on request. Write to College Retirement Equities Fund, 730 Third Avenue, New York, NY 10017-3206, Attention: Central Services, or call 877 518-9161.

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APPENDIX A: TIAA-CREF POLICY STATEMENT ON CORPORATE GOVERNANCE

I. INTRODUCTION

Purpose and Applicability of Policy Statement

          The purpose of this document, including the proxy voting guidelines in Appendix A (the “Policy Statement”), is for Teachers Insurance and Annuity Association–College Retirement Equities Fund (TIAA-CREF) to inform our clients, participants and shareholders, portfolio companies, stakeholders and other institutional investors about the corporate governance and social responsibility practices we expect of our portfolio companies. The principles and guidelines herein disclose how we generally vote proxies of portfolio companies. Additionally, this Policy Statement is intended to serve as a basis for dialogue with boards of directors and senior managers.
          The policies and principles herein apply to publicly-traded operating companies and may not be directly applicable to open-end investment companies or privately-held entities. Although many of the specific policies 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. Although TIAA is not a publicly-traded company, to the extent practicable, TIAA’s internal governance practices are guided by the policies and principles articulated herein.

Why We Focus on Corporate Governance

          TIAA-CREF is an institutional investor whose mission is to help those in the academic, medical, cultural, research and government fields plan to and through retirement. We do this with a full array of financial products and services to help our participants and shareholders achieve lifetime financial security. Our clients expect us to be stewards of their savings and to help provide for their financial security.
          We believe that good governance practices and responsible corporate behavior contribute to the long-term performance of public companies and are critical to well-functioning securities markets. We also believe that strong corporate governance helps reduce investment risk and ensures that shareholder capital is used effectively.
          Institutional investors are the constituency whose interests are best aligned with stable and growing markets because of their long-term orientation. Furthermore, long-term investors have among the most to lose if markets deteriorate and asset prices fall.
          Accordingly, we believe it is in our participants’ and shareholders’ economic interest to promote good corporate governance and to monitor and engage with portfolio companies on issues that may affect their long-term, sustainable profits.

          For over forty years TIAA-CREF has advocated the merits of involved owners working to improve corporate governance. In the 1970s and 1980s, TIAA-CREF took a leadership role in opposing abusive antitakeover provisions and management entrenchment devices such as dead-hand poison pills. We were also one of the first institutional investors to engage in dialogue with portfolio companies on social responsibility issues such as automotive safety in the United States and apartheid policies in South Africa.

          In the 1990s and 2000s, TIAA-CREF continued to strengthen its commitment to responsible investing and good corporate citizenship, including the establishment of the CREF Social Choice Account and other socially screened investment products that give special consideration to social concerns. Additionally, TIAA-CREF focused on influencing companies to adopt best-in-class governance practices and disclosures related to director elections, board structure and compensation.
          The repeated corporate crises of the last decade (such as options-back dating and other accounting-related fraud, instances of egregious compensation practices connected with poor performance, and most recently, the meltdown of the global financial sector) have highlighted the need for market participants and shareholders to re-commit to practices and behaviors that promote the long-term, sustainable health of our economy. We believe it is important that issuers and shareholders act responsibly to restore and maintain public trust and confidence in the governance of our public corporations.

          In this light, we have revised this sixth edition of the Policy Statement to reflect current developments in corporate governance, social and environmental policies, the convergence of best practices across global markets, and enhanced shareholder rights and responsibilities recently granted by the U.S. Securities and Exchange Commission, Congress, and other foreign governments and regulators. Our policies continue to respect the province of boards and management to run the company while safeguarding our rights as shareholders.
          The Policy Statement is reviewed periodically and is subject to amendment. The latest edition of the Policy Statement incorporating any amendments is posted on our website (www.tiaa-cref.org).

II. TIAA-CREF’S CORPORATE GOVERNANCE PROGRAM

A. Introduction

          The TIAA and TIAA-CREF Funds Boards have delegated oversight of TIAA-CREF’s corporate governance program, including oversight of management’s development and establishment of portfolio company governance policies, to the TIAA and TIAA-CREF Funds Committees on Corporate Governance and Social Responsibility (separate committees of the TIAA board and the boards of TIAA-CREF affiliated investment companies that meet jointly and are composed entirely of independent trustees, but that vote separately on matters presented to them for approval).
          TIAA-CREF’s corporate governance program is administered by a staff of professionals within the Corporate Governance Group who work collaboratively with the Asset Management Group and other internal stakeholders.

B. Governance Activities

           1. Proxy Voting

          Proxy voting is a key component of TIAA-CREF’s oversight and engagement program. It is one of our primary methods 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. All of our voting decisions are made in the best interest of our participants and shareholders.

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          TIAA-CREF’s voting policies, as described in this Policy Statement, are implemented on a case-by-case basis by the staff of our Corporate Governance Group. The staff relies on its professional judgment informed by proprietary research, reports provided by a variety of third-party research providers, consultation with our Asset Management Group and our trustees or a committee thereof. Annual disclosure of our proxy votes is available on our website and on the website of the Securities and Exchange Commission.

           2. Engagement

          Our preference is to engage privately with portfolio companies when we perceive shortcomings in their governance or environmental and social policies and practices that we believe impacts their performance. This strategy of “quiet diplomacy” reflects our belief and past experience that informed dialogue with board members and senior executives, rather than public confrontation, will most likely lead to a mutually productive outcome.
          We target portfolio companies for engagement based on research and evaluation of their governance and performance. Governance reviews are supplemented by an analysis of each company’s 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 and the views of TIAA-CREF’s participants and shareholders and institutional clients.
          As noted, 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. Engagement may include the following activities:

• submitting shareholder resolutions

• withholding or voting against one or more directors

• requesting other investors to support our initiatives

• engaging in collaborative action with other investors

• engaging in public dialogue and commentary

• supporting an election contest or change of control transaction

• conducting a proxy solicitation

• seeking regulatory or legislative relief

• commencing or supporting litigation

• pursuing other enforcement or compliance remedies

          TIAA-CREF is committed to engagement with companies and will only consider divesting from a security in the rarest of circumstances. As a matter of general investment policy, we may consider divesting or underweighting a company’s stock from our accounts in cases where we 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.
          Our policy of engagement over divestment 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. 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 and shareholders.

          3. Thought Leadership

          In addition to proxy voting and engagement, which are actions targeted at specific companies, TIAA-CREF believes that it is important to participate in the creation, development and implementation of ideas and practices surrounding corporate governance and social responsibility in order to influence the broadest constituency possible. While the following list of activities is not necessarily exhaustive, it provides an overview of the variety of ways we participate in the corporate governance and social responsibility community.

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, protect shareholder rights and advance social responsibility. We also participate in related conferences and symposia in order to actively contribute to the development of the emerging corporate governance and social responsibility best practices.
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, shareholder rights and social responsibility.
5.	TIAA-CREF submits written comments on regulatory proposals and testifies before various governmental bodies, administrative agencies and self-regulatory organizations.
6.	TIAA-CREF routinely engages with professional service providers (e.g., law, executive recruiting, executive compensation and accounting firms) in order to share knowledge and influence the professionals who advise our portfolio companies on important issues.

          4. International Corporate Governance

          With a substantial 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 and shareholders 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.

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         Our international corporate governance program consists of: (i) selective direct engagement with foreign portfolio companies; (ii) selective collaborative engagement with other institutional investors based in foreign markets; (iii) engagement and dialogue with foreign regulators, legislators and industry groups, and (iv) active participation in global corporate governance organizations.

         In addition to maintaining a leadership role as an advocate for shareholder rights and good governance globally, TIAA-CREF is committed to using our best efforts to vote our shares in international companies. Our staff is familiar with voting procedures in every country where we invest and we stay abreast of new developments occurring in those markets. Additionally, we promote reforms needed to eliminate cross-border voting inefficiencies and to improve the mechanics of proxy voting globally.

         TIAA-CREF has endorsed many of the governance standards of international associations and shareholder organizations. We agree with the widely-held view that the 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 many non-U.S. markets with less developed corporate governance practices seek to deal with the following problems:

	•	Robust shareholder rights, basic governance standards of board accountability and independence, full and timely disclosure and financial transparency are in many cases still only aspirational.
	•	Legal and regulatory systems are still underdeveloped and means of enforcement can often be lacking.
	•	Listed companies dominated by controlling shareholders often blend characteristics of private and public companies; giving management and insiders too much power and minority shareholders too little.
	•	Foreign governments retain ownership in many local listed companies and exercise special powers that interfere with capital market efficiency.
	•	Foreign banks often hold large blocks of shares within the companies they do business that can create conflicts of interest.
	•	Ambivalence about shareholder engagement, control contests and takeover bids undermines management accountability and market vitality.
	•	Policies and internal systems designed to avoid bribery and corruption are underdeveloped or non existent.
III. SHAREHOLDERS RIGHTS AND RESPONSIBILITIES
A. Introduction
TIAA-CREF recognizes that the laws, practices and customs governing company and shareholder interactions continue to vary across the globe despite recent harmonization efforts. However, we believe there are certain shareholder rights that should be respected by all publicly-traded operating companies regardless of their domicile. Similarly, shareholders also have a duty to exercise their rights responsibly.
Below we outline TIAA-CREF’s basic expectations for both companies and shareholders. While in some cases the full adoption of these rights and responsibilities may still be aspirational,

we believe these principles should be pursued in the interest of maintaining well-functioning markets.

B. Generally Applicable 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 (including directors who are affiliated with either the company or a particular shareholder) 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. Generally, 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. Companies that do not have a one-share-one-vote structure should periodically asses the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure.
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. 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 antitakeover devices. We strongly oppose antitakeover plans that

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	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.	Board Communication. Shareholders should have the ability to communicate with the board of directors. Companies should adopt and disclose procedures for shareholders to communicate their views and concerns directly to board members. Applicable regulations aimed at preventing selective disclosure of material non-public information should not be used by boards and management as a shield to meaningful dialogue with shareholders.
9.	Common Language. Annual meeting agendas and disclosure documents should be published in English, the generally accepted language of international business, whenever a company has accessed global capital. Shareholders should not be disenfranchised as a result of language barriers.
10.	Impediments to Voting. Shareholders should be able to vote all their shares without impediments such as share blocking, beneficial owner registration, voting by show of hands, late notification of agenda items or other unreasonable requests. This particularly problematic in many foreign markets.
11.	Vote Confirmation. Shareholders should have the ability to confirm that their votes have been received and tabulated. The proxy voting process involves an extensive network of participants creating a risk that votes submitted by shareholders do not ultimately reach the corporation. Shareholders are devoting an increasing amount of resources to making their voting decisions and should be able to know that they are not being lost in the system.
12.	Robust Disclosure. Shareholders should expect robust disclosure on any item on which they are voting. In order to make informed decisions, shareholders should not be reliant on a third party to gather information from multiple sources. Companies should provide information on director qualifications, independence, affiliations, related party transactions, executive compensation, conflicts of interest and other relevant governance information. Additionally, companies should provide audited financial statements that are acceptable under international governance and accounting standards.
C. Shareholder Responsibilities
As providers of capital, long-term shareholders have among the most to lose if markets deteriorate and asset prices fall. This is especially true for those institutions who invest on behalf of individuals, such as TIAA-CREF, whose losses can have a broad impact on the general public’s long-term financial security. Therefore, it is critical for such investors to participate as active owners of the companies in which they invest. By acting as responsible investors, long-term shareholders help to protect not only their clients but the capital markets as a whole. We believe that the following principles provide a framework for being a responsible investor.
1.	Exercise Rights Responsibly. Investors should exercise their rights responsibly to ensure companies are well-managed and positioned to drive long-term value. They should vote their shares diligently, recognizing that they are a valuable asset, and an important means to communicate with the company

	and other shareholders. Investors should not blindly support management, and should dedicate appropriate resources, including senior management, to proxy decisions. Further, investors should carefully and thoughtfully use the shareholder rights granted to them through regulation or the company’s bylaws. Boards and management should not have to continuously expend corporate resources responding to shareholder demands that the average prudent and responsible shareholder would deem frivolous, unreasonable or immaterial to the long-term health of the company.
2.	Hold Boards Accountable. Investors should be willing to take action when they believe the board has not adequately represented their interests. Shareholders should be willing and able to remove directors when they have performed badly or have been unresponsive to less aggressive overtures.
3.	Monitor Performance. Once they have made an investment decision, investors should be prepared to monitor companies and they should develop skills to do so. Monitoring includes discussions with both the board and management in differing ways, and engagement with companies on issues of concern. Shareholders should consider many factors in monitoring companies, including long-term performance, board performance, governance and other policies, strategic direction and leadership. Shareholders also should consider factors of risk, both from a perspective of whether appropriate risks are encouraged, but also monitoring performance in the context of the risk taken to achieve desired returns.
4.	Promote Aligned Compensation. Shareholders should ensure that compensation policies are performance-based, appropriately tailored to meet the company’s circumstances, integrated into and consistent with the business strategy and have a long-term orientation. There are a variety of ways to achieve these objectives. Nevertheless, these strategies should be based on realistic accounting of profits as well as encompass a measurement of risk. Compensation decisions provide one of the better windows into the boardroom, and clearly reflect on the quality of the board, its priorities, its ability to balance competing interests and its independence from management. Shareholders should strive to provide thoughtful feedback to companies through engagement, proxy votes, investor policy statements and advisory votes on compensation.
5.	Defend Integrity of Accounting Standards. Shareholders should take a more active position in defending the integrity of accounting standards. Accounting standards play an important role in our governance system, as the quality of reported information is effectively the life blood of financial markets. The purpose of financial statements should be to transparently represent the true condition of the reporting entity. If a company or industry is volatile or risky, the financial statements should represent this. Investors are otherwise unable to effectively judge risk and allocate capital appropriately.
6.	Increase Communication. Shareholders and boards should work together to develop constructive solutions to the risks posed by governance problems. Communication can be structured or unstructured or formal or informal, but whatever method is used, it should take place as necessary to ensure alignment and understanding of goals.

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7.	Encourage Long-Term Orientation. The adoption of a long-term perspective should encourage boards and management to generate policies for sustainable growth and earnings, and discourage excessive short-term risk taking. Investors should have discipline in ensuring that they themselves are acting in the long-term interests of their beneficiaries, ranging from dedicating the proper resources to governance and monitoring to ensuring their own reward system is consistent with a long-term strategy.
8.	Strengthen Investors’ Own Governance. Large mutual funds and pension funds hold significant stakes in corporate America and, therefore, have the greatest potential ability to influence corporate policies. However, in order to be credible advocates, they should hold themselves to high standards of governance appropriate for their own operations. Fund governance practices, which understandably differ from governance practices for publicly-traded operating companies in certain respects, still should be examined to ensure that any potential conflicts of interests are properly managed and that fiduciary obligations are met.
9.	Ensure Responsible Securities Lending. Institutional investors must balance their responsibility to be active owners with their duty to generate optimal financial returns for their beneficiaries. Securities lending practices can create a conflict with respect to whether to recall loaned securities in order to vote, or not to recall in order to preserve lending fee revenue. In the U.S., the lack of advance notice of agenda items prior to the record date can further complicate an investor’s securities recall decision. To address these issues, institutional investors should develop new policies or enhance existing ones governing their securities lending and proxy voting practices. The policies should require the investor to conduct an analysis of the relative value of lending fees versus voting rights in any given situation and require a recall of securities when the investor believes the exercise of voting rights may be necessary to maximize the long-term value of its investments despite the loss of lending fee revenue. Further, to the extent practicable and consistent with applicable regulations and existing contractual obligations, the policy should require the investor to monitor its securities lending program.
IV. CORPORATE GOVERNANCE PRINCIPLES
A. Introduction
TIAA-CREF believes 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. 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.

Below we present our basic expectations of portfolio companies. While we recognize that companies outside the United States are subject to different laws, standards and customs and are mindful that cultural differences need to be respected, we do not believe this should result in companies failing to comply with the principles presented. Furthermore, we are also mindful that companies face unique situations and that a “one size fits all” approach to corporate governance is not practical. However, when a company chooses to not to adopt a generally accepted governance practice, we expect disclosure explaining why such a decision was appropriate.
B. Expectations of Portfolio Companies
1. The Board of Directors
The board of directors in their representation of the long-term interest of shareholders is responsible for, among other things: (i) overseeing the development of the corporation’s long-term business strategy and monitoring its implementation; (ii) assuring the corporation’s financial integrity; (iii) developing compensation and succession planning policies; (iv) setting the ethical tone for the company; and (v) ensuring management accountability.
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. Shareholders in turn are obligated to monitor the board’s activities and hold directors accountable for the fulfillment of their duties.
TIAA-CREF has adopted the following principles for board structure and process:
Board Membership
1.	Director Independence. The board should be composed of a substantial majority of independent directors. A periodic examination of all relevant information should be conducted to ensure compliance with this policy. TIAA-CREF has long advocated for director independence, which 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 neither 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. Boards should be mindful that personal or business relationships, even without a financial component, can compromise independence. Any director who a disinterested observer would reasonably consider to have a “substantial” relationship with the company should not be considered independent. 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.
2.	Director Election. As discussed in more detail below, TIAA-CREF believes that a company’s charter or bylaws should dictate that directors be elected annually by a majority of votes cast.
3.	Director Compensation. 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. Director com-

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	pensation programs should include a balanced mix of cash and equity and be structured to encourage a long-term perspective.
4.	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.
5.	Other Commitments. Prior to nominating directors, the nominating and governance committee should ensure that directors are able to devote the necessary time and energy to fulfill their board responsibilities. Considerations should include, current employment responsibilities, other board and committee commitments and the travel required to attend board meetings in person.
6.	Director Education. Companies should encourage directors to attend education programs offered by the company as well as those offered externally. After an orientation program to acclimate new directors to the company’s operations and culture, directors should also receive continued training to increase their knowledge and understanding of the company’s businesses and operations. They should enroll in education programs to improve their industry-specific knowledge and understanding of their responsibilities.
Director Elections
TIAA-CREF has adopted the following policy on director elections:
1.	Directors should be elected annually 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.	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.
5.	Amendments to a company’s director election standards should be subject to a majority vote of shareholders.
	*	Votes cast should include “withholds.” Votes cast should not include “abstains,” except that “abstains” should be counted as present for quorum.
Director Nomination
1.		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 policy. A director retirement policy can contribute to board stability, vitality and renewal.
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. All directors serving on the audit committee should be financially literate and 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.	Shareholder Nominations. Boards should establish and disclose the process by which shareholders can submit nominations to be considered by the board. If the nomination is not accepted, the board should communicate to that shareholder a reason for not accepting the nomination.
4.	Proxy Access. TIAA-CREF believes that shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or absent such law if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right.
	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 should continuously monitor and evaluate the performance of the CEO and senior executives, and should oversee a succession plan for executive management. The board should disclose the succession planning process generally.
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 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.
	Board Operation
1.	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

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	encourage collegial deliberation with the active participation of all members.
2.	Executive Sessions. The full board and each board committee should hold regular executive sessions at which only independent directors are 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.
3.	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.
4.	Indemnification and Liability. It is appropriate for companies to indemnify directors for liability and legal expenses that arise in connection with their board service to the extent provided by law. However, when a court, regulator or other authoritative body has made a final determination that serious misconduct (e.g., fraud, gross negligence and breach of duty of loyalty) has occurred, then directors should not be indemnified.
5.	Role of the Chairman. 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.
	In order to ensure independent oversight, TIAA-CREF believes that the separation of CEO and chair or appointment of a lead independent director is appropriate. In addition to disclosing why a specific structure has been selected, when the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to ensure they provide an appropriate counter balance to the CEO/chair.
	Board Organization
Boards should establish at least three standing committees — an audit committee, a compensation committee and a nominating and 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.
While the responsibilities of the three primary standing committees are generally established through laws and listing standards, TIAA-CREF believes that specific attention should be given to the following:
	Compensation Committee
The Compensation Committee 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 share-

holder 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 committee, in conjunction with the full board, should confirm that the Compensation Discussion and Analysis (CD&A) accurately reflects the compensation decisions made. Since compensation practices receive such great scrutiny, below we provide principles that we believe should guide the committee’s compensation decisions.
	Audit Committee
The Audit Committee oversees the company’s accounting, compliance and in most cases risk management practices. It is responsible for ensuring the full and fair disclosure of the company’s financial condition. 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 is also responsible for overseeing the adequacy and effectiveness of the company’s internal controls. The internal audit team should report directly to the Audit Committee.
	Nominating and Governance Committee
The Nominating and Governance 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 ensuring the appropriate and effective board oversight of the company’s business. When the company’s board structure and/or governance policies are not consistent with generally accepted best practices, the committee should ensure that shareholders are provided with a reasonable explanation why the selected structure and policies are appropriate.
In addition to the three primary standing committees established through laws and listing standards, 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, human resources, public affairs, sustainability and risk committees.
TIAA-CREF has adopted the following principles for committees of the board:
1.	Each committee charter should specifically identify the role the committee plays in the overall risk management structure of the board. When a company faces numerous or acute risks, financially or operationally, the board should disclose why the current risk management structure is appropriate.
2.	Each committee should have the power to hire independent experts and advisors.
3.	Each committee should report to the full board on the issues and decisions for which it is responsible.
4.	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.

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	2. Executive Compensation
Recently, there has been an intensive focus on executive compensation by shareholders, legislators, regulators and other observers. TIAA-CREF does not believe in prescribing specific compensation programs or practices for our portfolio companies. We are mindful that each company’s situation is unique and encourage the board to craft a compensation program that is appropriately customized. As long-term investors, we support compensation policies that promote and reward the creation of long-term sustainable shareholder value.
We appreciate that boards of directors, not shareholders, are in the best position to take all of the relevant factors into consideration in establishing an executive compensation program that will attract, retain and appropriately incentivize executive management to strengthen performance and create long-term sustainable value for shareholders.
However, shareholders do have an important role in assessing the board’s stewardship of executive compensation and should engage in discussions when they believe compensation programs are not aligned in the best interests of shareholders. To that end, the board, through its Compensation Committee, along with executive management, is responsible for providing shareholders with a detailed explanation of the company’s compensation philosophy, including explanations of all components of the program, through disclosure in the CD&A and the board Compensation Committee Report.
Although we do not prescribe specifics, below we outline the general principles that should guide the establishment of compensation plans and CD&A disclosures.
	General Principles
Executive compensation should be based on the following principles:
1.	Compensation should be objectively linked to appropriate company-specific metrics that drive long-term sustainable value and reflect operational parameters that are affected by the decisions of the executives being compensated.
2.	Compensation plans should be based on a performance measurement cycle that is consistent with the business cycle of the corporation.
3.	Compensation should include a mixture of cash and equity that is appropriate based on the company’s compensation philosophy without incentivising excessive risk.
4.	Compensation should consider the overall performance of the company as well as be based on each executive’s responsibilities and criteria that are actually within each executive’s control or influence.
5.	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.
6.	The board should not unduly rely on comparative industry data and other outside surveys to make compensations determinations; especially if such information is inconsistent with the company’s compensation philosophy.
7.	Compensation Committees should work only with consultants who are independent of management.

8.	Companies should use peer groups that are consistent with their industry, size, scope and market for executive talent.
9.	Executive performance evaluations should include a balance between formulaic and subjective analysis without being overly reliant on either.
10.	If employment contracts are in place for named executive officers, such contracts should balance the need to attract and retain the services of the executive with the obligation to avoid exposing the company to liability, unintended costs and excessive transfers of corporate treasury; especially in the event of terminations for misconduct, gross mismanagement or other reasons constituting a “for cause” termination.
	Principles Specific to Equity-Based Compensation 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 has increased in recent years. 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.
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 simply an unintended consequence.
2.	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 types of equity used. Equity that is not linked to performance metrics runs the risk of rewarding or punishing executives for market movements beyond their control.
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.	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.
6.	Equity-based plans should establish minimum vesting requirements and avoid accelerated vesting.
7.	Equity-based plans should specifically prohibit any direct or indirect change to the strike price or value of options without the approval of shareholders.
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 stock ownership requirements for directors and company executives to ensure their interests are aligned with shareholders.
10.	Backdating of option grants should be prohibited. Issuance of stock or stock options timed to take advantage of nonpublic

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	information with short-term implications for the stock price should also be prohibited.
11.	Equity plans should prohibit recipients from hedging or otherwise reducing their exposure to changes in the company’s stock price as this can result in their interests no longer being aligned with shareholders.
12.	Generally, dividends (or equivalents) associated with unvested shares should be accrued, payable after the shares have vested and such amounts should be disclosed. However, if dividends are paid on unvested shares then such payment amounts should be disclosed along with a reasonable rationale.
	Compensation Discussion and Analysis
A company’s compensation disclosure should be based on the following principles:
1.	The disclosure should be clear, concise and generally able to be understood by any reasonably informed shareholder.
2.	The disclosure should explain how the program seeks to identify and reward the value added by management.
3.	The disclosure should identify how compensation is linked to long-term sustainable value creation.
4.	Performance metrics, weights and targets should be disclosed, including why they are appropriate given the company’s business objectives and how they drive long-term sustainable value.
5.	When possible, charts should be used in conjunction with narratives to enhance comprehension.
6.	When compensation decisions are inconsistent with generally accepted practices, care should be given to provide shareholders with a reasonable explanation as to why such actions were deemed appropriate.
7.	Significant changes to the compensation program from year to year and accompanying rationale should be prominently identified.
8.	Companies should explain their rationale for the peer group selected, including reasons for (a) changes to the group from year to year and (b) any differences in the peer group of companies used for strategic and business purposes and the peer group used for compensation decisions.
9.	Non-GAAP financial performance measures should be presented alongside their GAAP counterparts with an explanation of why each adjustment was made.
10.	Tax gross-ups, if not generally available to all employees, should be accompanied by disclosure explaining why they are reasonable and necessary.
11.	If employment contracts are in place for named executive officers, such contracts should be disclosed in detail with an explanation of how such contracts are in the best interest of the company and its shareholders.
V. ENVIRONMENTAL AND SOCIAL ISSUES
A. Introduction
As a matter of good corporate governance, boards should carefully consider the strategic impact of environmental and social responsibility on long-term shareholder value. Over the last several years, numerous innovative best practices have emerged within corporations that promote risk management

(including reputational risk) and sustainable competitiveness. 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. To ensure companies have the best possible information about their relationship with their stakeholders, directors should encourage dialogue between the company and its investors, employees, customers, suppliers and the larger community.
We believe that investors should encourage a long-term perspective regarding sustainability and social responsibility, which may impact the long-term performance of both individual companies and the market as a whole. We communicate directly with companies to encourage careful consideration of sustainable practices and disclosure. TIAA-CREF may support reasonable shareholder resolutions on social and environmental topics that raise relevant economic issues for companies. In casting our votes, we consider whether the resolution respects the proper role of shareholders and boards in overseeing company policy, as well as any steps that the company may have taken to address concerns.
B. Issues of Concern
While our policies are not intended to be prescriptive, we believe that the following issues merit board and investor attention:
	1. Environment and Health
We believe that changes in the natural environment, associated human health concerns, and growing national and international efforts to mitigate these concerns will pose risks and opportunities for companies. In particular:
	•	A company’s greenhouse gas emissions and its vulnerability to climate change may represent both short-term and long-term potential risks;
	•	Hazards related to safety or toxic emissions at business facilities may expose companies to such risks as regulatory penalties, legal liability, diminished reputation, increased cost and loss of market share;
	•	Expectations of growing resource scarcity, especially with regard to energy, biodiversity, water and forest resources present long-term challenges and uncertainties for businesses; and
	•	Significant public health impacts may result from company operations and products, and global health pandemics may disrupt company operations and long-term growth.
Conversely, strategic management of health and environmental challenges may provide opportunities for enhanced efficiency, reputation, product innovation and competitive advantage. We believe that boards and managers should integrate health and environmental considerations into strategic deliberations. Consistent with long-term business strategic goals, companies should develop and implement policies designed both to mitigate and adapt to these challenges, and to make reasonable disclosures about efforts to manage these concerns.
	2. Human Rights
Adoption and enforcement of human rights codes and fair labor standards, including supply and distribution chains where appropriate, can help a company protect its reputation, increase

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worker productivity, reduce liability, improve customer loyalty and gain competitive advantage.

          Companies may face legal or reputational risks relating to perceived violations, or complicity in violations, of internationally recognized human rights. While it is the duty of states to protect labor and human rights through the enforcement of national and local laws, companies should strive to respect these rights by developing policies and practices to avoid infringing on the rights of workers, communities and other stakeholders throughout their global operations.

          The international community has established numerous conventions, covenants and declarations which together form a generally accepted framework for universal human rights. Though most of these instruments are intended to define state duties, the principles underlying these standards form the basis for public judgments about corporate human rights performance. Companies should determine which of these rights may be impacted by company operations and relationships and adopt labor and human rights policies that are consistent with the fundamental attributes of these norms. Examples include freedom of expression, personal security, indigenous rights and labor standards related to child and forced labor, discrimination, and freedom of association and collective bargaining.

          Companies should be transparent about their policies and develop monitoring systems to ensure compliance by employees, and, where appropriate, business partners. Companies should pay heightened attention to human rights in regions characterized by conflict or weak governance, while it may be more appropriate to emphasize legal compliance in stable countries with well-functioning governments and regulatory systems in place.

          In the experience of TIAA-CREF, long-term shareholder engagement with companies is the most effective and appropriate means of promoting corporate respect for human rights. However, in the rarest of circumstances and consistent with Section II of this document, we may, as a last resort, consider divesting from companies we judge to be complicit in genocide and crimes against humanity, the most serious human rights violations, after sustained efforts at dialogue have failed and divestment can be undertaken in a manner consistent with our fiduciary duties.

          3. Diversity and Non-Discrimination

          Promoting diversity and maintaining inclusive workplace standards can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Boards and management should strive to create a culture of inclusiveness and acceptance of differences at all levels of the corporation. Companies should be aware of any potential failures to provide equal opportunities and develop policies and initiatives to address any concerns.

          Boards of directors can also benefit from a diversity of perspective and demographics. Though we do not believe in quotas, we believe that nominating committees should develop appropriate diversity criteria for director searches to ensure that candidates are drawn from the broadest possible pool of talent. Companies should disclose how diversity policies support corporate efforts to strengthen the effectiveness of their boards.

          Given changing cultural norms, companies should reference sexual orientation and gender identity in corporate non-discrimination policies, even when not specifically required by law.

          4. Philanthropy and Corporate Political Influence

          Without effective oversight, excessive or poorly managed corporate political spending may pose risks to shareholders, including the risk that corporate political spending may benefit political insiders at the expense shareholder interests. Given increased public scrutiny of corporate political activities, we believe it is the responsibility of company boards to review and disclose the use of corporate assets to influence the outcomes of elections. Companies involved in political activities should disclose information about contributions as well as the board and management oversight procedures designed to ensure that political expenditures are made in compliance with all laws and in the best interests of shareholders.

          Boards should also oversee charitable contributions to ensure that these are consistent with the values and strategy of the corporation. Companies should disclose their corporate charitable contributions, and boards should adopt policies that prohibit corporate contributions that would pose any actual or perceived risk to director independence.

          5. Product Responsibility

          Failure to manage the potential hazards created by their products and services can create long-term risks for companies and undermine public faith in the market. 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.

          Companies should carefully analyze the potential risks related to the use of their products, develop policies to manage any potential concerns, and disclose results to shareholders.

APPENDIX A: PROXY VOTING GUIDELINES

A. Introduction

          TIAA-CREF’s voting practices are guided by our mission and obligations to our participants and shareholders. 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 shareholders 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 on any particular proposal. We vote proxies in accordance to what we believe is in the best interest of our participants and shareholders. In making those decisions 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.

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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.
B. Guidelines for Board-Related Issues
	Policy Governing Votes on Directors:
General Policy: TIAA-CREF will generally vote in favor of the board’s nominees. However, we will consider withholding or voting against some or all directors in the following circumstances:
	•	When we 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, excessively dilutive equity grants, egregious compensation practices, unequal treatment of shareholders, adoption of inappropriate antitakeover devices, and 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.
	•	When a director has consistently failed to attend board and committee meetings without an appropriate rationale being provided.
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.
	Contested Elections:
General Policy: TIAA-CREF will generally vote for the candidates we believe will best represent the interests of long-term shareholders.
	Majority Vote for the Election of Directors:
General Policy: As indicated in Section IV 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.
	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.

	Establish Specific Board Committees:
General Policy: TIAA-CREF will generally vote against shareholder resolutions asking the company to establish specific board committees unless we believe specific circumstances dictate otherwise.
	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.
C. Guidelines for Other Governance Issues
	Separation of Chairman and Chief Executive Officer:
General Policy: TIAA-CREF will generally not support shareholder resolutions asking that the roles of Chairman and CEO be separated. However we may support such resolutions where we believe that there is not a bona-fide lead independent director and the company’s corporate governance practices or business performance are materially deficient.
	Ratification of Auditor:
General Policy: TIAA-CREF will generally support the board’s choice of auditor and believe we should be able to do so annually. However, TIAA-CREF will consider voting against the ratification of an audit firm where non-audit 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.
	Right to call a Special Meeting:
General Policy: TIAA-CREF will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.
	Right to Act by Written Consent:
General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions asking that they be granted the ability to act by written consent.

B-50     Statement of Additional Information  §  College Retirement Equities Fund

	Antitakeover Devices (Poison Pills):
General Policy: TIAA-CREF will consider on a case-by-case basis proposals relating to the adoption or rescission of antitakeover devices with attention to the following criteria:
	•	Whether the company has demonstrated a need for antitakeover 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; and
	•	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 evaluate on a case-by-case basis proposals for reincorporation taking into account the intention of the proposal, established laws of the new domicile and jurisprudence of the target domicile. We will not support the proposal if we believe the intention is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.
D. 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%. 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.
We generally note the following red flags when evaluating executive compensation:
	•	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 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.

	•	Misalignment of Interests: TIAA-CREF supports equity ownership requirements for senior executives and directors to align their 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.
	Shareholder Resolutions on Executive Compensation:
General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
	Advisory Vote on Compensation Disclosure:
General Policy: TIAA-CREF prefers that companies offer an annual non-binding vote on executive compensation (“say on pay”). In absence of an annual vote, companies should clearly articulate the rationale behind offering the vote less frequently. We will consider on a case-by-case basis advisory vote on executive compensation proposals with reference to our compensation disclosure principles noted in Section IV of this Policy Statement.

College Retirement Equities Fund  §  Statement of Additional Information     B-51

	Golden Parachutes:
General Policy: TIAA-CREF will vote on a case-by-case basis on golden parachutes proposals taking into account the structure of the agreement and the circumstances of the situation. However, we would prefer to see a double trigger on all change of control agreements.
E. Guidelines for Environmental and Social Issues
As indicated in Section V, 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.
	Global Climate Change:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.
	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 the efficiency of its use of natural resources.
	Impact on Ecosystems:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards that result from its operations or activities to local, regional or global ecosystems.
	Global Labor Standards:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.
	Diversity and Non-Discrimination:
	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 and board diversity policies and practices.
	Global Human Rights Codes of Conduct:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights

policies, especially regarding company operations in conflict zones or weak governance.
	Corporate Response to Global Health Risks:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.
	Corporate Political Influence:
	General Policies:
	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s political expenditures, including board oversight procedures, direct political expenditures, and contributions to third parties for the purpose of influencing election results.
	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.
	•	TIAA-CREF may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA-CREF or the long-term health of the corporation.
	Animal Welfare:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions asking for reports on the company’s impact on animal welfare.
	Product Responsibility:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure relating to the safety and impact of a company’s products on the customers and communities it serves.
	Predatory Lending:
General Policy: TIAA-CREF will generally support reasonable shareholder resolutions asking companies for disclosure about the impact of lending activities on borrowers and policies designed to prevent predatory lending practices.
	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 exposure to tobacco products among the young or other vulnerable populations.
	•	TIAA-CREF will generally not support shareholder resolutions seeking to alter the investment policies of financial institutions or to require divestment of tobacco company stocks.

B-52     Statement of Additional Information  §  College Retirement Equities Fund

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730 Third AvenueNew York, NY 10017-3206

NCI-SFI-COC-163 A10894 (5/11)

Printed on paper containing recycled fiber

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, 2010 and Statement of Investments as filed with the Commission as part of the Form N-CSR on March 1, 2011.

(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)
		(k)	Form of Custodial Undertaking In Connection with Master Repurchase Agreement dated March 8, 2010 between TIAA-CREF Investment Management, LLC, Goldman, Sachs & Co. and The Bank of NY Mellon(14)
	(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)
	(e)	Termination Agreement dated January 1, 2009, by and among College Retirement Equities Fund and TIAA-CREF Individual & Institutional Services, LLC(13)
	(f)	Administrative Services Agreement, dated January 1, 2009, by and between College Retirement Equities Fund and Teachers Insurance and Annuity Association of America(13)
	(g)	Principal Underwriting and Distribution Services Agreement, dated January 1, 2009, by and between the College Retirement Equities Fund and TIAA-CREF Individual & Institutional Services, LLC(13)
	(h)	Schedule C (2010 Reimbursement Rates), effective May 1, 2010, to the Administrative Services Agreement between College Retirement Equities Fund and Teachers Insurance and Annuity Association of America(11)
	(i)	Schedule B (2010 Reimbursement Rates), effective May 1, 2010, to the Principal Underwriting and Distribution Services Agreement between College Retirement Equities Fund and TIAA-CREF Individual & Institutional Services LLC(14)
	(j)	Form of Schedule B (2011 Reimbursement Rates), effective May 1, 2011 to the Principal Underwriting and Administrative Services Agreement between CREF and TIAA-CREF Individual & Institutional Services, Inc.*
	(k)	Form of Schedule C (2011 Reimbursement Rates), effective May 1, 2011 to the Administrative Services Agreement between College Retirement Equities Fund and Teachers Insurance and Annuity Association of America*
(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)	Forms of CREF Group Unit Annuity(12)
	(xi)	Forms of CREF After-Tax Retirement Unit Annuity(12)
	(xii)	Forms of CREF Individual Retirement Unit Annuity(12)
	(xiii)	Forms of CREF Roth Individual Retirement Unit Annuity(12)
	(xiv)	Endorsement to Deferred Unit Annuity Certificate (clarifies determination of death benefit) (12)
	(xv)	Endorsement to CREF Supplemental Retirement Unit-Annuity and CREF Group Retirement Unit-Annuity (reflects changes resulting from EGTRRA of 2001) (12)
	(xvi)	Endorsement to CREF Supplemental Retirement Unit-Annuity and CREF Group Retirement Unit-Annuity (internal transfers and guarantees for transfers to TIAA) –C996.2(12)

		(xvii)	Endorsement to CREF Deferred Unit-Annuity Certificate (revises default premium allocation to employer retirement plan’s rules, or if none, to the CREF Money Market Account)(13)
	(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)
		(i)	Retirement Choice Annuity Certificate - Group Flexible Premium Deferred Variable Annuity Certificate (CIGRS-CERT2)*
		(ii)	Retirement Choice Annuity Certificate - Group Flexible Premium Deferred Variable Annuity Certificate (CIGRSP-CERT2)*
	(w)	IRA Certificate for Individual Flexible Premium Deferred Variable Unit-Annuity (CREF-IRA-01)*
		(i)	Endorsement to Your CREF IRA Certificate Individual Flexible Premium Deferred Variable Unit-Annuity (CIRA-2007-LRM)*
	(x)	Roth IRA Certificate for Individual Flexible Premium Deferred Variable Unit-Annuity (CREF-Roth-01)*
		(i)	Endorsement to Your CREF Roth IRA Certificate Individual Flexible Premium Deferred Variable Unit-Annuity (CROTH-2007-LRM)*
	(y)	Endorsement to Your CREF Unit-Annuity Contract (CEW-E1)*
	(z)	Endorsement to Your CREF Unit-Annuity Contract (CEW-CRT-E1)*
	(aa)	Group Accumulation Contract (CLC-CREF)*
	(bb)	Endorsement to Your CREF Retirement Choice Unit-Annuity Contract or CREF Retirement Choice Plus Unit-Annuity Contract (CIGRSP-EACCT-E2)*
(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 (one for the business owner and one for an employee) (13)
	(m)	Application for Traditional, Roth, and SEP IRA contracts)(11)
	(n)	Enrollment Forms in various combinations for the following contracts/certificates: Retirement Unit-Annuity, Supplemental Retirement Unit-Annuity, Group Retirement Unit-Annuity, and Group Supplemental Retirement Unit-Annuity (11)
	(o)	Enrollment Form for Group Supplemental Retirement Annuity Certificates for institutionally owned deferred compensation plans(11)
	(p)	Enrollment Form for Group Retirement Annuity Certificates for institutionally owned deferred compensation plans(11)
(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)
	(t)	Schedule B (2010 Reimbursement Rates), effective May 1, 2010, to the Amended and Restated Investment Management Services Agreement between College Retirement Equities Fund and TIAA-CREF Investment Management, LLC(14)
	(u)	Schedule B (2011 Reimbursement Rates), effective May 1, 2011, to the Amended and Restated Investment Management Services Agreement between College Retirement Equities Fund and TIAA-CREF Investment Management, LLC*
	(v)	Money Market Account Expense Waiver Recoupment Agreement between College Retirement Equities Fund and Teachers Insurance

		and Annuity Association of America dated as of October 1, 2010*
(12)	(a)	Opinion and Consent of Jonathan W. Feigelson, 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)
(16)	(a)	Code of Ethics CREF, Funds and Advisers as revised effective January 1, 2011
(17)	Schedules for Computation of Performance Quotations (N/A) (9)
(18)	Powers of Attorney (11)

*	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.
(12)	Previously filed in Post-effective Amendment No. 48 to Form N-3 dated May 1, 2008 (File No. 33-00480) and incorporated herein by reference.
(13)	Previously filed in Post-effective Amendment No. 49 to Form N-3 dated May 1, 2009 (File No. 33-00480) and incorporated herein by reference.
(14)	Previously filed in Post-effective Amendment No. 49 to Form N-3 dated May 1, 2010 (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 December 31, 2010, there were approximately 3.7 million individuals and over 15,000 institutions holding CREF certificates. As of February 28, 2011 CREF had 53,019 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

          TIAA-CREF Institutional & Individual Services, LLC (“Services”) acts as the principal underwriter for CREF. The Managers of Services are Matthew Kurzweil, Kathie Andrade, Eric T. Jones, Carol Deckbar, Peter Kennedy, Anthony Garcia and Brian Bohaty. The officers of Services are as follows:

Name and Principal Business Address*	Positions and Offices with	Positions and Offices with
	Underwriter	Registrant
Matthew L. Kurzweil	Chairman	None
Eric T. Jones	President and Chief Executive Officer
Peter Kennedy	Vice President and Chief Operating Officer	None
Patricia Ann Conti	Vice President and Chief Financial Officer	None
Adym Rygmyr	Vice President and Chief Legal Officer	None
Kathleen Eckert	Vice President, Tax	None
Raymond Bellucci	Vice President	None
Mark Campisano	Vice President	None
Douglas Chittenden	Vice President	None
Linda Dougherty	Vice President	None
Pamela Lewis Marlborough	Vice President	None
James Nichols	Vice President	None
Marjorie Pierre-Merritt	Secretary	None
William Bair	Controller	None
Samuel Turvey	Chief Compliance Officer	None
Thomas Dudek	Anti-Money Laundering Officer	None
Jorge Gutierrez	Treasurer	None
Jennifer Sisom	Assistant Treasurer	None
Janet Acosta	Assistant Secretary	None
Leroy Foster	Assistant Secretary	None
Brian Bohaty	Director, Operations	None
Patricia Adams	Assistant Director, Operations	None

* The business address of all directors and officers of Services is 730 Third Avenue, 12^th Floor, New York, NY 10017-3206.

          Additional information about the officers of Services can be found on Schedule A of Form BD for Services, as currently on file with the Commission (File No. 8-44454).

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 Iron Mountain (Pierce Leahy) Archives, 64 Leone Lane, Chester, NY 10918, 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, CREF 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, 2011.

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 Executive Officer)	April 28, 2011
Roger W. Ferguson, Jr.
/s/ Virginia M. Wilson	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	April 28, 2011
Virginia Wilson

SIGNATURE OF TRUSTEE		DATE	SIGNATURE OF TRUSTEE		DATE
*			*
Nancy Eckl	April 28, 2011		Nancy L. Jacob	April 28, 2011
*			*
Forrest Berkley	April 28, 2011		Bridget A. Macaskill	April 28, 2011
*			*
Michael A. Forrester	April 28, 2011		James M. Poterba	April 28, 2011
*			*
Howell E. Jackson	April 28, 2011		Maceo K. Sloan	April 28, 2011
			*
			Laura T. Starks	April 28, 2011

/s/ Stewart P. Greene
Stewart P. Greene	April 28, 2011
as attorney-in-fact

* Signed by Stewart P. Greene pursuant to powers of attorney previously filed with the SEC, which are incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
(5)(j)	Form of Schedule B (2011 Reimbursement Rates), effective May 1, 2011 to the Principal Underwriting and Distribution Services Agreement between College Retirement Equities Fund and TIAA-CREF Individual & Institutional Services, LLC
(5)(k)	Form of Schedule C (2011 Reimbursement Rates), effective May 1, 2011 to the Administrative Services Agreement between College Retirement Equities Fund and Teachers Insurance and Annuity Association of America
(6)(v)(i)	Retirement Choice Annuity Certificate - Group Flexible Premium Deferred Variable Annuity Certificate (CIGRS-CERT2)
(6)(v)(ii)	Retirement Choice Annuity Certificate - Group Flexible Premium Deferred Variable Annuity Certificate (CIGRSP-CERT2)
(6)(w)	IRA Certificate for Individual Flexible Premium Deferred Variable Unit- Annuity (CREF-IRA-01)
(6)(w)(i)	Endorsement to Your CREF IRA Certificate Individual Flexible Premium Deferred Variable Unit-Annuity (CIRA-2007-LRM)
(6)(x)	Roth IRA Certificate for Individual Flexible Premium Deferred Variable Unit-Annuity (CREF-Roth-01)
(6)(x)(i)	Endorsement to Your CREF Roth IRA Certificate Individual Flexible Premium Deferred Variable Unit-Annuity (CROTH-2007-LRM)
(6)(y)	Endorsement to Your CREF Unit-Annuity Contract (CEW-E1)
(6)(z)	Endorsement to Your CREF Unit-Annuity Contract (CEW-CRT-E1)
(6)(aa)	Group Accumulation Contract (CLC-CREF)
(6)(bb)	Endorsement to Your CREF Retirement Choice Unit-Annuity Contract or CREF Retirement Choice Plus Unit-Annuity Contract (CIGRSP-EACCT- E2)
(11)(u)	Schedule B (2011 Reimbursement Rates), effective May 1, 2011, to the Amended and Restated Investment Management Services Agreement between College Retirement Equities Fund and TIAA-CREF Investment Management, LLC
(11)(v)	Money Market Account Expense Waiver Recoupment Agreement between College Retirement Equities Fund and Teachers Insurance and Annuity Association of America dated as of October 1, 2010
12(a)	Consent of Jonathan Feigelson, Esq.
12(b)	Consent of Dechert LLP
13	Consent of PricewaterhouseCoopers LLP
(16)(a)	Code of Ethics CREF, Funds and Advisers as revised effective January 1, 2011

EX-99.5(K)

Exhibit 5(k)

Administrative Services Agreement
Between College Retirement Equities Fund and
Teachers Insurance and Annuity Association of America

SCHEDULE C

2011 Reimbursement Rates

For the services rendered and expenses incurred in connection with the Administrative Services as provided in this Agreement, the amount currently payable from the net assets of each Account each Valuation Day for each Calendar Day of the Valuation Period (May 1, 2011 through April 30, 2012) ending on that Valuation Day will be 0.00072% (corresponding to an annual rate of 0.265% of average daily net assets).

Date: Effective May 1, 2011 in accordance with prior approval by the CREF Board on March 31, 2011

EX-99.(6)(V)(I)

Exhibit 6(v)(i)

College Retirement Equities Fund
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

Retirement Choice Annuity Certificate

This certificate is issued to you, the employee, by us, College Retirement Equities Fund (CREF), in connection with amounts recorded in your name under an employer plan funded by a CREF Retirement Choice Annuity Contract. Your employer plan sponsor is the contractholder to whom the contract is issued. The contract shall govern the payment of all benefits by CREF and the rights and obligations of CREF, the contractholder, and you. This certificate refers briefly to some of the contract’s features.

CREF will pay to the contractholder all benefits set forth, with respect to you, under the terms of the contract and in accordance with the employer plan of the contractholder as from time to time amended, or any successor plan. Your rights under the contract are those in accordance with the terms of the employer plan and as delegated to you by the contractholder.

     President and

Chief Executive Officer

Group Flexible Premium Deferred Variable Annuity Certificate

CIGRS-CERT2 Page 1

Your CREF Retirement Choice Annuity Certificate

Your Rights
The contractholder owns the contract. The contractholder may, to the extent permitted by law, exercise every right that is granted to the contractholder under the contract without the consent of any other person unless the right has been given to such other person under the contract and authorized by the contractholder.

Your right (or that of your beneficiaries, after your death) to make choices and elections available under the contract, with respect to amounts recorded in your name under the contract, is subject to the authorization of the contractholder. Such rights include but are not limited to the right to allocate premiums, name a second participant, designate beneficiaries and payees, elect lump-sum benefits, make transfers, and choose forms of benefit payment. The contractholder may revoke or modify any such authorization. Notwithstanding the authorization of the contractholder, such rights are subject to the vesting provisions of the employer plan.

Allocation Options
Premiums are allocated among the CREF Accounts offered under the terms of the employer plan. Each premium allocated to a CREF account purchases a number of accumulation units in that CREF account. Accumulations in CREF accounts are not guaranteed and may increase or decrease depending primarily on investment results.

Accumulations
A record of your accumulation is maintained for the sole purpose of providing a record of amounts held under the contract on your behalf. Your accumulation is equal to the value of the accumulation units owned in all accounts under the contract that are held on your behalf. Your rights under the contract are those in accordance with the terms of the employer plan and as delegated to you by the contractholder.

Lump-sum Benefits
Under the terms of the contract, the contractholder may permit you to withdraw all your accumulation in an account, 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.

Transfers
Under the terms of the contract, the contractholder may permit you to transfer all of your accumulation in a CREF account, or any part thereof, not less than $1,000, to purchase accumulation units in one of the other CREF accounts under the contract, or to the companion TIAA contract, if any. The contractholder may also permit you to transfer your accumulation in such companion TIAA contract, if any, to the CREF contract. CREF reserves the right to limit internal transfers from each account to not more than one in a calendar quarter. CREF reserves the right to stop accepting internal transfers to any CREF account at any time.

Death Benefits
If you die, your accumulation will provide for a death benefit for your beneficiary. The death benefit is the current value of your accumulation under the contract. It will be payable to the contractholder on behalf of your beneficiary, in accordance with the terms of the employer plan of the contractholder.

CIGRS-CERT2 Page 2

Your CREF Retirement Choice Annuity Certificate

Employer Plan Fee Withdrawals
The contractholder may, in accordance with the terms of the employer plan, and with CREF’s approval, instruct CREF to withdraw amounts from the accumulation units of the accounts under the contract, to pay fees associated with the administration of the plan. CREF reserves the right to suspend or reinstate its approval for a plan to make such withdrawals from the contract.

Contractholder Rights
The contractholder owns the contract. The contractholder may, to the extent permitted by law, exercise every right that is granted to the contractholder under the contract without the consent of any other person unless the right has been given to such other person under the contract and authorized by the contractholder.

The contractholder has the right to withdraw as a lump-sum payment the contract’s entire accumulation in an account.

CIGRS-CERT2 Page 3

Your CREF Retirement Choice Annuity Certificate

Group Flexible Premium Deferred Variable Annuity Certificate

CIGRS-CERT2 Page 4

EX-99.(6)(V)(II)

Exhibit 6(v)(ii)

College Retirement Equities Fund
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

Retirement Choice Plus Annuity Certificate

This certificate is issued to you, the employee, by us, College Retirement Equities Fund (CREF), in connection with amounts recorded in your name under an employer plan funded by a CREF Retirement Choice Plus Annuity Contract. Your employer plan sponsor is the contractholder to whom the contract is issued. The contract shall govern the payment of all benefits by CREF and the rights and obligations of CREF, the contractholder, and you. This certificate refers briefly to some of the contract’s features.

CREF will pay to the contractholder all benefits set forth, with respect to you, under the terms of the contract and in accordance with the employer plan of the contractholder as from time to time amended, or any successor plan. Your rights under the contract are those in accordance with the terms of the employer plan and as delegated to you by the contractholder.

     President and

Chief Executive Officer

Group Flexible Premium Deferred Variable Annuity Certificate

CIGRSP-CERT2 Page 1

Your CREF Retirement Choice Plus Annuity Certificate

Your Rights
The contractholder owns the contract. The contractholder may, to the extent permitted by law, exercise every right that is granted to the contractholder under the contract without the consent of any other person unless the right has been given to such other person under the contract and authorized by the contractholder.

Your right (or that of your beneficiaries, after your death) to make choices and elections available under the contract, with respect to amounts recorded in your name under the contract, is subject to the authorization of the contractholder. Such rights include but are not limited to the right to allocate premiums, name a second participant, designate beneficiaries and payees, elect lump-sum benefits, make transfers, and choose forms of benefit payment. The contractholder may revoke or modify any such authorization. Notwithstanding the authorization of the contractholder, such rights are subject to the vesting provisions of the employer plan.

Allocation Options
Premiums are allocated among the CREF Accounts offered under the terms of the employer plan. Each premium allocated to a CREF account purchases a number of accumulation units in that CREF account. Accumulations in CREF accounts are not guaranteed and may increase or decrease depending primarily on investment results.

Accumulations
A record of your accumulation is maintained for the sole purpose of providing a record of amounts held under the contract on your behalf. Your accumulation is equal to the value of the accumulation units owned in all accounts under the contract that are held on your behalf. Your rights under the contract are those in accordance with the terms of the employer plan and as delegated to you by the contractholder.

Lump-sum Benefits
Under the terms of the contract, the contractholder may permit you to withdraw all your accumulation in an account, 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.

Transfers
Under the terms of the contract, the contractholder may permit you to transfer all of your accumulation in a CREF account, or any part thereof, not less than $1,000, to purchase accumulation units in one of the other CREF accounts under the contract, or to the companion TIAA contract, if any. The contractholder may also permit you to transfer your accumulation in such companion TIAA contract, if any, to the CREF contract. CREF reserves the right to limit internal transfers from each account to not more than one in a calendar quarter. CREF reserves the right to stop accepting internal transfers to any CREF account at any time.

Death Benefits
If you die, your accumulation will provide for a death benefit for your beneficiary. The death benefit is the current value of your accumulation under the contract. It will be payable to the contractholder on behalf of your beneficiary, in accordance with the terms of the employer plan of the contractholder.

CIGRSP-CERT2 Page 2

Your CREF Retirement Choice Plus Annuity Certificate

Employer Plan Fee Withdrawals
The contractholder may, in accordance with the terms of the employer plan, and with CREF’s approval, instruct CREF to withdraw amounts from the accumulation units of the accounts under the contract, to pay fees associated with the administration of the plan. CREF reserves the right to suspend or reinstate its approval for a plan to make such withdrawals from the contract.

Contractholder Rights
The contractholder owns the contract. The contractholder may, to the extent permitted by law, exercise every right that is granted to the contractholder under the contract without the consent of any other person unless the right has been given to such other person under the contract and authorized by the contractholder.

The contractholder has the right to withdraw as a lump-sum payment the contract’s entire accumulation in an account.

CIGRSP-CERT2 Page 3

Your CREF Retirement Choice Plus Annuity Certificate

Group Flexible Premium Deferred Variable Annuity Certificate

CIGRSP-CERT2 Page 4

EX-99.6(W)

Exhibit (6)(w)

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: [01-01-2009]

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 YOUR CERTIFICATE. IT IS IMPORTANT.

GENERAL DESCRIPTION

All premiums for this certificate 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 available CREF accounts. Premiums purchase accumulation units representing your shares in the accounts. 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.

If you die before your certificate’s maturity date, your accumulation will provide a death benefit for your beneficiaries.

You may withdraw all or part of your accumulation before your certificate’s maturity date.

You may transfer all or part of your accumulation among the CREF accounts, or to your companion TIAA contract.

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.

If you have any questions about your certificate or need help to resolve a problem, you can contact us at the address or phone number above.

Individual Flexible Premium Deferred Variable Unit-Annuity

CREF-IRA-01 Index on Next Page Page 1

Your CREF IRA Certificate

INDEX OF PROVISIONS

	Section
Accounts
- Definition	1
- Deletion	68
Accumulation	3
Accumulation Units - Definition	2
Amendment - Right to Amend	75
Annuity Benefit
- Annuity Unit	5
- Unit-Annuity	23
Annuity Starting Date
- Change of	33
- Definition	4
Assignment - Void and of No Effect	64
Benefits
- Based on Incorrect Data	72
- Requests for	78
Business Day	7
Certificate	25
- Contestability	26
- Protection Against Lapse	32
Claims of Creditors
- Protection Against	66
Commuted Value	8
Companion TIAA Contract	27
Compensation	9
Correspondence with us	78
Death Benefit
- Beneficiaries	6
- Naming	39
- Definition	10
- Internal Transfers and Switches Available to a Beneficiary	43
- Methods of Payment	40
- Number of Annuity Units	41
- Payment	38
- After Death of a Beneficiary	42
Distribution
- Amount Required
to be Distributed	59
- Beginning Distributions	55
Distribution Periods, Requirements
- Distribution after Death	60
- Life Expectancy	56
- Limits on Distribution Periods	58
- Required Beginning Date	20
Distribution Requirements
- Application of	54
- Designated Beneficiary	57
Elections and Changes - Procedure	77
Errors - Premium Received in Error	76
	Section
Exclusive Benefit	65
Funding Vehicle	11
Income Benefit
- Definition	12
- Guaranteed Period	35
- Internal Transfers and Switches
Under a Unit-annuity	37
- Number of Annuity Units	36
- Options	34
- Starting Payments	33
Income Change Method	13
Internal Transfers
- Availability	44
- Crediting	47
- Definition	14
- Effective Date	45
- Systematic	46
- To a TIAA Payout Annuity	48
IRA	15
IRA Amount	29
IRC	16
Laws and Regulations
- Compliance with	74
Loans Not Available	63
Lump-sum Benefit
- Availability of	49
- Definition	17
- Effective Date	50
- Payment of	51
- Systematic Withdrawals	52
- to Pay Financial Advisor Fees	53
Maturity Date	18
Non-Forfeiture of Benefits	67
Ownership	62
Payee	19
Payment to an Estate, Trustee, etc.	70
Premiums
- Allocation	30
- Definition	28
- Taxes	31
Proof of Survival	73
Report of Accumulation	61
Rules of the Fund	21
Second Participant	22
Service of Process upon CREF	71
Tax-Free Rollover - Right to	69
Valuation Day	24

CREF-IRA-01 Page 2

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:	[01-01-2009]
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 State], and is subject to the laws and regulations thereof.

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Your CREF IRA Certificate

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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 68.

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 from that account; or
D)	any accumulation units from that account are applied to the payment of income benefits, lump-sum benefits, death benefits, or internal transfers; or
E)	any required minimum distributions are paid 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 first 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 provided that it not be later than your required beginning date, as described in section 20.
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.

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Your CREF IRA Certificate

	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 or entities you name, in a form satisfactory to CREF as explained in section 39, to receive the death benefit if you die before your certificate’s maturity 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.
10.	The death benefit is the current value of your accumulation. It will be paid to your beneficiaries under one of the methods set forth in Part E if you die before your certificate’s maturity 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 IRA.
12.	An income benefit is a variable income payable to you under one of the income options set forth in Part D.
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 its 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.

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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.	Your certificate’s maturity date is the date as of which all accumulations under the certificate have been distributed or used to provide annuity benefits. As of the maturity date, all of CREF’s obligations under this certificate will have been satisfied.
19.	The payee is a person or entity 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 35 and 42.
20.	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. Generally, it is the April 1 following the calendar year in which you attain age 70½.
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 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 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.
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 of America (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.
28.	Premiums. All premiums must be IRA amounts, and each premium must be at least $100. Premiums include any transfers, other than internal transfers, to this certificate from other funding vehicles.

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	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.
	CREF will not accept premiums paid on your behalf after your certificate’s maturity date or 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 an IRA as described in IRC section 408, including section 408(k), 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)	$4,000 for any taxable year starting in 2005 through 2007;
	B)	$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 2005; and
B)	$1,000 for any taxable year starting in 2006 and years after that.

30.	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 we have not received valid instructions from you, all premiums will be allocated to the CREF Money Market Account.
	CREF may stop accepting premiums to any CREF account at any time.
31.	Premium taxes. If premium taxes are incurred, they will be deducted from your certificate accumulation, to the extent permitted by law.
32.	Unconditional protection against lapse. Your certificate will not lapse after the first premium has been paid. No additional premiums are required.

PART D: INCOME BENEFITS

33. Starting income benefits. An income benefit will be effective and payment will begin as of the date you have chosen, if you are then living and:

A)	you have chosen one of the income options set forth in section 34; and
B)	if you choose a one-life unit-annuity, we have received proof of your age; and
C)	if you choose a two-life unit-annuity, we have received proof of your age and the age of your second participant.

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               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.
               At any time before you start to receive an income benefit, you may change the effective date for that income benefit to a date after the change, by written notice to CREF as explained in section 77.

34.	Income options are the ways in which you may have income benefits paid to you. You may change your choice of income option any time before payments begin, but once they have begun under an income option, 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 77.
	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 74. 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 period as explained in section 35. 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 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 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 income benefits as described in section 33, you will be deemed to have chosen a one-life unit-annuity with a 10-year guaranteed period, if allowed under federal tax law.

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35.	Post-mortem payments during a guaranteed period. Any periodic payments or other amounts remaining due after your death and the death of your second participant, if any, during a guaranteed 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 77. 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 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.
36.	The number of annuity units payable under each income change method in each account will be determined as of the effective date for the income benefit, in accordance with the Rules of the Fund, on the basis of:

A)	the value of the accumulation units in that account under your certificate that you convert to unit-annuity income;
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 per payment, 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.
37.	Internal transfers and switches under a unit-annuity. After your annuity starting date, at least once in each calendar year you may:

	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 68. Any internal transfer to TIAA is subject to the terms of the comparable TIAA certificate.

PART E: DEATH BENEFIT

38. Payment of the death benefit. If you die before your certificate’s maturity date, the death benefit will be payable to your beneficiaries. We must receive the following, in a form acceptable to CREF, before any death benefit will be paid:

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A)	proof of your death;
B)	the choice of a method of payment as provided in section 40; 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 effective as of the date we receive these items; payment under the one-life unit-annuity method of payment will be effective and begin no later than the first day of the month after we have received these items.
	Upon receipt of proof of your death, we will divide your accumulation into as many portions as there are validly designated beneficiaries for your certificate. Each validly designated beneficiary will then have the right to make elections available under this certificate in connection with his or her portion of the accumulation.
39.	Naming your beneficiaries. Beneficiaries are persons or entities you name to receive the death benefit if you die before your certificate’s maturity date. At any time before your certificate’s maturity date, you may name, change, add, or delete your beneficiaries, by written notice to CREF as explained in section 77.
	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 beneficiaries you named. If no primary beneficiary survives you, your beneficiaries are the surviving contingent 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 your beneficiaries survives you; or
	•	at your death you had never named a beneficiary.

	If distributions to a named beneficiary are barred by operation of law, the portion of the death benefit payable to such beneficiary will be paid to your estate.
40.	Methods of payment are the ways in which your beneficiaries may receive the death benefit. The one-life unit-annuity method is available only to beneficiaries who are natural persons who have not attained age 90 as of the date unit-annuity payments are to begin. You may choose the method of payment and change your choice at any time before payments begin. After your death, your beneficiaries may change the method chosen by you, if you so provide. If you do not choose a method of payment, your beneficiaries will choose upon becoming 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 Part H and may be limited in accordance with section 74.
	A beneficiary can transfer accumulations 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 applicable to that beneficiary 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 77.
	Generally, the distribution of the death benefit under any method of payment must be made over the lifetime, or a period not to exceed the life expectancy, of the designated beneficiary as described in section 57.
	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 the beneficiary in one sum.
		One-life unit-annuity. A payment will be made to the beneficiary each month for life. A guaranteed period of 10 or 20 years may be included. If a guaranteed period isn’t included, all payments will cease at the death of the beneficiary. If a guaranteed period is included and the

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		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 42.
41.	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 the accumulation units in that account under your certificate that are converted to unit-annuity income;
		B)	the method of payment chosen for the death benefit;
		C)	if the method chosen is the one-life unit-annuity, the age of the beneficiary; and
		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, CREF will have the right to require a change in choice that will result in an initial payment of at least $100.
42.	Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of a beneficiary during a guaranteed period will be paid to the payee named by you or the beneficiary to receive them, by written notice to CREF as explained in section 77. 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 the beneficiary, the commuted value will be paid in one sum to the beneficiary’s estate.
	If a payee receiving these payments dies before the end of the guaranteed 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.
43.	Internal transfers and switches available to a beneficiary. If a 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 34.

PART F: INTERNAL TRANSFERS

44.	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. CREF reserves the right to stop accepting internal transfers to any CREF account at any time.
45.	Effective date of internal transfer. 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 written 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.
46.	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

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	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.
47.	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.
48.	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 certificate’s maturity 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

49.	Availability of the lump-sum benefit. You may, subject to the limits described below, 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.
50.	Effective date of a lump-sum benefit. Any choice of lump-sum benefit must be made by written notice to CREF on or before your certificate’s maturity date, as explained in section 77. 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 in accordance with the above requirements. 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.
51.	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 69.
52.	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 remaining portion of your

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accumulation available for withdrawal in the selected account is insufficient to support the withdrawal. Systematic withdrawals are subject to all the provisions described above for lump-sum benefits, except that a reduced minimum amount of $100 applies.

53.

Systematic withdrawals to pay financial advisor fees. In addition to the systematic withdrawals described above, you may authorize a series of systematic withdrawals to pay the fees of a financial advisor for services related to the management of accumulations under this certificate and/or its companion TIAA contract. Systematic withdrawals to pay the fees of a financial advisor are subject to all provisions applicable to systematic withdrawals.

PART H: DISTRIBUTION REQUIREMENTS

54.	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.
55.	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 20. 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.

56.	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.
57.	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.
58.	Limits on distribution periods. Income option payments will be made over your life, or the lives of you and the designated beneficiary, if any. However, any guaranteed period will not exceed your life expectancy, or the joint and last survivor life expectancy of you and the designated beneficiary, if any.
	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.
59.	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.

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Your CREF IRA Certificate

          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.

60.	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.
	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:
	i)	for your surviving spouse, on the beginning date described in B) above; or
	ii)	for other beneficiaries, on the beginning date described in A) or B) above.

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Your CREF IRA Certificate

          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

61.	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.
62.	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.
63.	No loans. This certificate does not provide for loans.
64.	No assignment or transfer. 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.
65.	Exclusive benefit. This certificate is established for the exclusive benefit of you or your beneficiaries.
66.	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.
67.	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 applicable 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.

68.	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 IRA 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 all 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.

69.	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). 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.
70.	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 this 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 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.

71.	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.
72.	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 based on 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.
73.	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

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Your CREF IRA Certificate

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 annual rate of 6%, has been recovered.

74.	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 options and effective dates, annuity starting date, beneficiaries or second participant, method of payment of the death benefit and effective date, 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.
75.	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.
76.	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.
77.	Procedure for elections and changes. 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.
	For purposes of determining the crediting dates of premiums and effective dates of transactions, premiums and 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.
78.	Correspondence and requests for benefits. No notice, application, form, or request for benefits will be deemed to be received by us unless it is received at our home office in New York, NY, or at another location that we designate. All benefits are payable at our home office or at another location that we designate. If you have any questions about this contract or inquiries about our service, or if you need help to resolve a problem, you can contact us at the address or telephone number below.

CREF

[730 Third Avenue

New York, NY 10017-3206

Telephone: 800 842-2733]

Individual Flexible Premium Deferred Variable Unit-Annuity
CREF-IRA-01	Page 18

EX-99.6(WI)

Exhibit (6)(w)(i)

COLLEGE RETIREMENT EQUITIES FUND
(CREF)
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

Endorsement to Your CREF IRA Certificate

Effective Date: [The Date of Issue]

This endorsement changes some of the provisions of your CREF IRA 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, and attach it to your certificate.

The IRA amount provision is changed by replacing the cost-of-living paragraph with the following:

After 2008, the limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under IRC section 219(b)(5)(D). The adjustments will be in multiples of $500.

The following sentence is added to the end of the IRA amount provision:

In addition to the contribution amounts above, you may make a repayment of a qualified reservist distribution described in IRC section 72(t)(2)(G) during the two-year period beginning on the day after the end of the active duty period.

The first paragraph of item B) under the Distribution requirements after your death provision is replaced with the following:

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, or (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.

CIRA-2007-LRM Page E1

EX-99.6(X)

Exhibit (6)(x)

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: [01-01-2009]

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 YOUR CERTIFICATE. IT IS IMPORTANT.

GENERAL DESCRIPTION

All premiums for this certificate 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 available CREF accounts. Premiums purchase accumulation units representing your shares in the accounts. 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.

If you die before your certificate’s maturity date, your accumulation will provide a death benefit for your beneficiaries.

You may withdraw all or part of your accumulation before your certificate’s maturity date.

You may transfer all or part of your accumulation among the CREF accounts, or to your companion TIAA contract.

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.

If you have any questions about your certificate or need help to resolve a problem, you can contact us at the address or phone number above.

Individual Flexible Premium Deferred Variable Unit-Annuity
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Your CREF Roth IRA Certificate

INDEX OF PROVISIONS

	Section
Accounts
- Definition	1
- Deletion	64
Accumulation	3
Accumulation Units - Definition	2
Amendment - Right to Amend	70
Annuity Benefit
- Annuity Unit	5
- Unit-Annuity	24
Annuity Starting Date
- Change of	35
- Definition	4
Assignment - Void and of No Effect	60
Benefits
- Based on Incorrect Data	67
- Requests for	73
Business Day	7
Certificate	26
- Contestability	27
- Protection Against Lapse	34
Claims of Creditors
- Protection Against	62
Commuted Value	8
Companion TIAA Contract	28
Compensation	9
Correspondence with us	73
Death Benefit
- Beneficiaries	6
- Naming	41
- Definition	10
- Distribution Requirements	42
- Internal Transfers and Switches
Available to a Beneficiary	46
- Methods of Payment	43
- Number of Annuity Units	44
- Payment	40
- After Death of a Beneficiary	45
Elections and Changes
- Procedure	72
Errors - Premium Received in Error	71
Exclusive Benefit	61
Funding Vehicle	11
	Section
Income Benefit
- Definition	12
- Guaranteed Period	37
- Internal Transfers and Switches
Under a Unit-annuity	39
- Number of Annuity Units	38
- Options	36
- Starting Payments	35
Income Change Method	13
Internal Transfers
- Availability	47
- Crediting	50
- Definition	14
- Effective Date	48
- Systematic	49
- To a TIAA Payout Annuity	51
IRA Amount	30
IRC	15
Laws and Regulations
- Compliance with	69
Loans Not Available	59
Lump-sum Benefit
- Availability of	52
- Definition	16
- Effective Date	53
- Payment of	54
- Systematic Withdrawals	55
- to Pay Financial Advisor Fees	56
Maturity Date	17
Modified Adjusted Gross Income	18
Non-Forfeiture of Benefits	63
Non-Roth IRA	19
Ownership	58
Payee	20
Payment to an Estate, Trustee, etc.	65
Premiums
- Allocation	32
- Definition	29
- Taxes	33
Proof of Survival	68
Qualified Rollover Contribution	31
Report of Accumulation	57
Roth IRA	21
Rules of the Fund - Definition	22
Second Participant	23
Service of Process upon CREF	66
Valuation Day	25

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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:	[01-01-2009]
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 State], and is subject to the laws and regulations thereof.

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This page has been left blank intentionally.

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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 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 from that account; or
		D)	any accumulation units from that account are applied to the payment of income benefits, lump-sum benefits, death benefits, or internal transfers.
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 first 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 provided that it not be 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

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Your CREF Roth IRA Certificate

	account. The value of each annuity unit is determined, using actuarial methods, in accordance with the Rules of the Fund.
6.	Beneficiaries are persons or entities you name, in a form satisfactory to CREF as explained in section 41, to receive the death benefit if you die before your certificate’s maturity 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.
10.	The death benefit is the current value of your accumulation. It will be paid to your beneficiaries under one of the methods set forth in Part E if you die before your certificate’s maturity date.
11.	A funding vehicle is an annuity or an investment fund established to fund a Roth IRA.
12.	An income benefit is a variable income payable to you under one of the income options set forth in Part D.
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 its 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.

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Your CREF Roth IRA Certificate

17.	Your certificate’s maturity date is the date as of which all accumulations under the certificate have been distributed or used to provide annuity benefits. As of the maturity date, all of CREF’s obligations under this certificate will have been satisfied.
18.	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.
19.	A Non-Roth IRA is an IRA other than a Roth IRA.
20.	The payee is a person or entity 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 37 and 45.
21.	A Roth IRA is an individual retirement annuity as described in IRC section 408A.
22.	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.
23.	The second participant is the person you name, if you choose to receive 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.
24.	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.
25.	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
26.	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.
27.	Contestability. The certificate is incontestable.
28.	Companion TIAA contract. Teachers Insurance and Annuity Association of America (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.
29.	Premiums. All premiums must be IRA amounts, and each premium must be at least $100. Premiums include any transfers, other than internal transfers, to this certificate from other funding

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Your CREF Roth IRA Certificate

	vehicles. 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.
	CREF will not accept premiums paid on your behalf after your certificate’s maturity date or 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.
30.	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);
		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 $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 $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 the 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.
		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.
31.	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,

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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.
32.	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 we have not received valid instructions from you, all premiums will be allocated to the CREF Money Market Account.           CREF may stop accepting premiums to any CREF account at any time.
33.	Premium taxes. If premium taxes are incurred, they will be deducted from your certificate accumulation, to the extent permitted by law.
34.	Unconditional protection against lapse. Your certificate will not lapse after the first premium has been paid. No additional premiums are required.

PART D: INCOME BENEFITS

35.	Starting income benefits. An income benefit will be effective and payment will begin as of the date you have chosen, if you are then living and:
		A)	you have chosen one of the income options set forth in section 36; and
		B)	if you choose a one-life unit-annuity, we have received proof of your age; and
		C)	if you choose a two-life unit-annuity, we have received proof of your age and the age of your second participant.
	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. At any time before you start to receive an income benefit, you may change the effective date for that income benefit to a date after the change, by written notice to CREF as explained in section 72.
	The above requirements 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.
36.	Income options are the ways in which you may have income benefits paid to you. You may change your choice of income option any time before payments begin, but once they have begun under an income option, 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 72.
	Your right to elect an option or change such election may be limited in accordance with section 69. 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 period as explained in section 37. 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 or 20 years. If you do not include a guaranteed period, all

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		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 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 an annuity effective date determined in accordance with section 35 you have not met the requirements for starting income benefits as described in section 35, you will be deemed to have chosen a one-life unit-annuity with a 10-year guaranteed period, if allowed under federal tax law.
37.	Post-mortem payments during a guaranteed period. Any periodic payments or other amounts remaining due after your death and the death of your second participant, if any, during a guaranteed 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 72. 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 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.
38.	The number of annuity units payable under each income change method in each account will be determined as of the effective date for the income benefit, in accordance with the Rules of the Fund, on the basis of:

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	A)	the value of the accumulation units in that account under your certificate that you convert to unit-annuity income;
	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 per payment, 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.

39.	Internal transfers and switches under a unit-annuity. After your annuity starting date, at least once in each calendar year you may:
		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 64. Any internal transfer to TIAA is subject to the terms of the comparable TIAA certificate.

PART E: DEATH BENEFIT

40.	Payment of the death benefit. If you die before your certificate’s maturity date, the death benefit will be payable to your beneficiaries. 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 43; 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 effective as of the date we receive these items; payment under the one-life unit-annuity method of payment will be effective and begin no later than the first day of the month after we have received these items.
	Upon receipt of proof of your death, we will divide your accumulation into as many portions as there are validly designated beneficiaries for your certificate. Each validly designated beneficiary will then have the right to make elections available under this certificate in connection with his or her portion of the accumulation.
41.	Naming your beneficiaries. Beneficiaries are persons or entities you name to receive the death benefit if you die before your certificate’s maturity date. At any time before your certificate’s maturity date, you may name, change, add, or delete your beneficiaries, by written notice to CREF as explained in section 72.
	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 beneficiaries you named. If no primary beneficiary survives you, your beneficiaries are the surviving contingent beneficiaries you named.

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	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 your beneficiaries survives you; or
			• at your death you had never named a beneficiary.
	If distributions to a named beneficiary are barred by operation of law, the portion of the death benefit payable to such beneficiary will be paid to your estate.
42.	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.
		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 43 of this certificate before a required beginning date, then required distributions are deemed to start on

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	a required beginning date. The methods of payment described in section 43 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.
43.	Methods of payment are the ways in which your beneficiaries may receive the death benefit. The one-life unit-annuity method is available only to beneficiaries who are natural persons who have not attained age 90 as of the date unit-annuity payments are to begin. You may choose the method of payment and change your choice at any time before payments begin. After your death, your beneficiaries may change the method chosen by you, if you so provide. If you do not choose a method of payment, your beneficiaries will choose upon becoming 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 42 and may be limited in accordance with section 69.
	A beneficiary can transfer accumulations 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 applicable to that beneficiary 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 72.
	Generally, the distribution of the death benefit under any method of payment must be made over the lifetime, or a period not to exceed the life expectancy, of the designated beneficiary as described in section 42.
	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 the beneficiary in one sum.
			One-life unit-annuity. A payment will be made to the beneficiary each month for life. A guaranteed period of 10 or 20 years may be included. If a guaranteed period isn’t included, all payments will cease at the death of the beneficiary. If a guaranteed period is included and the 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 45.
44.	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 the accumulation units in that account under your certificate that are converted to unit-annuity income;
		B)	the method of payment chosen for the death benefit;
		C)	if the method chosen is the one-life unit-annuity, the age of the beneficiary; and
		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, CREF will have the right to require a change in choice that will result in an initial payment of at least $100.
45.	Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of a beneficiary during a guaranteed period will be paid to the payee named by you or the beneficiary to receive them, by written notice to CREF as explained in section 72. 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 the beneficiary, the commuted value will be paid in one sum to the beneficiary’s estate.

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	If a payee receiving these payments dies before the end of the guaranteed 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.
46.	Internal transfers and switches available to a beneficiary. If a 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 39.
PART F: INTERNAL TRANSFERS
47.	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. CREF reserves the right to stop accepting internal transfers to any CREF account at any time.
48.	Effective date of internal transfer. 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 written 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.
49.	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.
50.	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.
51.	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 certificate’s maturity 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

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		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
52.	Availability of the lump-sum benefit. You may, subject to the limits described below, 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.
53.	Effective date of a lump-sum benefit. Any choice of lump-sum benefit must be made by written notice to CREF on or before your certificate’s maturity date, as explained in section 72. 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 in accordance with the above requirements. 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.
54.	Payment of a lump-sum benefit. A lump-sum benefit may be paid:
		A)	to you as a cash withdrawal; or
		B)	to another funding vehicle used to fund a Roth IRA.
55.	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 remaining portion of your accumulation available for withdrawal in the selected account is insufficient to support the withdrawal. Systematic withdrawals are subject to all the provisions described above for lump-sum benefits, except that a reduced minimum amount of $100 applies.
56.	Systematic withdrawals to pay financial advisor fees. In addition to the systematic withdrawals described above, you may authorize a series of systematic withdrawals to pay the fees of a financial advisor for services related to the management of accumulations under this certificate and/or its companion TIAA contract. Systematic withdrawals to pay the fees of a financial advisor are subject to all provisions applicable to systematic withdrawals.
PART H: GENERAL PROVISIONS
57.	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.
58.	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.
59.	No loans. This certificate does not provide for loans.

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60.	No assignment or transfer. 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.
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 applicable 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.
	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 all 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.	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 this 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

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		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 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.
66.	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.
67.	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 based on 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.
68.	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 annual rate of 6%, has been recovered.
69.	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 options and effective dates, annuity starting date, beneficiaries or second participant, method of payment of the death benefit and effective date, 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.
70.	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.
71.	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.
72.	Procedure for elections and changes. 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

CREF-Roth-01 Page 17

Your CREF Roth IRA Certificate

	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 crediting dates of premiums and effective dates of transactions, premiums and 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.
73.	Correspondence and requests for benefits. No notice, application, form, or request for benefits will be deemed to be received by us unless it is received at our home office in New York, NY, or at another location that we designate. All benefits are payable at our home office or at another location that we designate. If you have any questions about this contract or inquiries about our service, or if you need help to resolve a problem, you can contact us at the address or telephone number below.

CREF
[730 Third Avenue
New York, NY 10017-3206
Telephone: 800 842-2733]

	Individual Flexible Premium Deferred Variable Unit-Annuity
CREF-Roth-01		Page 18

EX-99.6(XI)

Exhibit (6)(x)(i)

COLLEGE RETIREMENT EQUITIES FUND
(CREF)
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

Endorsement to Your CREF Roth IRA Certificate

Effective date: [The Date of Issue]

This endorsement changes some of the provisions of your CREF Roth IRA 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, and attach it to your certificate.

The Modified Adjusted Gross Income (AGI) provision is replaced with the following:

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 an eligible retirement plan other than a Roth IRA (a “conversion”).

The IRA Amount provision is changed by:

a.) replacing the first and last paragraphs of the second item A) with the following:

Such contributions may not exceed the lesser of the applicable amount or your Compensation, per tax year. In addition to such contribution amounts, you may make a repayment of a qualified reservist distribution described in IRC section 72(t)(2)(G) during the two-year period beginning on the day after the end of the active duty period.

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)(D). The adjustments will be in multiples of $500.

b.) adding the following to the second item B):

After 2006, the dollar amounts above will be adjusted by the Secretary of the Treasury for cost-of-living increases under IRC section 408A(c)(3). The adjustments will be in multiples of $1,000.

The qualified rollover contribution provision is replaced with the following:

A qualified rollover contribution is a rollover contribution of a distribution from an IRA 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. For taxable years beginning after 2005, a qualified rollover contribution includes a rollover from a designated Roth account described in Code Section 402A; and for taxable years beginning after

CROTH-2007-LRM Page E1

2007, a qualified rollover contribution also includes a rollover from an eligible retirement plan described in Section 402(c)(8)(B).

A rollover from an eligible retirement plan other than a Roth IRA or a designated Roth account cannot be made to this IRA if, for the year the amount is distributed from the other plan, (i) the individual is married and files a separate return, (ii) the individual is not married and has modified AGI in excess of $100,000 or (iii) the individual is married and together the individual and the individual’s spouse have modified AGI in excess of $100,000. For purposes of the preceding sentence, a husband and wife are not treated as married for a taxable year if they have lived apart at all times during that taxable year and file separate returns for the taxable year. For taxable years beginning after 2009, the limits in this paragraph do not apply to qualified rollover contributions.

The Distribution Requirements provision is changed by:

a.) replacing the first paragraph of item B with the following:

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, or (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.

b.) adding the following:

Your certificate will be administered, and benefit payments will be determined and made, to comply with the distribution requirements of the IRC. The death benefit will be distributed according to the requirements of IRC section 408(b)(3), as modified by IRC section 408A(c)(5) and the regulations issued thereunder, the provisions of which are incorporated by reference.

If the entire death benefit is not applied, on an irrevocable basis, to an income option or a lump-sum benefit, the minimum distribution rules of IRC section 408(a)(6), as modified by IRC section 408A(c)(5) and the regulations thereunder, will apply instead of the distribution rules described in this section.

CROTH-2007-LRM Page E2

EX-99.6(Y)

Exhibit (6)(y)

COLLEGE RETIREMENT EQUITIES FUND
(CREF)
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

Endorsement to Your CREF Unit-Annuity Contract

Effective Date: [Upon receipt / Attached at issue]

This endorsement is part of your contract with CREF. It adds a provision to your contract, as follows:

Any amounts to be applied to this contract which originate either directly or indirectly as transfers from a TIAA Stable Value Contract or a TIAA Stable Return Contract are accepted into this contract subject to any restrictions applicable to such amounts under the terms of the Contract from which such amounts were transferred.

CEW-E1 Page E1

EX-99.6(Z)

Exhibit (6)(z)

COLLEGE RETIREMENT EQUITIES FUND
(CREF)
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

Endorsement to Your CREF Unit-Annuity Certificate

Effective Date: [Upon receipt / Attached at issue]

This endorsement is part of your certificate with CREF. It adds a provision to your certificate, as follows:

Any amounts to be applied to this certificate which originate either directly or indirectly as transfers from a TIAA Stable Value Contract or a TIAA Stable Return Contract are accepted into this certificate subject to any restrictions applicable to such amounts under the terms of the Contract from which such amounts were transferred.

CEW-CRT-E1 Page E1

EX-99.6(AA)

Exhibit (6)(aa)

College Retirement Equities Fund
730 Third Avenue, New York, N.Y. 10017-3209
Telephone: [800-842-2733]

Group Accumulation Contract

Contract Number:	[CLC-FA0001]
Date of Issue:	[June 1, 2010]
Contactholder	[ABC Employer Plan]

          This is a Contract between the Contractholder and College Retirement Equities Fund (“CREF”). This page briefly describes some of the features of the Contract. The subsequent pages set forth in detail the rights and obligations of both CREF and the Contractholder under the Contract.

GENERAL DESCRIPTION

All premiums for this Contract will be remitted by the Contractholder. Premiums are allocated among the CREF Accounts. Each premium allocated to a CREF account purchases a number of accumulation units in that CREF account. Account accumulations and benefit payments are variable and not guaranteed as to dollar amounts; they depend on the investment performance of these accounts. This Contract does not guarantee any fixed-dollar benefits. Accumulations in CREF accounts are not guaranteed and may increase or decrease depending primarily on investment results.

          This Contract cannot be assigned nor does it provide for loans.

Group Accumulation Contract

CLC-CREF Page 1

PART A: TERMS USED IN THIS CONTRACT

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 21.

2. Business Day means 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.

3. The Custom Fund is a fund managed by the Contractholder for the purpose of achieving specified investment objectives for the benefit of the custom fund shareholders, in connection with an employer sponsored benefit plan. This Contract is issued to the Contractholder to enable the Contractholder to utilize the accounts available under the Contract toward these objectives.

4. A Custom Fund Shareholder is an individual or institution that is the beneficial owner of shares in the Custom Fund.

CLC-CREF Page 2

5. Contract Accumulation means the total of the Account Accumulations under this Contract.

6. An Account Accumulation is the total amount in any one CREF Account under this Contract.

7. 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 accumulation units in any account under the Contract will be increased and decreased in accordance with the Rules of the Fund. The number will be increased by any premiums that are allocated to that account under the Contract and the number will be decreased by any premium taxes that are deducted from that account and by any amounts that are withdrawn from that account.

8. 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.

9. “We,” “Us,” “Our,” and “Company” refer to CREF.

10. “You,” “Your,” “Yours,” “Contractholder” and “Trust” refer to the Contractholder named on the cover page of this Contract.

11. The Rules of the Fund govern all matters affecting participation in CREF to the extent such matters are not specifically provided in this Contract. 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 Contract was issued. You will be notified of all amendments to the Rules.

PART B: CONTRACT AND PREMIUMS

12. The Contract. The Contract constitutes the entire agreement between CREF and the Contractholder and the provisions herein alone will govern with respect to the rights and obligations of CREF and the Contractholder. We have issued this Contract in return for Your completed application. The Contract is incontestable. Any endorsement or amendment of this Contract or waiver of any of its provisions will be valid only when made in writing by CREF and signed by an Executive Officer of CREF. All benefits are payable at our home office or at another location that we designate

13. Premiums are cash payments made by the Contractholder to CREF, which we accept for credit to the Contract Accumulation. Premiums may be allocated among the CREF accounts. CREF will allocate premiums according to the most recent valid instructions we have received from the

CLC-CREF Page 3

Contractholder in a form acceptable to CREF. CREF may stop accepting premiums to any or all CREF accounts under this Contract at any time.

14. Premium taxes. Any premium taxes assessed by federal, state or local governments will be deducted from Your Contract Accumulation when incurred by CREF. CREF may deduct these taxes when the premium is received by CREF or when withdrawals are made. If no amount for premium tax was deducted, but premium tax is later determined to be due, CREF will reduce Your Contract Accumulation by the amount of tax that is determined to be due by CREF.

PART D: WITHDRAWALS

15. Withdrawals to Satisfy Shareholder Transactions. The Contractholder may direct us to distribute amounts held under this Contract at the Contractholder’s discretion, in order to satisfy withdrawal requests by Custom Fund Shareholders, made in accordance with the terms of the employer plan in connection with which this Contract is issued.

16. Withdrawals to Satisfy Fund Investment and Rebalancing Objectives. The Contractholder may direct us to distribute amounts held under this Contact to achieve the investment and rebalancing objectives of the Custom Fund.

17. Discontinuance by Contractholder and Effective Dates. Upon written notice to CREF, the Contractholder may elect to discontinue this Contract in its entirety, or discontinue the use of any of the Accounts. The Contractholder may also, upon written notice to CREF, request that a portion of any Account Accumulation be withdrawn for the purpose of partial discontinuance of the Contract. Any such request will be effective as of a date, to be stated in such notice, provided CREF receives such notice on or before such date. Otherwise, the date of such discontinuance will be the date CREF receives such notice.

PART F: GENERAL PROVISIONS

18. Effective Date of Premiums and Withdrawals. Premiums will be credited to the Contract, in accordance with the Rules of the Fund, as of the Business Day on which they are received by CREF or by an agent designated by CREF to receive them, provided they are received in good order and in accordance with established procedures, at the location(s) that CREF will designate by prior written notice. Withdrawals will be effective, in accordance with the Rules of the Fund, as of the Business Day on which the request for the withdrawal is received by CREF or by an agent designated by CREF to receive such requests, provided they are received in good order and in accordance with established procedures, at the locations that CREF will designate by prior written notice. CREF reserves the right, at its sole discretion, to reject any premiums or withdrawal requests in accordance with applicable law.

CLC-CREF Page 4

19. Assignment. Neither the Contractholder nor any other person may assign, pledge, or transfer ownership of this Contract or any benefits under its terms. Any such action will be void and of no effect.

20. Fee Withdrawals. You may withdraw amounts from the Contract Accumulation to pay fees associated with the administration of the Custom Fund. The amount and the effective date of a fee withdrawal will be determined by you and all values will be determined as of the end of the effective date in accordance with the Rules of the Fund. A fee withdrawal will reduce the Contract Accumulation by the amount withdrawn.

21. CREF’s right to stop offering an account. Subject to the Rules of the Fund, CREF can delete any account, including any future accounts. Any accumulation units in an account that is deleted must be transferred to another CREF account. If no choice is made, CREF will transfer the accumulation units to the CREF Money Market Account.

22. Service of Process upon CREF. We will accept service of process in any action or suit against us on this Contract in any court of competent jurisdiction in the United States 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.

23. Compliance with Laws and Regulations. CREF will administer the Contract to comply with all laws and regulations pertaining to the terms and conditions of the Contract.

24. Protection against claims of creditors. The benefits and rights accruing under the Contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law.

25. No loans. This Contract does not provide for loans.

26. Severability. If any part of this Contract is declared invalid for any reason, such decision shall not affect the validity of any remaining portion. Such remaining portion shall remain in full force and effect as if the Contract had been executed with the invalid portion eliminated.

27. Notice Requirement. No notice, application, form, or request for benefits will be deemed to be received by us unless it is received in writing at our home office in New York, New York or at another location that we designate.
          For purposes of determining the effective dates of any transactions or crediting of premiums, such transaction requests or premiums 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.
          Any questions about this Contract should be directed to us at our home office address: [730 Third Avenue, New York, New York 10017-3209].

Group Accumulation Contract

CLC-CREF Page 5

EX-99.6(BB)

Exhibit (6)(bb)

COLLEGE RETIREMENT EQUITIES FUND

(CREF)

730 Third Avenue, New York, NY 10017-3206

Telephone: [800-842-2733]

Endorsement to Your CREF Retirement Choice Unit-Annuity Contract
or CREF Retirement Choice Plus Unit-Annuity Contract

This endorsement modifies the provisions of your CREF Retirement Choice Unit-Annuity Contract or CREF Retirement Choice Plus Unit-Annuity Contract and becomes part of it. Please read this endorsement and attach it to your contract.

Some or all of the contract’s accumulation is to be held in the name of the contractholder without being attributable to any individual employee under the employer plan for the purpose of maintaining an ERISA account as described below. The amount of accumulations and any benefits arising from ERISA accounts will therefore be determined without reference to any individual employee’s accumulations.

The following provisions are added to your contract:

ERISA account. An ERISA account is an unallocated suspense account comprised of payments that CREF or the plan agrees to make in order to cover reasonable and necessary plan expenses or to provide credits to participant and beneficiary plan accounts. Contract provisions pertaining to contractholder payments and participant recordkeeping provisions do not apply to ERISA account accumulations. Contractholder payments (as described under the Benefit Payments provision of both the Retirement Choice Unit-Annuity Contract and the Retirement Choice Plus Unit-Annuity Contract) are not available under ERISA accounts.

ERISA account payment. The employer may instruct us to withdraw all or part of an ERISA account accumulation to pay either reasonable and necessary plan expenses or to issue credits to participant and beneficiary Plan accounts. ERISA account payments will made directly to the employer only as permitted by ERISA and applicable state law.

An ERISA account payment will be effective as of the end of the business day in which we receive the contractholder’s written request for the ERISA account payment. The contractholder may defer the effective date of the ERISA account payment until any business day following the date on which we receive the request. CREF will determine all values as of the end of the effective date in accordance with the Rules of the Fund. An ERISA account payment reduces the accumulation from which it is paid by the amount paid. An ERISA account payment may not be revoked after its effective date.

CIGRSP-EACCT-E2 Page E1

EX-99.11(U)

Exhibit (11)(u)

Amended and Restated Investment Management Services Agreement
Between College Retirement Equities Fund and
TIAA-CREF Investment Management, LLC

SCHEDULE B

2011 Reimbursement Rates

Expense Deductions (as a percentage of average net assets)

For the year May 1, 2011 through April 30, 2012

Stock Account	0.00034% (corresponds to an annual rate of 0.125%)
Global Equities Account	0.00040% (corresponds to an annual rate of 0.140%)
Growth Account	0.00029% (corresponds to an annual rate of 0.105%)
Equity Index Account	0.00019% (corresponds to an annual rate of 0.070%)
Bond Market Account	0.00025% (corresponds to an annual rate of 0.090%)
Inflation-Linked Bond Account	0.00025% (corresponds to an annual rate of 0.090%)
Social Choice Account	0.00023% (corresponds to an annual rate of 0.085%)
Money Market Account	0.00020% (corresponds to an annual rate of 0.075%)

Date: Effective May 1, 2011 in accordance with prior approval by the CREF Board on March 31, 2011.

EX-99.11(V)

Exhibit (11)(v)

MONEY MARKET ACCOUNT EXPENSE WAIVER RECOUPMENT AGREEMENT

COLLEGE RETIREMENT EQUITIES FUND (“CREF”)
AND
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA (“TIAA”)

CREF, a New York not-for-profit corporation registered as an open-end management investment company under the Investment Company Act of 1940 and TIAA, a New York insurance company, enter into this Agreement.

Whereas: TIAA and its affiliates provide all services necessary for CREF’s operations at cost; and

Whereas: TIAA, since July 16, 2009, has been voluntarily holding back and not charging (“waiving”) a portion of the expenses of the CREF Money Market Account so that the Money Market Account may maintain a one-day yield that is positive or not less than 0.00%, and may, in its discretion, choose to continue these voluntary waivers, subject to a maximum aggregate limit of $30 million for all amounts waived since July 16, 2009; and

Whereas: TIAA and CREF have determined that it is appropriate and in the best interests of the Money Market Account and its shareholders for the Account to provide an opportunity for TIAA to release (“recoup”) expenses waived by TIAA under certain circumstances; now therefore:

The Parties agree to the following provisions, to commence October 1, 2010:

1. Daily Computation. There will be a determination each valuation day whether the expenses for the Money Market Account (“Account Expenses”) on that day exceed the gross income of the Account for that day. Account Expenses means, prior to the application of Paragraphs 2 and 3 of this Agreement, the amount deducted under the rates set forth for the Account in CREF’s then current Rules of the Fund (the “Formula Rate”) plus or minus any amount determined under CREF’s procedures for reconciling amounts deducted under the Formula Rate and actual expenses incurred (the “True Up Amount”).

2. Waiver of Expenses. On any valuation day that Account Expenses exceed gross income, TIAA may, voluntarily and in its discretion, waive a portion of Account Expenses, so that the Money Market Account’s yield for that day will be not less than 0.00%. In the event of such waiver, the amount waived (“Waiver Amount”) will first be attributable to distribution services and second to administrative services.

3. Recoupment of Waiver Amounts. On any valuation day that the Account’s gross income exceeds Account Expenses, TIAA may release (“recoup”) a portion of the Waiver Amounts waived within the previous 36-month period (this period commences with first day of the 36^th month beginning prior to the end of the month in which the recoupment is made), as follows:

a. The amount of recoupment (“Recoupment Account”) will be approximately 25% of the Account’s net income (the excess of gross income over Account Expenses) for that day.

b. Amounts recouped shall first be netted against Waiver Amounts for the current month, then to the Monthly Waiver Amount (as described in Paragraph 4) for the earliest month within the 36

month period until fully recouped, then to the Monthly Waiver Amount for the next earliest month, and so forth. Recoupment within each month shall be attributable to distribution and administrative services in proportion to the attribution for the month from which the waiver is being recouped.

c. There shall be no recoupment for any Waiver Amounts waived prior to October 1, 2010. TIAA’s ability to receive Recoupment Amounts shall survive termination of this Agreement.

4. Tracking the Waiver and Recoupment Amounts. On any valuation day that TIAA waives or recoups an amount under Paragraph 2 or Paragraph 3, the Waiver or Recoupment Amount will be recorded in a Tracking Account. At the end of each month, the Waiver Amounts for that month will be aggregated and netted against Recoupment Amounts for that month (the net total of the Waiver Amounts over Recoupment Amounts for the month, if positive, will be referred to as the Monthly Waiver Amount). There will be a separate sub-total for Monthly Waiver Amounts relating to distribution and administrative services.

5. Notice to the CREF Board. TIAA will report to the CREF Board of Trustees on a quarterly basis with respect to amounts waived and recouped under this Agreement. This notice provision shall survive termination of this Agreement.

6. Termination. This Agreement shall have an initial term of one year from October 1, 2010 and shall automatically renew for successive one-year terms unless otherwise terminated. This Agreement may be terminated by CREF, without payment of any penalty, upon written notice to TIAA within 90 days of the end of the then-current term.

The parties have caused this Agreement to be signed by their respective duly authorized officers, as of August 30, 2010.

COLLEGE RETIREMENT EQUITIES FUND
on behalf of its Money Market Account
By:
	Phillip G. Goff
	Senior Vice President and
	Funds Treasurer
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By:
	Carol Deckbar
	Senior Managing Director

EX-12.A

Exhibit 12(a)

College Retirement Equities Fund	Jon Feigelson
730 Third Avenue	Senior Vice President,
New York, New York 10017-3206	General Counsel & Head of
(212) 490-9000 / (800) 842-2733	Corporate Governance
	(212) 916-4344
	(212) 916-5952 Fax
	jfeigelson@tiaa-cref.org.

April 28, 2011

College Retirement Equities Fund
730 Third Avenue
New York, New York 10017-3206

Re:	College Retirement Equities Fund
	Post-Effective Amendment No. 45 to Registration Statement on Form N-3
	(File Nos. 33-00480 and File No. 811-04415)

Gentlemen:

               I hereby consent to the reference to my name under the heading “Legal Matters” in the Statement of Additional Information filed by the College Retirement Equities Fund (“CREF”) as part of Post-Effective Amendment No. 45 to the Registration Statement (File Nos. 33-00480 and 811-04415) on Form N-3 under the Securities Act of 1933 for certain individual, group, and tax-deferred variable annuity certificates offered and funded by CREF.

Sincerely,

/s/Jon Feigelson

Jon Feigelson

Senior Vice President, General Counsel

& Head of Corporate Governance

EX-12.B

Exhibit 12(b)

CONSENT OF DECHERT LLP

April 28, 2011

College Retirement Equities Fund
730 Third Avenue
New York, NY 10017-3206

Re:	College Retirement Equities Fund
	Post-Effective Amendment No. 45 to Registration Statement
	on Form N-3 (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. 45 to CREF’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

EX-13

Exhibit 13

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-3 of our report dated February 18, 2011, relating to the financial statements and financial highlights which appears in the December 31, 2010 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.

Boston, MA
April 25, 2011

EX-99.16(A)

Exhibit (16)(a)

Code of Ethics
CREF, Funds and Advisers

As Revised Effective
January 1, 2011

Table of Contents

Introduction		3
Classification of Access Persons		4
General Standards of Conduct – Access Persons		5
	Compliance with Laws & Regulations	5
	Conflict of Interest	5
	Material, Nonpublic Information	5
General Restrictions		6
	Gifting of Securities	6
	Investment Clubs	6
	Private Placements	6
	Excessive Trading	6
	Initial Public Offerings	6
	Market Timing	7
	Short Sales	7
	Short Swing Profits	7
	Options Trading	7
	Speculative Trading	8
	Restricted Securities	8
Other Prohibitions		9
	Insider Trading	9
	Front Running	9
	Scalping	9
Exceptions to General Restrictions		10
	Initial Public Offerings	10
	Options Trading	10
Specific Access Persons Provisions		11
	Reporting and Certifications	11
	Brokerage Accounts	13
	Administration of the Code	16
	Waivers	17
Specific Provisions for Access Persons		18
	Preclearance Requirements	18
	Securities Requiring Preclearance & Reporting Requirements	18
	Special Preclearance Provision	18
	Securities Exempt From Preclearance & Reporting Requirements	19
	Securities Exempt From Preclearance Requirements	20
	Blackout Periods	21
	Portfolio Managers, Research Analysts and Research Assistants and their Respective Household Members	22
	Exemptions for Independent Trustees	23
Glossary		24
Reference Card for Access Persons		27
	Exhibit A: Sample Brokerage Account Letter	28
	Exhibit B: Approved Brokerage Firm List	29
	Exhibit C: Broad Based Index List	30

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Introduction

This Code of Ethics has been adopted by the TIAA-CREF Complex of Funds (“Funds”)¹, Teachers Advisors, Inc. (“TAI”), and TIAA-CREF Investment Management, LLC (“TCIM”) pursuant to the requirements of Rule 17j-1 of the Investment Company Act of 1940, Rule 204a-1 of the Investment Advisers Act of 1940.

All TIAA employees (including consultants) that have been identified as Access Persons must read this Code of Ethics and comply with its requirements.

All TIAA employees (including consultants) that have been identified as Access Persons must also comply with the following policies:

■ Material, Nonpublic Information Policy

■ TIAA-CREF Code of Business Conduct

■ TIAA-CREF Gifts and Entertainment

■ Policy Policy on Outside Board Participation

All TIAA employees (including consultants) that have been identified as Access Persons are expected to comply with the “spirit” as well as the literal requirements of this Code of Ethics. Recognizing that this Code of Ethics may not address every possible scenario, Access Persons are strongly encouraged to contact the Personal Trading Compliance Officer with any questions.

Access Persons should note that there are risks associated with personal trading under this Code of Ethics that go beyond the normal market risks of investing in securities. For example, where applicable, Access Persons may be forced to disgorge trading profits if their trade results in an inadvertent violation of this Code of Ethics. Access Persons may be forced to maintain (i.e., not sell) a position in a particular security indefinitely until trading is permitted. Individuals who choose to engage in personal trading explicitly assume these and all other financial risks associated with compliance with this Code of Ethics.

Access Persons should be aware that they may be held personally liable for any improper or illegal acts committed during the course of their employment and that ignorance of the provisions and requirements of this Code of Ethics will not be a defense. Access Persons who commit illegal acts may be subject to civil penalties, such as fines, regulatory sanctions, and criminal penalties.

TIAA-CREF allows Access Persons to conduct personal trading as a privilege, not a right. Therefore, the Personal Trading Compliance Office may place limitations on the number of preclearances/transactions performed.

¹ The TIAA-CREF Complex of Funds includes College Retirement Equities Fund, TIAA-CREF Funds, TIAA-CREF Life Funds and TIAA Separate Account VA-1.

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Classification of Access Persons

Given that the duties, responsibilities, and applicable laws and regulations to which Access Persons are subject may vary, this Code of Ethics imposes additional requirements and provisions for certain Access Persons.

The management of TIAA will work with the Personal Trading Compliance Office to determine the classification of each employee. Each individual will be contacted and informed of their classification.

Access Person

Any employee, consultant, or other individual who:

	(i)	Has access to nonpublic information regarding the purchase or sale of securities by any Fund or Client Account, or nonpublic information regarding the portfolio holdings of any Fund;
	(ii)	Is involved in making securities recommendations or exercising investment discretionary powers for the Funds or Client Accounts, or who has access to such recommendations that are nonpublic;
	(iii)	Is a trustee, director, or officer of any of the Funds, TAI or TCIM;
	(iv)	Performs investment advisory services on behalf of TAI or TCIM and is subject to its respective supervision and control or;
	(v)	Has been so designated by the Personal Trading Compliance Officer or a designee.
Household Members
Any spouse, relative or domestic partner who shares a residence with an Access Person. Additionally, individuals for whom the Access Person provides material support are considered Household Members and are therefore also subject to this policy. One provides material support if they directly or indirectly provide more than 25% of the person’s income in the prior calendar year. Members of the immediate family living in the same household are deemed to provide each other with material support.
An Access Person’s Household Members are subject to the same provisions and restrictions of this Code as the Access Person.

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General Standards of Conduct

          Compliance with Laws & Regulations

	Since this Code of Ethics covers trading conducted worldwide, Access Persons are required to comply with the securities laws and regulations of each applicable regulatory authority worldwide.
	To the extent that any provision of this Code of Ethics is less restrictive than an applicable law or regulation, Access Persons should consult the Personal Trading Compliance Officer for further direction.
Conflict of Interest
	Access Persons must at all times place the interests of the Funds and Client Accounts above their own. In addition:

Ø	Access Persons may not attempt to profit personally from their knowledge of recent or contemplated transactions in Clients’ Accounts or for the Funds.
Ø	Access Persons must act in a manner consistent with that of a fiduciary with respect to the Funds and Client Accounts. As a result, Access Persons must conduct all personal securities transactions consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of a position of trust and responsibility.
Ø	Access Persons may not purchase or sell a security when they have actual knowledge that a Fund or Client Account will be trading in that security (or a Related Security).

Material, Nonpublic Information
	Access Persons are prohibited from buying or selling a security while in possession of material, nonpublic information.
	Access Persons are prohibited from disclosing material, nonpublic information regarding securities recommendations, holdings or transactions of any Funds or Client Accounts to any TIAA employee who does not have a legitimate business need to know such information or to any person outside of TIAA.

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General Restrictions

        Gifting of Securities

■ Access Persons who desire to make or receive a bona fide gift of securities do not need to preclear the transaction; the gift, however, must be reported. A bona fide gift is one where the donor does not receive anything of value in return.

■ An Access Person who receives a gift of securities must preclear the sale of such securities.

■ Securities purchased with the intention of making a gift must be precleared.

Investment Clubs
	Access Persons who participate in investment clubs are required to preclear and report all club transactions in the same manner as their own personal trades. Access Persons may not share nonpublic information with the investment club.
Private Placements
	Access Persons must obtain prior approval from the Personal Trading Compliance Officer before participating in private placements. (For example, private equity investments, hedge funds, real estate limited partnerships, etc.)
Excessive Trading
	Access Persons may not trade so frequently that it negatively impacts their ability to fulfill their assigned responsibilities. If an Access Person effects 60 transactions or more during a three-month period, the Personal Trading Compliance Officer will communicate with the employee and their supervisor to determine whether such trading should be deemed excessive.
Initial Public Offering
	Access Persons and their Household Members may not participate in an initial public offering (See Exceptions section on Page 10 below).

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General Restrictions

Market Timing
	The Funds have adopted a policy to deter excessive and short-term trading. Under this policy, TIAA-CREF may bar excessive and short-term traders from purchasing shares or units.
	The policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether the Fund’s shares are held through third-party brokerage accounts or through TIAA-CREF retirement accounts.
	Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of this policy will be reviewed by the Personal Trading Compliance Officer who may refer instances to the Personal Trading Oversight Committee. The Personal Trading Oversight Committee, based on its review, may impose any of the additional sanctions described in this Code of Ethics.
Short Sales
	Access Persons may not sell a security short unless the seller owns the underlying security in equal notional value. (For example: Access Person owns 100 shares of Company X stock, Access Person may only sell up to 100 shares.)

▪ Access Persons may not hold a net short position in a security (e.g., buying naked calls & puts).

Short Swing Profits
	Access Persons may not profit from a purchase then sale or from a sale then purchase of a covered or non-exempt security or non-exempt related security from the same issuer within 60 calendar days. Any such short-swing profits (net of commissions) shall be surrendered to a charity of their choice or one appointed by the Personal Trading Compliance Officer.
Options Trading
	Access Persons may not engage in naked options trading (i.e., buying or selling calls and puts without owning the underlying security). See exceptions below.
	To the extent that any provision of this Code of Ethics is less restrictive than an applicable law or regulation, Access Persons should consult the Personal Trading Compliance Officer for further direction.

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General Restrictions

Speculative Trading
	Access Persons may not engage in trading that could distract them from their job duties (e.g., naked options, short-term trading, margin transactions, etc.).
Restricted Securities
	Access Persons are prohibited from trading in securities on the TAI/TCIM Restricted List. Trading may not resume in a restricted security until the restriction is lifted.

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Other Prohibitions

Insider Trading
	Access Persons who possess material, non-public information (with respect to an issuer of securities or otherwise involving or affecting securities) are prohibited from trading any such securities or Related Securities or conveying such information to others outside the scope of their responsibilities.
Front Running
	Access Persons are prohibited from “front running” (e.g., purchasing or selling securities for personal, Fund, or Client Account while having knowledge of a Fund’s or Client Account’s trading positions or plans).
Scalping
	Access Persons are prohibited from purchasing a security for one’s own account shortly before recommending that security for long-term investment and then immediately selling the security at a profit upon the rise in the market price following the recommendation.

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Exceptions to General Restrictions

Initial Public Offerings
	Access Persons generally are prohibited from participating in Initial Public Offerings. Nonetheless, Access Persons may seek approval to participate in an Initial Public Offering; and approval may be granted from the Personal Trading Compliance Officer under the following special circumstances:

■ Access Persons already have equity in the company and are offered shares.

■ Access Persons are policyholders or depositors of company that is demutualizing.

■ Spouse of Access Person has been offered the shares as an employee.

■ Any other hardship situations at the discretion of the Personal Trading Compliance Officer, the Fund are Chief Compliance Officer or their designee.

Options Trading
	Access Persons may seek approval and approval may be granted to purchase Long-Term Equity Anticipation Securities (LEAPS) that expire at least one-year from the purchase date without owning the underlying security; subject to normal preclearance process and short swing profit rule.
	Note: If option is exercised prior to the one-year period, the Access Person will be subject to the short sell rule (i.e., owning the underlying security).

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Specific Access Persons Provisions

Reporting and Certification
	Access Persons are required to complete the Initial, Quarterly and Annual Reports mentioned below. These reports must be completed within the specified timeframe, regardless of the day of the week on which the due date falls. For example, if the report is due on a Sunday, an Access Person may not wait until the following Monday to complete the report. If the report is filed on Monday, it will be considered late.
	Initial Reports
	Initial Training and Certification
	Access Persons will receive a copy of the Code of Ethics and will be required to complete training on its provisions and requirements. Additionally, Access Persons will be required to provide a written or electronic certification of their receipt and understanding. Access Persons must complete the certification and training within 10 calendar days of their designation.
	Initial Disclosure Report
	Within 10 calendar days of the receipt of their classification, Access Persons must submit an Initial Disclosure Report that lists:

■ Security Name

■ Exchange ticker symbol or CUSIP number

■ Number of shares

■ Principal amount of each reportable security in which the Access Person and their Household members have any direct or indirect beneficial ownership

■ Name of any broker, dealer or bank with which the Access Person and their Household members maintain an account in which any securities are held for the Access Person’s (including Household Members) direct or indirect benefit

■ Account number

■ Date that the report is submitted to Personal Trading Compliance Office

■ All Household Members (see Glossary)

■ All Reportable Securities holdings

■ The Brokerage Information provided in the report must be current as of a date no more than 45 days from the date that the employee became an Access Person. (see Brokerage Accounts section below)

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Specific Access Persons Provisions

Reporting and Certification (continued)
	Initial Household Member Report
	Within 10 calendar days of the receipt of their classification, Access Persons must submit a report that lists all of their Household Members.
	Quarterly Reports
	Quarterly Disclosure Reports
	Access Persons must complete a Quarterly Disclosure Report no later than 30 calendar days after the end of each calendar quarter. This report must list the information below for all transactions in a Reportable Security for the Access Persons and their Household Members:

■ Date of all transactions that occurred in that quarter

■ Account Numbers

■ Security name

■ Number of shares

■ Exchange ticker symbol or CUSIP number

■ Interest rate and maturity date

■ Principal amount of each reportable security

■ Nature of the transaction (buy, sell, etc.)

■ Price of the Reportable Security

■ Name of the broker-dealer that executed the transaction and

■ Date that the report is submitted to Personal Trading Compliance Office

All Access Persons are required to complete this report even if no reportable transactions were executed in that quarter.

Quarterly Household Member Report
All Access Persons must complete a Quarterly Household Members Disclosure Report no later than 30 calendar days after the end of each calendar quarter.

Quarterly Outside Participation Disclosure
This disclosure will be used to capture an Access Person’s participation on any outside investment committees, boards of publicly held companies and creditor’s committees.

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Specific Access Persons Provisions

Reporting and Certification (continued)
	Annual Reports
	Annual Training and Certification
	Once a year, Access Persons will be required to complete training on the Code of Ethics. Additionally, Access Persons will be required to provide a written or electronic certification of their understanding of the Code of Ethics by January 30th of each year. A similar certification will be required whenever a major revision is made to the Code of Ethics.
	Access Persons must complete an Annual Disclosure Report no later than 45 days after the end of each calendar year. Access Persons are required to review and validate that all brokerage account holdings listed on their year-end statements match those listed in the Protegent PTA System.
Brokerage Accounts
	Access Persons are required to report all brokerage accounts for which they have either Beneficial Ownership (See Glossary) or the ability to make trading decisions. Access Persons are presumed to have Beneficial Ownership of accounts held by Household Members.
		Limitations on Brokerage Accounts
			■	Access Persons and their Household Members are required to maintain brokerage accounts only at brokerage firms that have been approved by the Personal Trading Compliance Office. (See Exhibit B)
			■	The Personal Trading Compliance Office will conduct periodic surveillance of outside brokerage accounts as appropriate to ensure compliance with this provision.
		Duplicate Statements and Trade Confirmations
		Access Persons must direct their broker, trust account manager or other entity through which they have a securities trading account to supply the Personal Trading Compliance Office with copies of all trade confirmations and periodic statements for all of reportable brokerage accounts for which they have either Beneficial Ownership or the ability to make trading decisions, including those owned or controlled by Household Members. This should be done by completing a Brokerage Request Letter. (See Exhibit A)

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Specific Access Persons Provisions

Brokerage Accounts (continued)
	■	If the account contains only open-end mutual funds but can be used to trade in Reportable Securities, Access Persons must report the account and arrange for duplicate account statements and trade confirmations to be sent to the Personal Trading Compliance Office.

	Ø	For example, a brokerage account that only holds open-end mutual funds but can be used to purchase or sell shares of common stock.
Note: Access Persons do not have to report accounts that can hold or trade only non-TIAA-CREF open-end mutual funds.

	Prompt Notification of Brokerage Accounts
		■	Access Persons must disclose the opening of a new reportable brokerage account or a change to their list of Household Members in the Protegent PTA System.
		■	All new brokerage accounts must be reported to compliance within five business days.
		■	Access Persons may not effect any transactions in an account until the account has been disclosed in Protegent PTA.
	TIAA-CREF Fund Information
■	Access Persons are required to make available information regarding holdings or transactions in the Funds for themselves and their Household Members as part of their reporting under this Code of Ethics.
■	The Personal Trading Compliance Office may rely on the records of the Funds to obtain this information. However, if an Access Person does not own a Fund directly through the Fund or its transfer agent or if this Fund is owned by a Household Member, the Access Person must specifically report this security and may not rely on the records of the Funds.

■ For example, Fund shares are owned through a third-party advisory, brokerage, or other omnibus account.

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Specific Access Persons Provisions

Brokerage Accounts (continued)
		Managed Accounts
	■	Access Persons must receive approval from Personal Trading Compliance Office to establish and maintain a Managed Account (see Glossary).
	■	Access Persons are not required to preclear transactions or submit quarterly reports for such Managed Accounts.
	■	Access Persons will be required to complete a managed account form, which must be signed by the Access Person and their broker.
	■	A periodic attestation may be sent to Access Person in order to validate the account(s). Individuals with these types of accounts, however, are required to provide an annual certification that they do not currently and have not in the past exercised direct or indirect control over these managed accounts.
	■	Access Persons are also required to direct their brokerage firms to supply Personal Trading Compliance Office with copies of all trade confirmations and statements.
	■	Moreover, Access Persons are not allowed to invest in Initial Public Offerings or Private Placements in these types of accounts.

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Specific Access Persons Provisions

Administration of the Code
	Review of Reports
	All certifications and reports will be reviewed by the Personal Trading Compliance Officer, who will consult with senior management as appropriate. The review process may utilize automation. All violations of this Code of Ethics will be promptly reported to the Chief Compliance Officer of each affected Entity.
	Administrative Procedures
	The Personal Trading Compliance Officer along with the Chief Compliance Officer of the Funds may develop and promulgate administrative procedures under this Code of Ethics. Violations of these procedures constitute violations of this Code of Ethics.
	Automated System
	In general, certain reporting, monitoring, reviewing and other functions under this Code of Ethics will be implemented through the use of the Protegent PTA System.
	Sanctions
	Sanctions for violations of this Code of Ethics may be imposed by the Personal Trading Oversight Committee (see Glossary). One or more of the following sanctions may be imposed as applicable:

(i)	Additional mandatory training
(ii)	A letter of censure
(iii)	Unwinding of transactions
(iv)	Disgorgement of gains
(v)	Monetary fines
(vi)	A ban on personal trading
(vii)	Suspension
(viii)	Termination of employment.

Designees
The Personal Trading Compliance Officer may appoint designees to carry out his or her responsibilities under this Code of Ethics.

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Specific Access Persons Provisions

	Waivers
		The Personal Trading Compliance Officer and Personal Trading Oversight Committee may, in consultation as appropriate with Law, senior management and/ or others, grant waivers under this Code of Ethics. Records of all waivers granted shall be maintained by the Personal Trading Compliance Officer.
Estate Settlement Waivers
If an Access Person or their Household Member is both the executor/executrix and a direct beneficiary of an estate, the securities held in the estate are reportable and are subject to the Code of Ethics. In the event such an Access Person desires to sell the securities of such estate, the individual is required to provide a written letter to the Personal Trading Compliance Office expressing the:

(i)	Reasons for requesting a waiver along with supporting documentation,
(ii)	List of securities to be traded, and
(iii)	Timeframe within which the securities must be traded.

Upon receipt of such documentation, the Personal Trading Compliance Officer may give the Access Person approval to sell the specified securities on a date specified by Compliance. If an Access Person or their Household Member is not a direct beneficiary of an estate for which they are an executor/executrix, then the securities of the estate are not subject to this provision.

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Specific Access Persons Provisions

Preclearance Requirements
Access Persons preclearance requirements are as follows:
	■	Except as indicated in the “Securities Exempt from Preclearance & Reporting Requirements” section, Access Persons must preclear all transactions for themselves and their Household Members through the Protegent PTA System.
	■	Exchange-Traded Funds (ETF) not based on the Broad Based Indices specifically listed in Exhibit C must be precleared.
	■	Preclearance approvals are only valid for the business day on which they are obtained. This period may be extended at the discretion of the Personal Trading Compliance Officer due to timing limitations and other restrictions around trading period. (To avoid a violation, incomplete orders must be cancelled at the end of the day).
	■	Adherence to preclearance requirements does not override an Access Person’s responsibility of complying with other provisions of this Code of Ethics. Requesting preclearance means an Access Person declares the following:
			Ø	Access Person believes trade is available to all investors
			Ø	Access Person does not possess knowledge of material, nonpublic information regarding the issuer of that security
			Ø	Do not know of recent or proposed Fund or Client Account transaction in that security (or a Related Security)
Securities Requiring Preclearance & Reporting Requirements
	■	Equity Shares (i.e., common stocks)
	■	Government Securities (including GNMA and FNMA)
	■	Shares in Exchange-Traded Funds (i.e., Actively Managed ETF, not based on the Broad Based Indices on Exhibit C of the Code of Ethics)
	■	Shares in Closed-End Funds
	■	Corporate and Municipal Bonds
	■	Convertible Bonds
	■	Options on securities and non-approved Broad Based Indices
Special Preclearance Provision
	■	At the discretion of the Personal Trading Compliance Officer, special preclearance waivers may be granted if the value of a security falls 20 percent or greater below the purchase price of that security (This excludes Front Office Personnel and Access Persons in possession of material, nonpublic information). Employees in possession of Material, Nonpublic Information may not seek a waiver.

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Specific Access Persons Provisions

Securities Exempt from Preclearance & Reporting Requirements
	Access Persons are not required to preclear or report the following transactions:
	■	Open-end investment companies (other than ETFs) (e.g., mutual funds).
			Ø	Note: Access Persons are not required to preclear purchases and sales of Fund shares and Related Securities but transactions and holdings must be included in the initial, quarterly and annual disclosure reports.
	■	Money market instruments (e.g., bank CDs, commercial paper) and money market funds including affiliated Money Market Funds.
	■	Direct obligations of the U.S. Government (e.g., T-bills, U.S. Savings bonds). Direct obligations of the U.S. Government do not include municipal securities. This applies only to Access Persons located in the United States.
	■	Direct obligations of the United Kingdom. Obligations of other instrumentalities of the United Kingdom governments or quasi-government agencies are not exempt. This applies only to Access Persons located in the United Kingdom.
	■	Transactions executed in approved Managed Accounts (See Glossary)
	■	Currency Futures
	■	Purchase or sales of commodity futures contracts

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Specific Access Persons Provisions

Securities Exempt from Preclearance Requirements
	Access Persons are required to report but not preclear the following transactions:
	■	Purchases and sales of Fund shares and Related Securities
	■	Corporate actions such as stock dividends, dividend reinvestments, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.
	■	Automatic Purchases and Sales of Reportable Securities

		Note:	(i)	Securities holdings acquired in this manner must be reported on the Initial and Annual Disclosure Reports.
			(ii)	All subsequent sales of these securities by an Access Person or Household Member must be precleared and reported in the same manner as other Reportable Securities transactions.
■	Purchases or sales of securities and Related Securities based on approved Broad Based Indices. Such transactions may be effected through Exchange-Traded Funds. Permissible Indices include any official index that at a minimum has 25 securities with no one security representing more than 25% of the index at time of purchase. (This does not apply to Actively Managed Exchange-Traded Funds (See Glossary))
■	Acquisitions by inheritance
■	Gifts of securities (See below)
■	Purchases and sales of securities pursuant to a tender offer
■	Non-Volitional transactions (See Glossary)

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Specific Access Persons Provisions

Blackout Periods

Tier-One Access Persons
Tier-One Access Persons and their respective Household Members are prohibited from purchasing or selling a security (or a Related Security) during blackout periods below:

Black-Out Period Across All Funds
Within seven calendar days after any Fund or Client Account purchases or sells such security, limited to an order either initiated by active management or to an order that is likely to materially impact the price of the security.

Appearance of a Conflict
The Personal Trading Compliance Office shall monitor the trading activity, where appropriate, for a security in the Funds and Client Accounts to determine if an Access Person’s transaction, either taken by itself or as part of a pattern of trading activity, would result in the appearance of a conflict. In such situations, the Personal Trading Compliance Officer may recommend that additional action be taken (e.g., unwinding the transaction and/or disgorging profits). The Personal Trading Compliance Officer may consult with Legal, senior management, and others as appropriate.

■ De minimis – Disgorgement for transactions, net of commissions, where the resulting profits are less than or equal to $20 may be waived.

■ An Access Person may never elect not to place a trade for a Fund or Client Account that he or she would otherwise place to avoid triggering a Blackout Period.

Tier-Two Access Persons
Tier-Two Access Persons and their respective Household Members are prohibited from purchasing or selling a security (or a Related Security) on the day in which there is a pending Fund or Client Account purchase or sale order for such security, where the order is either initiated by active management or is likely to materially impact the price of the security.

Inadvertent Cross-trades
Access Persons should note that trades in a security (or a Related Security) during a blackout period and other potential conflict situations may result in a transaction being unwound and/or all profits disgorged even if the blackout period “cross” was inadvertent and even if the transaction had been precleared appropriately.

Tier-One Access Persons in particular should be aware of the risk that a Fund or Client Account may subsequently purchase or sell a security within seven days after that Access Person’s or Household Member’s trade. Repeat cross-trade violations may result in a ban on the Access Person personal trading.

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Specific Access Persons Provisions

Portfolio Managers, Research Analysts, Research Assistants and their Respective Household Members

■ Access Persons who own a security (or Related Security) for which they make an investment decision for a Fund or Client Account must disclose this to the head of the relevant area in Asset Management (Fixed Income or Equity), as appropriate, depending upon the Fund. Access Persons must disclose ownership of securities (or Related Securities) for which they make a recommendation for a Fund or Client Account during the course of communications about this security.

■ Access Persons may not make decisions for a Fund or Client Account or attempt to influence a Fund or Client Account transaction for purposes of enhancing the value of their own personal holdings.

■ Tier 1 (Front Office) Access Persons should refrain from buying or selling securities in the industry/sector that they cover.

■ Tier 1 Access Persons must disclose any personal security holdings that they manage within their covered industry/sector to the Personal Trading Compliance Office.

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Specific Access Persons Provisions

Exemptions for Independent Trustees

Independent Trustees of the Funds are subject to the General Standards of Conduct articulated at the beginning of this Code of Ethics, but are otherwise exempt from the specific prohibitions, preclearance and reporting requirements covering other Access Persons, except as described below:

■	An Independent Trustee shall be required to file a Quarterly Disclosure Report only if he or she knew, or should have known, of a Fund’s or Client Account’s trading activity or consideration of trading activity, where such knowledge is material, nonpublic information, in which case he or she shall be deemed an Access Person and subject to the specific prohibition, preclearance and reporting requirements of this Code of Ethics for the Quarter in which the information was received.
	Ø	Except for extraordinary circumstances, the receipt of trading information by a Trustee which is over three days old will not cause a Trustee to be subject to the specific prohibitions, and preclearance and reporting requirements of this Code of Ethics.
■	Independent Trustees will be required to provide a written or electronic certification of their understanding of the Code of Ethics by January 30th of each year

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Glossary

Access Person – Any employee, consultant, or other individual who:

(i)	Has access to nonpublic information regarding the purchase or sale of securities by any Fund or Client Account, or nonpublic information regarding the portfolio holdings of any Fund;
(ii)	Is involved in making securities recommendations or exercising investment discretionary powers for the Funds or Client Accounts, or who has access to such recommendations that are nonpublic;
(iii)	Is a trustee, director, or officer of any of the Funds, TAI or TCIM;
(iv)	Performs investment advisory services on behalf of TAI or TCIM and is subject to its respective supervision and control or;
(v)	Has been so designated by the Personal Trading Compliance Officer or a designee.

Actively Managed Exchange-Traded Funds – An exchange-traded fund that does not seek to track the return of a particular index by replicating or sampling index securities.

Automatic Purchase or Automatic Sale – Any periodic purchase or sale that is automatically executed according to a predetermined schedule and allocation in an investment account as part of an automatic investment plan. Examples of this would include Dividend Reinvestment Plans.

Beneficial Ownership – Beneficial Ownership is imputed to any person who has a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. A director, officer or employee may be deemed to have Beneficial Ownership of securities held by members of his or her immediate family who share the same household (e.g., spouse, domestic partner, children, etc.), or by certain partnerships, trusts, corporations or other arrangements.

Bona fide Gift – A gift is one where the donor does not receive anything of value in return.

Client Account – Any client portfolio managed by TAI and TCIM, other than the Funds.

Funds or TIAA-CREF Fund Complex – The TIAA-CREF Complex of Funds includes the College Retirement Equities Fund, the TIAA-CREF Funds, the TIAA-CREF Life Funds, and TIAA Separate Account VA-1.

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Glossary

Household Members – Any spouse, relative or domestic partner who shares a residence with an Access Person. Additionally, individuals for whom the Access Person provides material support are considered Household Members and are therefore also subject to this policy. One provides material support if they directly or indirectly provide more than 25% of the person’s income in the prior calendar year. Members of the immediate family living in the same household are deemed to provide each other with material support.

Initial Public Offering (IPO) – The first offering of a company’s securities to the public through an allocation by the underwriter. Secondary offerings are not considered IPOs for the purpose of this Code of Ethics.

Managed Account – An account in which the Access Person has no direct or indirect control over the investment decision making process. In general, brokerage accounts where the broker is given only some discretion to make investment decisions are not considered managed accounts. Access Persons and Household Members are permitted to have periodic conversations with the broker provided the conversations are not issuer specific. (e.g., change in investment parameters, etc.).

Non-Volitional transactions – Transactions in which an individual does not exercise investment discretion at the time of the transaction (e.g., calling of a security by the issuer, automatic exercise or liquidation of an in-the-money derivative instrument upon expiration pursuant to exchange rules, non-volitional receipt of gifts out of the control of the Access Person).

Notional Value – The value of a derivative’s underlying assets at the spot price. In the case of an options or futures contract, this is the number of units of an asset underlying the contract, multiplied by the spot price of the asset.

Portfolio Manager – Any employee who has responsibility for managing a Fund, any portion of a Fund, or any Client Account, plus his or her Household Members. Research analysts who have responsibility for managing a portion of a Fund or Client Account will be deemed Portfolio Managers with respect to such assets.

Personal Trading Compliance Office – The department within the Investment Compliance area that is responsible for administering this Code of Ethics.

Personal Trading Oversight Committee – Committee that has oversight responsibility for issues related to personal securities trading and investment activity by Access Persons. The committee is composed of investment, legal, risk management, institutional client services, trust services and compliance

Funds Code of Ethics Page 25 of 31

Glossary

Private Placement – An offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the US and the Listing Rules in the UK. These offerings are exempt from registration because they do not constitute a public offering and can include limited partnerships

Related Security – Any option, future, forward contract, or other obligation involving a given security, including any instrument whose value is derived from or closely related to that security, and any separate security that is convertible into, exchangeable for, or which otherwise confers a right to purchase that security. When used in reference to the Funds, the term “Related Security” includes separate accounts and other investment vehicles that invest in the Funds (e.g., TIAA-CREF Lifetime Variable Select, 529 College Savings Programs managed by TIAA-CREF, etc.).

Reportable Account – Any account that holds or can be used to purchase or sell a Reportable Security.

Reportable Security – Any security that is not specifically listed in the Exemptions from Preclearance and Reporting Requirements section of this Code of Ethics.

Research Analyst – An employee who has responsibility for making recommendations regarding particular securities for a Fund or Client Account, plus his or her Household Members.

Research Assistant – Any employee who has responsibility for directly assisting a Portfolio Manager with the management of a Fund or Client Account, or directly assisting a Research Analyst in making recommendations regarding particular securities, plus his or her Household Members.

TAI – Teachers Advisors, Inc.

TCIM – TIAA-CREF Investment Management, LLC

Tier-One Access Person – Any Access person who is a Portfolio Manager, Research Analyst, or Research Assistant, or who has otherwise been identified as a Tier-One Access Person by the Personal Trading Compliance Officer.

Tier-Two Access Person – Any Access Person who is not a Tier-One Access Person.

Funds Code of Ethics Page 26 of 31

Reference Card for Access Persons

This page is for reference purpose only.

All Access Persons must read the Code of Ethics and comply with its provisions.

Specific Requirements

Duplicate Statements & Confirmations

Access Persons must direct their broker, trust account manager and any entity through which they have a securities trading account to send the following directly to the Personal Trading Compliance Office:
■	Trade confirmations for each transaction of a Reportable Security (see Glossary)
■	Periodic brokerage statements for Reportable Accounts (see Glossary)

Preclearance

Access Persons must preclear in advance all orders to buy or sell securities in the Protegent PTA System.

Preclearance approval is valid only for the day in which it is received. (i.e., good ‘til cancel orders are prohibited).

Exemptions

Access Persons are not required to obtain preclearance approval for:
■	Transactions in open-end mutual funds (including TIAA-CREF Proprietary Funds)
■	Money Market Transactions
■	Currency and financial futures
■	Purchase or sales of securities based on Broad Based Indices (See Exhibit C)
■	Purchase or sale pursuant to Tender Offer
■	Transactions in approved managed accounts (see Glossary)
■	Corporate actions (For example, stock purchase plans, dividends, splits, DRIP, mergers, granted stock options, etc.)
■	Exercised rights – purchase or sale stock issued by issuer pro-rata to all holders of a class of security
■	Non-financial commodities (metals, oil, gas, agricultural futures, etc.)
■	Proprietary Fund allocation
■	Gift of securities received
■	Automatic Investment Plans
■	Automatic Purchases and Sales (see Glossary)

Private Placements

An Access Person must obtain prior approval from the Personal Trading Compliance Officer before participating in private placements. (For example, private equity investments, hedge funds, real estate limited partnerships, etc.)

Specific Prohibitions**

Initial Public Offerings

Access Persons and their Household Members are not permitted to participate in initial public offerings. Exceptions may be available in special circumstances at the discretion of the Chief Compliance Officer of the appropriate entity.

Brokerage Accounts

Access Persons and their Household Members are required to maintain brokerage accounts at brokerage firms that have been approved by the Personal Trading Compliance Office. Please see Exhibit B for a list of these firms.

Blackout Period

Tier 1
Tier 1 Access Persons and their Household Members are prohibited from purchasing or selling a security (or Related Security) seven days before or after a Fund or Client Account places a trade order. (Please see Blackout Period section for further details or information about passive trading.)

Tier 2
Tier 2 Access Persons and their Household Members are prohibited from purchasing or selling a security (or Related Security) on the same day that a Fund or Client Account places a trade order.

Short-Swing Profit Rule

Access Persons and their Household Members may not profit from a purchase then sale, or sale then purchase, of non-exempt or non-exempt related securities in the same issuer within 60 calendar days.

Selling Short

Access Persons and their Household Members are prohibited from selling securities short unless they own the securities in an equal notional value.

Questions?

Contact the Personal Trading Compliance Office at:
■	Personal Trading Compliance Office hotline:
	o	1-800-842-2733 ext 225599
	o	1-877-535-3910 ext 235599
■	E-mail: PersonalTradingCompliance@tiaa-cref.org

** Please read the Code of Ethics for other restrictions!

Page 27 of 31

Exhibit A: Sample Brokerage Account Letter
	8500 Andrew Carnegie Blvd Charlotte, NC 28262

Date

Broker Name

Broker Address

To Whom It May Concern:

(Enter employee name here) is an employee at TIAA-CREF or an affiliate and is an employee under one or more of its Personal Trading Policies. Or (enter household member name here) is a household member of (employee name), an employee under one or more Personal Trading Policies at TIAA-CREF.

To comply with the policy and the provisions of SEC and NASD Rules, TIAA-CREF requires duplicate copies of all confirmations and statements for the following account(s) (enter accounts here).

Please send the confirmations and statements to:

TIAA-CREF

P.O. Box 1285

Charlotte, NC 28201-1285

Please contact Gaynor Russell, the TIAA-CREF Personal Trading Compliance Officer, at (704) 988-1002 if you have any questions.

Sincerely,

Personal Trading Compliance Officer

Authorization of Account Holder

Page 28 of 31

Exhibit B: Approved Brokerage Firm List

1.	A.G. Edwards
2.	Bank of America
3.	Charles Schwab
4.	E*Trade
5.	Fidelity
6.	Merrill Lynch
7.	Morgan Stanley
8.	Scottrade Inc.
9.	Smith Barney
10.	TD Ameritrade
11.	TIAA-CREF Brokerage Services
12.	UBS Securities
13.	Wachovia

Page 29 of 31

Exhibit C: Broad Based Index List

N0.	Index Name	N0.	Index Name
1.	AMEX Composite Index	74.	MSCI EAFE Small Cap Index
2.	Dow Jones Industrial Average Index	75.	MSCI EAFE Value Index
3.	Dow Jones Australia Index	76.	MSCI Emerging Markets Index
4.	Dow Jones Brazil Index	77.	MSCI EMU Index
5.	Dow Jones Canada Index	78.	MSCI Japan Index
6.	Dow Jones France Index	79.	MSCI Korea Index
7.	Dow Jones Germany Index	80.	Pacific ex-Japan Index
8.	Dow Jones Global Select Dividend Index	81.	MSCI Taiwan Index
9.	Dow Jones Hong Kong Index	82.	MSCI United Kingdom Index
10.	Dow Jones Japan Index	83.	MSCI US Broad Market Index
11.	Dow Jones Malaysia Index	84.	MSCI US Investable Market 2500 Index
12.	Dow Jones Select Micro Cap Index	85.	MSCI US Investable Market Growth Index
13.	Dow Jones Singapore Index	86.	MSCI US Investable Market Value Index
14.	Dow Jones South Korea Index	87.	MSCI US Large Cap 300 Index
15.	Dow Jones Taiwan Index	88.	MSCI US Large Cap Growth Index
16.	Dow Jones Thailand Index	89.	MSCI US Large Cap Value Index
17.	Dow Jones U.K. Index	90.	MSCI US Micro Cap Index
18.	Dow Jones U.S. Index	91.	MSCI US Mid Cap 450 Index
19.	Dow Jones U.S. Large-Cap Index	92.	MSCI US Mid Cap Growth Index
20.	Dow Jones U.S. Mid-Cap Index	93.	MSCI US Mid Cap Value Index
21.	Dow Jones U.S. Small-Cap Index	94.	MSCI US Prime Market 750 Index
22.	Dow Jones Wilshire 4500 Completion Index	95.	MSCI US Prime Market Growth Index
23.	Dow Jones Wilshire 5000 Completion Index	96.	MSCI US Prime Market Value Index
24.	Dow Jones Wilshire 5000 Total Market Index	97.	MSCI US Small + Micro Cap Index
25.	Dow Jones Wilshire U.S. 2500 Index	98.	MSCI US Small + Micro Cap 2200 Index
26.	Dow Jones Wilshire U.S. Large-Cap Growth Index	99.	MSCI US Small + Micro Cap Growth Index
27.	Dow Jones Wilshire U.S. Large-Cap Index	100.	MSCI US Small + Micro Cap Value Index
28.	Dow Jones Wilshire U.S. Large-Cap Value Index	101.	MSCI US Small Cap 1750 Index
29.	Dow Jones Wilshire U.S. Micro-Cap Index	102.	MSCI US Small Cap Growth Index
30.	Dow Jones Wilshire U.S. Mid-Cap Growth Index	103.	MSCI US Small Cap Value Index
31.	Dow Jones Wilshire U.S. Mid-Cap Index	104.	Russell - 3000 Index
32.	Dow Jones Wilshire U.S. Mid-Cap Value Index	105.	Russell - 2000 Index
33.	Dow Jones Wilshire U.S. Small-Cap Growth Index	106.	Russell 2500 Index
34.	Dow Jones Wilshire U.S. Small-Cap Index	107.	Russell - 1000 Index
35.	Dow Jones Wilshire U.S. Small-Cap Value Index	108.	Russell 2000 Growth Index
36.	Dow Jones World Index	109.	Russell 2500 Growth Index
37.	Dow Jones Wilshire 5000 Total Market Index	110.	Russell 3000 Growth Index
38.	FORTUNE 500 Index	111.	Russell 2000 Value Index
39.	FTSE All World BRIC Index	112.	Russell 2500 Value Index
40.	FTSE All World Emerging Asia Pacific Index	113.	Russell 3000 Value Index
41.	FTSE All World Emerging Europe Index	114.	Russell 1000 Growth Index
42.	FTSE All World Emerging Index	115.	Russell 1000 Value Index
43.	FTSE All World ex US Index	116.	Russell Global Index
44.	FTSE All World Latin America Index	117.	Russell Global Large Cap Index
45.	FTSE All World Middle East & Africa Index	118.	Russell Global ex-U.S. Index

Page 30 of 31

Exhibit C: Broad Based Index List (continued)

N0.	Index Name	N0.	Index Name
46.	FTSE Asia Pacific Index	119.	Russell Midcap Growth Index
47.	FTSE Developed ex US Index	120.	Russell Midcap Value Index
48.	FTSE Developed ex NA Index	121.	Russell - Midcap Index
49.	FTSE Developed Europe ex UK Index	122.	Russell Top 200 Growth Index
50.	FTSE Developed Index	123.	Russell Top 200 Index
51.	FTSE Developed Small Cap ex US Index	124.	Russell Top 200 Value Index
52.	FTSE EMEA Index	125.	Russell/Nomura Total Market Index
53.	FTSE Emerging Asia Pacific Index	126.	NASDAQ Composite Index
54.	FTSE Eurobloc Index	127.	NASDAQ 100 Index
55.	FTSE Europe ex UK Index	128.	NASDAQ Capital Market Composite Index
56.	FTSE Kaigai Index	129.	NASDAQ Global Market Composite Index
57.	FTSE NASDAQ 500 Index	130.	NYSE Composite Index
58.	FTSE NASDAQ Large Cap Index	131.	Philadelphia Semiconductor Index
59.	FTSE NASDAQ Mid Cap Index	132.	S&P 500 Composite Stock Price Index
60.	FTSE World Asia Pacific Index	133.	S&P 500 / Citigroup Growth Index
61.	JPMorgan EMBI Global Core Index	134.	S&P 500 / Citigroup Value Index
62.	Morningstar Mid Core Index	135.	S&P Citigroup World Ex US Cap Range Index
63.	Morningstar Mid Growth Index	136.	S&P Europe 350 Index
64.	Morningstar Mid Value Index	137.	S&P 500 Index
65.	Morningstar Small Core Index	138.	S&P Midcap 400 Index
66.	Morningstar Small Growth Index	139.	S&P 100 Index
67.	Morningstar Small Value Index	140.	S&P 700 Index
68.	MSCI All Country Asia ex Japan Index	141.	S&P 900 Index
69.	MSCI All Country World ex US Index	142.	S&P 1000 Index
70.	MSCI All Country World Index	143.	S&P Composite 1500 Index
71.	MSCI BRIC Index	144.	S&P Global 100 Index
72.	MSCI Canada Index	145.	S&P Global 1200 Index
73.	MSCI EAFE Index

Page 31 of 31