Exhibit 12(b)

  1900 K Street, NW
 Washington, DC  20006-1110
 +1  202  261  3300  Main
 +1  202  261  3333  Fax
 www.dechert.com

CONSENT OF DECHERT LLP

April 29, 2014

College Retirement Equities Fund

730 Third Avenue

New York, NY 10017-3206

Re:	College Retirement Equities Fund
	Post-Effective Amendment No. 48 to Registration Statement

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. 48 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