As filed with the U.S. Securities and Exchange Commission on April 27, 2023
Registration File No. 033-00480 and File No. 811-04415

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-3

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

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):

College Retirement Equities Fund (CREF)

Individual, group and tax-deferred variable annuity contracts

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

Investment in a CREF variable annuity contract 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, each of which offers four classes (each, a “class”) of accumulation or annuity units (collectively, “units”), Class R1, Class R2, Class R3 and Class R4:

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 types of Contracts:

Subject to the terms of your Contract, if you are a new investor, you may be able to cancel your Contract within 10 days of receiving it without paying fees or penalties. In some states, this cancellation period may be longer. Upon cancellation, you will receive either a full refund of the amount you paid with your application or your total product value. You should review this Prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.

Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission’s (“SEC”) staff and is available at Investor.gov.

The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. The CREF Accounts are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency.

Table of contents

Special terms

The terms and phrases below are defined so you will know how they are used in this Prospectus. To understand some definitions, you may have to refer to other defined terms.

Account. Any of CREF’s investment portfolios. Each Account is a separate portfolio with its own investment objective, which offers four classes of units.

Accumulation. The total value of your accumulation units under the Contract.

Accumulation Phase. The phase during which investment account accumulations are held under a Contract prior to their being annuitized or otherwise paid out.

Accumulation Unit. A share of participation in an investment account for someone in the accumulation phase. Each class of each Account has its own accumulation unit value, which typically changes daily.

Annuitant. The natural person whose life is used in determining the annuity payments to be received. You are the Annuitant under the Contract.

Annuity Partner. The person you name, if you choose to receive income under a two-life annuity, to receive an income for life if he or she survives you. In some Contracts, this person is referred to as the second annuitant.

Annuity Phase. The phase during which investment account accumulations are annuitized or otherwise paid out.

Annuity Unit. A measure used to calculate the amount of annuity payments, which is based on the expenses of Class R3 of each Account.

Beneficiary. Any person or institution you name, in a form satisfactory to us, to receive benefits if you die during the accumulation phase 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”) or its affiliated exchanges NYSE Arca Equities or NYSE American (collectively with NYSE, the “NYSE Exchanges”) is open for trading. A Business Day generally ends at 4 p.m. Eastern Time or when trading closes on the NYSE Exchanges, if earlier. A Business Day may end early only as of the latest closing time of the regular (or core) trading session of any of the NYSE Exchanges.

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

Class. Each Account issues four classes of units (Class R1, Class R2, Class R3 and Class R4) which have different administrative and distribution expenses.

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

Certificate. The companion CREF certificate that was issued to you when you received your contract, or if not then, on the later date that you first participated in CREF, if applicable.

4     Prospectus  ■  College Retirement Equities Fund

Contract. The individual, group and tax-deferred variable annuity contracts described in this Prospectus under the section “The annuity contracts we offer,” including your certificate and any endorsements under the Contract.

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

Employer. Your employer is the organization that remits your premiums that you invest under your Contract.

Good Order. Actual receipt of an order along with all information and supporting legal documentation necessary to effect the transaction. This information and documentation generally includes your complete application (or complete request for redemptions, transfers, or withdrawals of payment of death or other benefits), 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 transaction. 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. In addition, it is also possible that if we are unable to reach you to obtain additional or missing information relating to incomplete applications, or transaction requests are not in good order, the transaction may be cancelled.

Guaranteed Period. The period during which annuity payments remaining due after your death and the death of your Annuity Partner, if any, will continue to be paid to the payee named to receive them.

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

Income Option. Any of the ways you can elect to receive your annuity income. It is also referred to as an “annuity option.”

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

Premiums. Monies invested to purchase Accumulation Units in an Account.

TIAA. Teachers Insurance and Annuity Association of America, which is the companion organization of CREF. TIAA offers variable and fixed annuities like TIAA Traditional, TIAA Real Estate Account and TIAA Access, which may be offered alongside the CREF Accounts. TIAA is also the parent company of CREF’s investment adviser and distributor, and serves as CREF’s administrator.

You or Your. This means any contract owner or any prospective contract owner. In certain instances, in accordance with the terms of your employer plan, your employer may exercise or limit certain rights under your contract or certificate.

Valuation Day. Any Business Day.

College Retirement Equities Fund  ■  Prospectus     5

Important information you should consider about the Contract

6     Prospectus  ■  College Retirement Equities Fund

College Retirement Equities Fund  ■  Prospectus     7

8     Prospectus  ■  College Retirement Equities Fund

Overview of the Contract

Purpose of the Contract

The Contract is a tax-deferred variable annuity contract. It is designed for retirement planning purposes and to help you accumulate assets through investments in the Accounts. The value of your investments or accumulation units is used to calculate your benefits under the Contract. At the end of the accumulation phase, we use that accumulation to calculate the payments that we make during the annuity phase. These payments can provide or supplement your retirement income. Generally speaking, the longer your accumulation phase, the greater your accumulated value may be for setting your annuity payouts and optional benefits. The Contract also includes a standard death benefit to help financially protect your designated beneficiary.

This Contract may be appropriate for you if you have a long investment time horizon. Any withdrawals made during the accumulation phase will reduce the accumulation of the Contract. Because withdrawals will be subject to ordinary income tax and may be subject to premature distribution taxes on early withdrawals if taken before age 59½, the Contract is not intended for individuals who may need to access invested funds within a short-term timeframe or on a frequent basis. In addition, the Contract is not intended for individuals who intend to engage in frequent transfers between the investment accounts.

Your financial goal in acquiring the Contract should be consistent with a long-term insurance product for retirement income or other long-term investment purposes offering the prospect of growth through the investment of premiums in the Accounts.

Phases of the Contract

The Contract has two phases: (1) an accumulation phase (for savings) and (2) an annuity phase (for income).

Accumulation phase

During the accumulation phase, earnings accumulate on a tax-deferred basis and are taxed as income when you make a withdrawal. Premium payments made during the accumulation phase are subject to your employer’s plan and IRC limits and may continue until the annuity starting date.

College Retirement Equities Fund  ■  Prospectus     9

To accumulate value during the accumulation phase, you may allocate your premiums and earnings into one or more Accounts that are available under the Contract and your employer’s plan. Currently, CREF offers eight Accounts: Stock, Global Equities, Growth, Equity Index, Core Bond, Inflation-Linked Bond, Social Choice and Money Market. Each Account has different investment strategies, objectives and risk profiles. Amounts that you allocate to an Account will increase or decrease in dollar value depending on the investment performance of the Account.

You bear the risk of any decline in the balance of your Contract resulting from the performance of the Accounts you have chosen. Your accumulation value could decline significantly, and there is a risk of loss of the entire amount invested. You should consider the investment objectives, risks, and charges and expenses of each Account carefully before making an investment decision. Additional information about each Account is provided in the Appendix at the end of this Prospectus.

Annuity phase

You enter the income phase when you annuitize your Contract. The annuity phase occurs after the annuity starting date and when you or a second annuitant begins receiving regular annuity payments from your Contract. During the income phase, you will receive a stream of income payments for the annuity payout period of time you elect. Subject to the provisions under your Contract and your employer’s plan, you can elect any one of the following options to receive annuity payments: (1) one-life annuity with or without a guaranteed period; (2) annuity for a fixed period; (3) two-life annuities; (4) minimum distributions; (5) retirement transition benefit (single-sum payments); and (6) Income Test Drive. Please note that when you annuitize, your investments are converted to income payments and you will no longer be able to make any additional withdrawals from your Contract. During the annuity phase, your annuity units will continue to be allocated to the Accounts chosen by you. All accumulation phase benefits terminate upon annuitization, including the standard death benefit.

Please note that when you annuitize, your accumulation will be converted to income payments. If you elect partial annuitization, you may apply a portion of your accumulation to one of the income payment options that we offer, while the remainder of your accumulation can remain invested in your investment account. When you fully annuitize your entire accumulation, generally, you will no longer be able to make withdrawals from your Contract and all accumulation phase benefits terminate, including the death benefit.

Contract features

The Contract provides for the accumulation of retirement savings and income. The Contract offers income, death benefit protection and various payout options.

Accessing Your Money. Before your Contract is annuitized, you can take withdrawals from your Contract. Withdrawals may reduce your account value, will

10     Prospectus  ■  College Retirement Equities Fund

be subject to ordinary income tax and may be subject to premature distribution taxes if you take a withdrawal before age 59½.

Tax Treatment. You can transfer money between Accounts without tax implications, and earnings (if any) on your investments are generally tax-deferred. You are taxed only upon: (1) making a withdrawal; (2) surrender of the Contract; (3) when you receive an income payment from the Contract; (4) payment of a death benefit; or (5) if you default on a loan from your Contract.

Death Benefit. The Contract includes a standard death benefit, which will pay a death benefit to your designated beneficiary at the time of your death.

Loans. To the extent your employer’s plan provides and in accordance with certain other conditions, you may request a loan from your available investment account accumulations and it must be requested before your annuity starting date. The loan will be issued in accordance with the terms of a loan agreement and the loan agreement will describe the terms, conditions and any fees or charges for the loan.

Additional features

Systematic Withdrawals. Subject to the provisions under your Contract, you may have withdrawals redeemed from one or more of the Accounts on a systematic basis. Systematic withdrawals are generally subject to a minimum amount of $100 and may be scheduled to be paid semi-monthly, monthly, quarterly, semi-annually or annually. Withdrawals may lower your Contract value, will be subject to ordinary income tax and may be subject to a premature distribution tax if taken before age 59½.

Systematic Transfers. Subject to the provisions under your Contract, systematic transfers between Accounts are generally subject to a minimum amount of $100. Systematic transfers may be scheduled semi-monthly, monthly, quarterly, semi-annually or annually.

Systematic Withdrawals to Pay Advisory Fees. Subject to the provisions under your Contract, you may authorize a series of systematic withdrawals to pay the fees of your financial advisor. Such withdrawals may occur monthly, quarterly, semi-annually or annually and are transacted at the current accumulation unit value (“AUV”) of the specified Investment Account. Withdrawals will lower your Contract value.

College Retirement Equities Fund  ■  Prospectus     11

12     Prospectus  ■  College Retirement Equities Fund

College Retirement Equities Fund  ■  Prospectus     13

14     Prospectus  ■  College Retirement Equities Fund

College Retirement Equities Fund  ■  Prospectus     15

16     Prospectus  ■  College Retirement Equities Fund

College Retirement Equities Fund  ■  Prospectus     17

18     Prospectus  ■  College Retirement Equities Fund

Who we are and other related information

CREF

Founded in 1952, CREF is a nonprofit membership corporation established in New York State. Its home office is located 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 is a diversified, open-end management investment company that is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”). CREF, the first company in the United States to issue a variable annuity, is the companion organization of TIAA. CREF is also subject to regulation by the New York State Department of Financial Services (“NYSDFS”) and the insurance departments of certain other jurisdictions in which the Contracts are offered. For additional information, see the SAI.

TIAA was founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and offers traditional annuities, such as TIAA Traditional. 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”). TIAA is located at 730 Third Avenue, New York, NY 10017-3206.

Together, CREF and TIAA form the principal retirement system for the nation’s education and research communities and one of the largest retirement systems in the world based on assets under management. As of December 31, 2022, CREF’s net assets were approximately $215.4 billion and the combined net assets for TIAA, CREF and other entities within the TIAA organization totaled approximately $1.21 trillion.

The Accounts

Currently, CREF offers eight Accounts: Stock, Global Equities, Growth, Equity Index, Core Bond, Inflation-Linked, Social Choice and Money Market Accounts. The Accounts are designed to fund individual and group variable contracts in retirement plans. CREF may in the future offer additional Accounts.

Although CREF owns the assets of each Account and the obligations under the Contract are obligations of CREF, the Contract states that each Account’s income, investment gains, and investment losses are credited to or charged against the assets of that Account without regard to CREF or the other Accounts’ other income, gains, or losses. Under New York law, we cannot charge any Account with liabilities incurred by any other Account, nor can CREF be charged with any liabilities incurred by TIAA or any of its affiliates other than those arising from the Contracts.

When the Contracts are purchased through qualified plans, earnings on accumulation in the Accounts are not taxed until withdrawn or paid as annuity income (see “Taxes,” below).

College Retirement Equities Fund  ■  Prospectus     19

You may allocate premiums among the Accounts.

Though the Accounts are available under the terms of your Contract, they may not be available under the terms of your employer’s plan. You may only invest in those Accounts available under the terms of your employer’s plan. Although offered by TIAA, the TIAA Traditional Annuity, the TIAA Real Estate Account, and TIAA Access may not be offered by your employer’s plan and are not covered by the terms of this Prospectus. In addition, your employer’s plan may impose additional restrictions, including restrictions on allocations of premiums and transfers of accumulation. Please see your employer’s plan.

CREF reserves the right to change the Accounts available in the future, including adding, removing or merging Accounts, or materially changing their investment characteristics.

As with all variable annuities, your accumulation will increase or decrease depending on the investment performance over time of the Accounts that you select. We do not guarantee the investment performance of any of the Accounts, and you bear the entire investment risk.

The information regarding each Account available under your Contract, including (i) its name; (ii) a statement concerning its investment objectives and strategies; (iii) its investment adviser; (iv) current expenses; and (v) performance is provided below in this Prospectus under “Appendix—Additional information about the Accounts available under the Contract.” Expense information regarding the Accounts is located above in the section entitled “Fee and expense tables of each Contract.”

Portfolio holdings disclosure

A description of CREF’s policies and procedures with respect to the disclosure of the Accounts’ portfolio securities is available in the SAI.

Your 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. Each class will have exclusive voting rights on any matter submitted to participants that relates solely to such class. Each class will also have separate voting rights on any matter submitted to participants in which the interests of one class differ from the interests of any other class.

20     Prospectus  ■  College Retirement Equities Fund

Management of the Accounts

The investment adviser

TIAA-CREF Investment Management, LLC (“TCIM”) manages the assets of each CREF Account under the supervision of the Board of Trustees of CREF (“Board of Trustees”). TCIM is a wholly controlled 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, LLC (“Advisors”). As of December 31, 2022, TCIM and Advisors together had approximately $556.7 billion of 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 provided by TCIM to the Accounts are provided by TCIM at cost.

During the fiscal year ended December 31, 2022, the Accounts reimbursed TCIM for its aggregate investment management expenses expressed as a percentage of the Accounts’ total net assets of 0.062%. TCIM offers its investment management services to the Accounts on an at-cost basis.

A discussion regarding the basis for the Board of Trustees’ 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.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.

College Retirement Equities Fund  ■  Prospectus     21

22     Prospectus  ■  College Retirement Equities Fund

College Retirement Equities Fund  ■  Prospectus     23

The Accounts’ SAI provides additional disclosure about the compensation structure for each of the Accounts’ 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 in each of the Accounts they manage.

The Distributor

The principal underwriter and distributor of the Contracts is TIAA-CREF Individual & Institutional Services, LLC (“Services”), a wholly controlled subsidiary of TIAA. Services is registered with the SEC as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). Its address is 730 Third Avenue, New York, NY 10017. No commissions are paid to dealers as a percentage of purchase payments. Underwriting commissions are not paid to Services for distribution of the Contracts. Each class of each Account pays Services an annual Rule 12b-1 fee to cover the expenses Services incurs on its behalf on an at-cost basis, up to a maximum annual fee of 0.25% of average net assets.

24     Prospectus  ■  College Retirement Equities Fund

Administrator

TIAA, which serves as administrator to CREF, is located at 730 Third Avenue, New York, NY 10017-3206. Administrative expenses, which are charged to cover expenses of the administration and operations of CREF and the Contracts on an at-cost basis, include expenses associated with recordkeeping, premium allocation, tax and financial reporting, accounting, legal and compliance, facilities, and other Contract owner-related services. Administrative expenses may also include certain costs associated with the provision by TIAA entities of recordkeeping and other plan-related services for plans and their participants utilizing the Contracts.

About CREF’s expenses

CREF deducts expenses from the net assets of each class of each Account each Valuation Day for, among other services and expenses, investment management, administration and distribution services. Please see the section above entitled “Fee and expense tables of each Contract” for the amounts of these estimated Account-level expenses. TIAA or subsidiaries of TIAA provide or arrange for the provision of these services for CREF “at cost” to TIAA and its affiliates. Each Account currently issues four classes of units under the Contracts: Class R1, Class R2, Class R3 and Class R4. There are differences among the expenses associated with each class, such as different administrative and distribution expenses, as described below.

● Investment management expenses. These expenses generally include investment management, portfolio accounting and custodial services, and are the same across all classes within an Account as a percentage of each class’s average daily net assets. These expenses are included in the category labeled “Management fees” in the expense table above.

● Administrative expenses. Administrative expenses cover two types of expenses. The first type of expenses are charged to each class to cover the administration and operations of CREF and the Contracts, including expenses associated with Contract recordkeeping, tax and financial reporting, accounting, legal and compliance, facilities, and other Contract owner-related services. The second type of expenses are charged to Classes R1, R2 and R3 only and include certain costs associated with the provision by TIAA entities of recordkeeping, premium allocation, and other plan-related services for plans and their participants utilizing the Contracts. These administrative expenses are allocated to each CREF Account and to each class within an Account in accordance with applicable allocation procedures. This means that participants invested in a particular CREF Account will be subject to different administrative expenses depending upon the class of the Account they own. These expenses are included in the category labeled “Other expenses: Administrative expenses” in the expense table above.

College Retirement Equities Fund  ■  Prospectus     25

● Distribution expenses. These expenses are paid under a distribution plan that CREF has adopted authorizing payment of Rule 12b-1 or distribution expenses. These expenses are for all expenses associated with the provision of distribution services for the CREF Contracts, and consistent with the administrative services, relate in part to expenses charged to each class and in part to expenses charged to Classes R1, R2, and R3 only. The distribution 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 attributable to any class. These expenses are allocated to each CREF Account and to each class within an Account in accordance with applicable allocation procedures. This means that participants invested in a particular CREF Account will be subject to different distribution expenses depending upon the class of the Account they own. These expenses are included in the category labeled “Other expenses: Distribution expenses” in the expense table above.

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. These expenses may be allocated to one or more particular CREF Accounts and/or classes in accordance with applicable allocation procedures.

CREF also deducts a mortality and expense risk charge that is paid to TIAA 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. This mortality and expense risk charge is a direct insurance charge. This charge is the same across all Accounts and classes within an Account as a percentage of each class’s average daily net assets. This expense is included in the category labeled “Base contract expenses” in the expense table above.

All expenses of an Account not specifically attributable to a particular class of that Account are allocated to each class of the Account on the basis of the net assets attributable to that class in relation to the aggregate net assets of the Account. Expenses attributable to an Account allocated to a particular class are borne equally within an Account as a percentage of each class’s average daily net assets by all units within that class.

The estimated annual expense deduction rates that appear in this Prospectus reflect estimates of the amounts we currently expect to deduct to approximate the costs that CREF will incur from May 1, 2023 through April 30, 2024. Actual expenses may be higher or lower.

After the end of every calendar quarter, CREF reconciles the amount deducted from each class of an Account with the expenses actually incurred by the class of the Account and, if there is a difference, it is added to or deducted from the class of the Account in equal daily installments over the remaining days of the quarter, provided that material differences may be repaid in the current calendar

26     Prospectus  ■  College Retirement Equities Fund

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 class of an Account, and the size of any adjusting payments will be directly affected by how different the projections are from a class of an Account’s actual assets or expenses. To the extent that the cost projections substantially differ from an Account’s actual expenses, the cost deduction rates may be adjusted.

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 Services for distribution services, pursuant to its 12b-1 plan, as described above.

TIAA plan pricing arrangements can affect the overall costs of retirement investment for employers and participants and are not reflected in the CREF “at cost” expenses described in this Prospectus. For example, since all Class R4 participants participate through employer retirement plans, the total expense to each Class R4 participant would include, in addition to the CREF expenses described in this Prospectus, plan-level fees for TIAA recordkeeping that the plan passes on to the participant. For Contracts offered under a retirement plan through your employer, please contact TIAA (as noted in the section of this Prospectus entitled “Information from TIAA: TIAA plan pricing, employer plan fees and potential transfer fees” below) if you would like additional information.

Each Account currently issues four classes of units under the Contracts. CREF may in the future choose to offer additional or fewer classes of units of the Accounts.

Other than the Account-level expenses detailed in the section entitled “Fee and expense tables of each Contract” above, no other fees and expenses are charged by CREF, including no sales loads, charges for optional benefits or administrative fees. No commissions are paid on CREF transactions. All Account-level expenses are paid out of the assets of the Accounts. Depending upon your state of residence and personal circumstances, various premium and other tax consequences may apply to you. Some states assess premium taxes on the qualified accumulation based on current state insurance laws, subject to the provisions of your Contract, and our status in the state. Generally, premium taxes range from 0% to 1%, on qualified annuity contract premiums depending on the state. Please consult your personal tax advisor for more information on your personal tax circumstances.

College Retirement Equities Fund  ■  Prospectus     27

Information from TIAA: TIAA plan pricing, employer plan fees and potential transfer fees

TIAA provides recordkeeping and other plan-related services for many retirement plans and their participants investing in the CREF Accounts. An employer that sponsors a retirement plan typically agrees with TIAA on the services to be provided and a total price for providing these services to the plan and its participants. TIAA plan pricing arrangements can affect the overall costs of retirement investing for employers and participants. TIAA plan pricing arrangements are not reflected in the CREF Account expenses described in this Prospectus, and may result in compensation to TIAA that is more or less than TIAA’s cost associated with services for any plan. In particular, although Class R4 participants will not be charged for any recordkeeping-related expenses through Class R4’s expense ratio, the overall expense to a participant would depend on the plan-level fees of TIAA for recordkeeping that the plan passes on to a participant. The details of TIAA plan pricing arrangements are the sole responsibility of TIAA and the employer and are not reflected in this Prospectus. For additional information, call TIAA at 800-842-2252.

Your employer may, in accordance with the terms of your plan, instruct TIAA to withdraw amounts from your accumulations under your Retirement Choice or Retirement Choice Plus Contract, and, if your certificate so provides, on your GRA, GSRA or GA Contract, to, among other things, meet the total plan price agreed to by TIAA and your employer for recordkeeping and other plan-related services. TIAA also reserves, in accordance with its procedures, the right to suspend or reinstate the employer’s instruction for a plan to make such withdrawals. The amount and the effective date of an employer plan fee withdrawal will be in accordance with the terms of your plan. Withdrawals are effected by TIAA solely at the instruction of the employer sponsoring the retirement plan, and a withdrawal cannot be revoked after its effective date under the plan.

Currently, TIAA does not charge CREF participants for transfers of their accumulations to the TIAA Traditional annuity product. However, TIAA reserves the right to charge CREF participants in the accumulation phase a fee on transfers to TIAA Traditional in the future. CREF participants will receive prior notice of the imposition of such a transfer fee.

The annuity contracts we offer

Annuity Contracts. You or your employer can purchase Contracts we offer (as described below) in connection with tax-qualified pension plans under IRC sections 401(a)/403(a) (including 401(k) plans), and plans under IRC sections 403(b), 414(d), 415(m), 457(b), or 457(f), as well as Traditional, Roth and Rollover IRAs and SEP IRAs. The tax advantages available with these Contracts exist solely through one of these types of retirement plans or accounts. In contrast to many variable annuities, because these Contracts can invest in funds

28     Prospectus  ■  College Retirement Equities Fund

available to the general public, if the Contracts are not issued or purchased through one of these types of retirement plans, the taxes on gains will not be deferred. You should carefully consider the advantages and disadvantages of owning a variable annuity in a tax-qualified plan, as well as the costs and benefits of the Contract (including annuity income), before you purchase the Contract in a tax-qualified plan. We also offer non-qualified ATRA (After-Tax Retirement Annuity) Contracts. We are not making any representation regarding the tax qualification status of any plan.

As with all variable annuities, your accumulation will increase or decrease depending on the investment performance over time of the Accounts that you select. We do not guarantee the investment performance of the Accounts, and you bear the entire investment risk.

Subject to your employer’s plan and/or other eligibility requirements, we offer 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

● GA (Group Annuity) and Institutionally Owned GSRAs

● Traditional and Roth IRAs and Rollovers (Individual Retirement Annuity) including SEP IRAs (Simplified Employee Pension Plans) (Rollover IRAs are no longer offered but we continue to service them)

● Keogh (no longer offered)

● ATRA (After-Tax Retirement Annuity)

RA (Retirement Annuity) and GRA (Group Retirement Annuity). RA and GRA Contracts are used mainly for employer sponsored retirement plans. RA Contracts are issued directly to you. GRA Contracts, which are group contracts, are issued through an agreement between your employer and CREF.

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 contributions, though you will not 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 Contract. Your GRA premiums can be from pre-tax or after-tax contributions. As with RAs, you can transfer your 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 generally limited to supplemental voluntary tax-

College Retirement Equities Fund  ■  Prospectus     29

deferred annuity (TDA) plans and supplemental 401(k) plans. SRA Contracts are issued directly to you. GSRA Contracts, which are group 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 contributions, though you will not be able to take tax deductions for these contributions. Although you cannot pay premiums directly, you can transfer amounts from other TDA plans subject to the terms of the plan.

Retirement Choice/Retirement Choice Plus Annuities. These are very similar in operation to the GRAs and GSRAs, respectively, except that 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 Contracts 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 (you cannot pay the premiums directly to CREF) and your employer or the plan’s trustee may control the allocation of contributions and transfers to and from these Contracts including withdrawing completely from CREF. 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 may be different, and are determined by your plan. Ask your employer or plan administrator for more information.

Traditional and Roth IRAs. Under current law you may make deductible IRA contributions past age 70½. You and your spouse can each open a Traditional IRA with an annual contribution of up to $6,500 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 $7,500. The combined limit for your contributions to a Traditional IRA and a Roth IRA for a single year is $6,500, or $7,500 if you are age 50 or older, excluding rollovers. (The dollar limits listed are for 2023; different dollar limits may apply in future years. IRA contributions made after age 70½ are coordinated with any concurrent or future qualified charitable distributions to prevent duplicate tax benefits. Consult with your qualified tax advisor for more information.)

You and your spouse can each open a Roth IRA with an annual contribution of up to $6,500 or with a rollover from another IRA or a Traditional IRA issued by CREF, subject to federal tax laws applicable to Roth IRA conversions. If you are age 50 or older, you may contribute up to $7,500. The combined limit for your contributions to a Traditional IRA and a Roth IRA for a single year is $6,500, or $7,500 if you are age 50 or older, excluding rollovers. (The dollar limits listed are for 2023; different dollar limits may apply in future years.)

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

30     Prospectus  ■  College Retirement Equities Fund

Traditional 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. If you are a self-employed individual who owns an unincorporated business you could, prior to 2013, use CREF’s Keogh Contracts for a Keogh plan and cover common law employees, subject to CREF’s eligibility requirements. Note, however, that while CREF will offer new Contracts for new entrants into Keogh plans established prior to 2013, it will no longer offer Contracts for Keogh plans that CREF is not currently funding.

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. Please see the section entitled “Taxes” 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.

Contract Variations Due to State Laws. There are no material state variations of the same contract type from one state-specific contract to another state-specific contract in terms of features, restrictions, limitations, benefits and charges. You should review your Contract along with this Prospectus to understand the product features, restrictions, limitations, benefits and charges under your Contract.

Changes to the Contract. We can make any changes to CREF, the Accounts or to the Contract as required by applicable insurance law, the IRC, or the 1940 Act. We can make some changes at our discretion, subject to NYSDFS and SEC approval, as required. CREF can (i) continue to operate under the 1940 Act as an open-end management investment company with Accounts or in any other form permitted by law, (ii) deregister under the 1940 Act if registration is no longer required, or (iii) combine with, re-register as, or otherwise become an insurance company separate account, which may be associated with TIAA. To the extent CREF becomes an insurance company separate account associated with TIAA, as permitted by law, TIAA can transfer some or all of its assets to another separate account of TIAA or another insurance company or transfer the Contract to another insurance company.

Starting out and how to purchase a contract

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 transaction request along with all information and supporting legal documentation necessary to effect the transaction. This information and documentation

College Retirement Equities Fund  ■  Prospectus     31

generally includes your complete application (or complete request for redemptions, transfers, withdrawals, or payment of death or other benefits) 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 (including, among others, a purchase, redemption, or withdrawal request or request to pay benefits) 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. In addition, it is also possible that if we are unable to reach you to obtain additional or missing information relating to incomplete applications, or transaction requests that are not in good order, the transaction may be cancelled.

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.

When we receive complete allocation instructions from you in good order, we will 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.

Currently, CREF does not restrict the amount or frequency of premiums contributed 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 IRC 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, or to any Contract used to fund a non-qualified deferred compensation arrangement. The Inflation-Linked Bond Account is not available as an investment choice in the ATRA Contract, and this restriction applies to premiums and also to transfers between Accounts under the Contract.

32     Prospectus  ■  College Retirement Equities Fund

In most cases, CREF accepts premiums to a Contract during your accumulation phase. 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. There are currently no minimum account values and we do not charge a low balance fee.

Note that we cannot accept credit cards, money orders, travelers’ checks or digital (including virtual or crypto) currencies (e.g., Bitcoin). 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.

Important information about procedures for opening a new account

To help the United States government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions, including us, to obtain, verify and record information that identifies each person who purchases a Contract.

What this means for you

When you apply for a Contract, we will ask for your name, street address (not a post office box), date of birth, Social Security number and other information, such as your home telephone number, that will allow us to identify you. Until you provide us with the information we need, we may not be able to issue a Contract or effect any transactions for you.

In certain circumstances, we may be required to block a Contract owner’s ability to make certain transactions and may refuse to accept any premium payments or requests for transfers, withdrawals, surrenders, annuitization, or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your Contract to government regulators without notice or your consent.

Class eligibility

Each Account currently issues four classes of units under the Contracts: Class R1, Class R2, Class R3 and Class R4. Each Account’s investments are held by the Account as a whole, not by a particular class of units, so an investor’s money will be invested the same way no matter which class is held. However, there are

College Retirement Equities Fund  ■  Prospectus     33

differences among the expenses associated with each class, such as different administrative and distribution expenses. Certain classes have higher expenses than other classes, which will lower the return on your investment when compared to a less expensive class. Eligibility for Class R1, Class R2 and Class R3 is generally based either upon the amount of aggregate retirement plan assets a participant’s institution has invested in all CREF Accounts or, for participant assets not associated with a retirement plan, the type of product through which the CREF assets are held. Eligibility for Class R4 is based upon whether a participant institution has adopted Retirement Choice/Retirement Choice Plus Contracts and entered into a recordkeeping services agreement with TIAA. For purposes of allocation of income, gains, appreciation/depreciation, and expenses, all annuity units will be aggregated with Class R3.

Generally, CREF class eligibility is as follows:

Please contact us if you have questions or would like assistance in determining your class eligibility. CREF reserves the right to change or suspend these eligibility requirements. CREF may add, delete, or modify one or more classes or may stop providing annuity units from one or more classes.

Choosing accounts

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:

● using the TIAA website’s account access feature at www.tiaa.org;

● calling our Automated Telephone Service (24 hours a day) at 800-842-2252; or

● writing to TIAA at P.O. Box 1259, Charlotte, NC 28201.

34     Prospectus  ■  College Retirement Equities Fund

You may be required to complete and return certain forms (in good order) to effect these transactions.

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 AUV for each class of each Account depends on the Account’s investment performance and the expenses of that class. We calculate AUV at the end of each Valuation Day. Your accumulation equals the number of accumulation units you own in a class of an Account multiplied by the AUV for that class.

How we value assets

TCIM oversees the calculation of 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 generally use market quotations or values obtained from independent pricing services to value securities and other instruments held by the Accounts. If market quotations 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. For fixed-income instruments, we generally utilize matrix pricing, which is also considered to be fair value pricing. We will 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 the AUV is calculated. For example, we will use a domestic security’s fair value when the exchange on which the security is principally traded closes early or when trading in the security is halted and does not resume before the 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 the AUV. Although we fair value portfolio securities on a security-by-security basis, Accounts that hold foreign portfolio securities will 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 occurs, 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 will 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 will 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.

College Retirement Equities Fund  ■  Prospectus     35

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 will reduce some of the certainty in pricing obtained by using actual market close prices.

The Accounts’ fair value pricing procedures provide, among other things, for each Account 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 Exchanges. For these securities, the Accounts use a fair value pricing service approved by TCIM, as the valuation designee. This pricing service employs quantitative models to value foreign equity investments in order to adjust for stale pricing, which occurs between the close of certain foreign exchanges and the close of the NYSE Exchanges. Fair value pricing is subjective in nature and the use of fair value pricing by an Account may cause the AUV of units within a class of an Account to differ significantly from the AUV 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 securities to determine, among other things, whether the price of such securities reflects fair value at the close of the NYSE Exchanges based on market movements. Additionally, we may fair value any security when it is believed the last market quotation is not readily available or such quotation does not represent the fair value of that security. The Board of Trustees has designated TCIM as the valuation designee pursuant to Rule 2a-5 under the 1940 Act and delegated to TCIM the responsibility of making fair value determinations.

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

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.

If you need to cancel

Generally, you may cancel any RA, SRA, GSRA, Traditional 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

36     Prospectus  ■  College Retirement Equities Fund

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 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. Cancellation of a Contract may have adverse tax consequences.

Conflicts of interest

Please note that your investment professional may receive compensation for selling this Contract to you, in the form of an additional cash benefit (e.g., a bonus). Accordingly, your investment professional may have a financial incentive to offer or recommend this Contract over another investment. In addition, some investment professionals may have a financial incentive to offer you a new Contract in place of the one you already own. You should only exchange your Contract if you determine, after comparing the features, fees, and risks of both Contracts, that it is preferable for you to purchase the new Contract rather than continue to own the existing Contract.

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 ways:

● From a class of an Account to the same class of another Account;

● 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 charges or 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 (including any potential contract-level charges on transfers) may be limited by the terms of your employer’s plan, by current tax law, by eligibility requirements of the product to which you transfer or by the terms of your Contract, as set forth below. You should be aware that each Account may from time to time, in its discretion, suspend, change or terminate the processes and procedures outlined below for purchasing, withdrawing and transferring your money to or from an Account. Transfers 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, which must generally be at

College Retirement Equities Fund  ■  Prospectus     37

least $100) or your entire accumulation, if less. These minimums may be reduced or eliminated in the future. Any such change will be applied uniformly across all Contracts going forward. Cash withdrawals, transfers to TIAA to immediately begin annuity income 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 and cash withdrawals are currently free (although no such limit applies to transfers from TIAA Access). Because excessive transfer activity can hurt performance and other participants, CREF may in the future, subject to applicable state law and the terms of your Contract, limit how often you transfer or otherwise modify the transfer privilege, including, among other things, placing restrictions on transfers or charging fees for transfers and/or withdrawals. 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. Any transfers (including any potential contract-level charges) to the TIAA Traditional Annuity or to any TIAA separate account will be subject to TIAA’s rules and the terms of TIAA’s contracts. 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 are 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.

Subject to the provisions under your Contract, you may redeem the entire current account accumulation or withdraw a lesser amount from one or more of the investment accounts. Generally, withdrawals are not permitted less than $1,000. Such withdrawals will not be available before the earliest date permitted under your employer’s plan. A portion of your account accumulation available to withdraw may be limited by your employer’s plan.

If you are married and if some or all of your accumulation is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), your right to receive your entire account accumulation is subject to the rights of your spouse. Withdrawals may lower your Contract value, will be subject to ordinary tax and may be subject to a premature distribution tax if taken before age 59½.

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. Each Account may from time to time, in its discretion, suspend, change or terminate the processes and procedures for systematic withdrawals and transfers, although the Accounts will notify you if this occurs.

38     Prospectus  ■  College Retirement Equities Fund

Transfers/exchanges to and from CREF Accounts and other TIAA Accounts and Funds

Subject to your employer’s plan, current tax law, the terms of your Contract or the conditions below, you can transfer or exchange some or all of your accumulation from a class of one Account to the same class of 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, such transfers or exchanges will be valued based on each Account’s or other product’s then-current price. Such transfers must generally be at least $1,000 (except for systematic transfers, which must generally be at least $100) or your entire accumulation, if less. These minimums may be reduced or eliminated in the future. Any such change will be applied uniformly across all contracts going forward. 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. Because excessive transfer activity can hurt performance and other participants, CREF may in the future, subject to applicable state law and the terms of your Contract, limit how often you transfer or otherwise modify the transfer privilege, including, among other things, placing restrictions on transfers or charging fees for transfers and/or withdrawals. CREF also reserves the right to stop accepting or to limit internal transfers to any Account at any time.

Under RA, SRA, 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 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. 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, federal tax law and CREF’s class eligibility requirements, 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 Traditional 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.

College Retirement Equities Fund  ■  Prospectus     39

Similarly, subject to your employer’s plan and CREF’s class eligibility requirements, you may be able to roll over funds from 401(a), 403(a), and 403(b) and governmental 457(b) plans to a CREF Traditional IRA or, subject to applicable income limits, from an IRA containing funds originally contributed to such plans, to either a CREF Traditional or Roth IRA. Please consult your qualified tax advisor for more information before making any IRA rollover.

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 held by the sponsor of a private 457(b) plan can be transferred only to another private 457(b) plan sponsor, if both plans allow a transfer. 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. Please consult your qualified tax advisor for more information before making any IRA rollover.

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 such monies to another Account or investment option, subject to the terms of your plan, and without your consent.

Class conversions

CREF will periodically review each institutional client and/or individual and annuity product and assess whether such client or product continues to remain eligible for the class in which it is invested. If CREF determines that a particular participant Contract no longer meets the eligibility requirements for a particular class, or that it meets the eligibility requirements of another class and is entitled to receive services consistent with that class, CREF may automatically convert the Contract’s value to a different class of the same Account. Any such conversion will be preceded by written notice to participants. CREF reserves the right to decline to convert a CREF Contract even if it no longer meets the eligibility requirements of its current class.

40     Prospectus  ■  College Retirement Equities Fund

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 lifetime annuity income from that Contract. If you have a small account value (under $5,000) 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. In addition, if you are married, you may be required by law or your employer’s plan to provide advance written consent from your spouse before CREF makes certain transactions on your behalf.

Under current federal tax law, salary reduction money (and the income on that money) cannot be withdrawn under certain retirement plans (including, without limitation, 403(b) 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 IRC. In general, however, there is no premature distribution tax on distributions (1) made on or after the taxpayer reaches age 59½, (2) made on or after the death of the contract owner, (3) attributable to the taxpayer’s becoming disabled, or (4) made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer. As enacted under Secure 2.0 (see “Enacted Tax Legislation”), the substantially equal periodic payments exception continues to apply in the case of a rollover of a retirement account or application of a retirement account to an annuity making distributions that satisfy the required minimum distribution (“RMD”) rules. This is effective for transfers, rollovers and exchanges after December 31, 2023 and effective for annuity distributions on or after December 29, 2022. Other exceptions may be applicable under certain circumstances such as distributions made in cases of financial hardship or unforeseeable emergencies or in connection with a qualified birth or adoption, and special rules may be applicable in connection with the exceptions enumerated above. Consult your qualified tax advisor for more information.

Under current federal tax law, you are not permitted to withdraw from private 457(b) plans earlier than the calendar year in which you reach age 70½ or leave your job or are faced with an unforeseeable emergency (as defined by law). For governmental 457(b) plans only, the minimum age for in-service withdrawals has been lowered to 59½. There are generally no premature distribution taxes if you withdraw under any of these circumstances (i.e., no 10% excise tax on distributions prior to age 59½).

College Retirement Equities Fund  ■  Prospectus     41

Special rules and restrictions apply to IRAs. Investors should check with their qualified tax advisor.

Withdrawals to pay advisory fees

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

Loans

To the extent your employer’s plan provides and in accordance to section 72(p) of the IRC, as amended, and ERISA, to the extent applicable, you may request a Retirement Plan Loan from your available investment account accumulations, at any time prior to your annuity starting date. A Retirement Plan Loan reduces the accumulations from which it is paid by the amount of the loan chosen and reduces your death benefit.

The amount of a Retirement Plan Loan may generally not exceed the least of:

I. the total of your accumulations;

II. 50% of the present value of your vested accrued benefit under any of your employer’s plans; and

III. $50,000.

In determining the amount available for a Retirement Plan Loan, all plans of your employer, including 403(b), 401(a), 403(a) and 457(b) plans, to the extent loans are available, and all such plans of any related employers under IRC Section 414(b), (c) or (m) shall be considered employer plans for this purpose. Your Contract or the employer plan may impose a maximum number of loans available to you.

A request for a Retirement Plan Loan must be made on or before your annuity starting date in accordance with the terms of your Contract. A Retirement Plan Loan will be effective as of the Business Day on which we receive your request, in a form acceptable to TIAA as well as any spousal waiver that may be required under ERISA or the terms of your employer’s plan. TIAA will determine all values as of the end of the effective date. You cannot revoke a request for a Retirement Plan Loan after its effective date.

The Retirement Plan Loan will be issued in accordance with the terms of a loan agreement. The loan agreement will describe the terms, conditions and any fees or charges for the loan. Generally, repayment may be accomplished via payroll deduction or ACH. The cost of a Retirement Plan Loan is based on fees, as opposed to the difference or spread on interest rates. There is a $75 one-time origination fee ($125 for residential loans) and a $25 annual maintenance fee. Any loan repayments applied to this Contract will be applied as new premiums.

42     Prospectus  ■  College Retirement Equities Fund

How to make transfers or withdrawals

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

● use the TIAA website’s account access feature at www.tiaa.org;

● call our Automated Telephone Service at 800-842-2252; or

● write to TIAA at P.O. Box 1259, Charlotte, NC 28201.

You may be required to complete and return certain forms (in good order) to effect these transactions. All transactions made within the TIAA website and the Automated Telephone System are electronically recorded. TIAA can suspend or terminate your ability to transact by telephone, over the Internet, or by fax at any time, for any reason, including to prevent market timing. Also, telephone, Internet and fax transactions may not always be available. There may be tax law restrictions on certain transfers. Before you transfer or withdraw cash, make sure you also understand the possible federal and other income tax consequences.

Confirmations

Subject to certain exceptions for use of quarterly confirmations for which CREF has received exemptive relief from the SEC, you will generally receive a confirmation statement each time you remit premiums, make a transfer, take a cash withdrawal from an Account or among the Accounts, if an administrative adjustment is made to your Account or your investment in one class is converted to a different class. The confirmation 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. The Accounts can suspend, change or terminate the automatic investment plan option at any time, although the Accounts will notify you if this occurs.

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 and administrative adjustments 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.

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 will be made available to you on the TIAA website.

College Retirement Equities Fund  ■  Prospectus     43

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 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 employer-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.

44     Prospectus  ■  College Retirement Equities Fund

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 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 employer 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 your request in good order:

● 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, or if there is missing or incorrect information in the forms required for income tax withholding and reporting purposes). If you request that withdrawal

College Retirement Equities Fund  ■  Prospectus     45

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 phase in general

You can receive an income stream from all or part of an accumulation in any Account. Generally, once distributions are permitted to begin under your plan or Contract, you may begin to receive annuity income. You should be at least age 59½ to begin receiving annuity income other than from a one-life or two-life annuity. Otherwise, you may have to pay a 10% premature distribution 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 IRC. See the section entitled “Taxes” below for more information. Please note that when you annuitize, your investments are converted to income payments and you will no longer be able to make any additional withdrawals from your Contract.

Also, under the terms of the Contract, you cannot begin a one-life annuity after age 90 or a two-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 one-life or two-life annuity payments you 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 refuse to make payments at any interval that would cause the initial payment to be less than $100. We will send your payments by electronic funds transfer to your bank or, on your request, by mail to your home address or to your bank.

For one-life annuities, two-life annuities, annuities for a fixed-period, and Income Test Drive, 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 your accumulated balance that you apply when beginning to receive annuity income;

● the income option or options you choose; and

● an assumed annual investment return of 4% and, for one-life annuities, two-life annuities and Income Test Drive, mortality assumptions for you and your annuity partner, if you have one.

On your annuity starting date, all of your accumulation units allocated to one-life annuities, two-life annuities, or annuities for a fixed period will be converted to annuity units of the same Account(s) automatically. The annuity units will be aggregated with Class R3 units for allocating income and expenses, regardless

46     Prospectus  ■  College Retirement Equities Fund

of which class(es) you owned prior to that date. Your payments change after the initial payment primarily based on net investment results and expenses for Class R3 units of an Account and the mortality experience for the income change method in Class R3 of that Account.

For one-life annuities, two-life annuities, annuities for a fixed-period and Income Test Drive, 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. For more information on the Income Test Drive feature, please see the section below entitled “Annuity income options—Income Test Drive.”

Please note that when you annuitize, your accumulation will be converted to income payments. If you elect partial annuitization, you may apply a portion of your accumulation to one of the income payment options that we offer, while the remainder of your accumulation can remain invested in your investment account. When you fully annuitize your entire accumulation, generally, you will no longer be able to make withdrawals from your Contract and all accumulation phase benefits terminate, including the death benefit.

Impact of mortality experience on annuity payments

For one-life annuities, two-life annuities and annuities for a fixed-period, how much you or your beneficiary receive in annuity payments from any Account will depend in part on the shared 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 individual will be less than if they as a group die sooner than expected. So the “mortality risk” of each Account’s annuity fund is shared among 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 payment 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

College Retirement Equities Fund  ■  Prospectus     47

for your annuitization request, in accordance with our procedures and as long as it is one on which we process annuitizations.

Any premiums received within 70 days of the first of the month in which 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(s) you pick. Your employer’s plan, tax law and ERISA may limit which income options you can use to receive income. Federal tax law may restrict your annuity options, depending on whom you name as second annuitant or beneficiary. Certain designated beneficiaries may need to receive payment of death benefits within ten years of the year of your death and if you die after your required beginning date, your designated beneficiary will have to continue minimum distributions for the first nine years of the 10-year period in order to satisfy distribution requirements under federal tax law.

Effective December 29, 2022, Secure 2.0 (see “Enacted Tax Legislation”) has modified the calculation of RMDs for a retirement account that holds annuity Contracts and other assets. For minimum distributions from your IRA, you may elect to calculate your RMD by including the value of your annuity Contracts and apply the payments from those annuity Contracts toward satisfying your annual RMD for that IRA and other IRAs you aggregate with it for purposes of satisfying RMD. Employer plans may also adopt this calculation method with aggregation restricted to 403(b) plans. We are still waiting on further guidance from the IRS and the U.S. Treasury Department on certain aspects of this modification to the calculation of minimum distributions. Until such guidance is issued, we do not anticipate the need to modify the calculation of RMD for purposes of administering employer plans. You should consult a qualified tax advisor before calculating your required minimum distributions. For more information see “Taxes.” Ordinarily, you will choose your income options shortly before you want payments to begin, but you can make or change your choice any time before your annuity starting date.

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

● One-Life Annuity with or without Guaranteed Period: Pays income as long as you live. If you opt for a guaranteed period (10, 15 or 20 years) and you die before it’s over, income payments will continue to your beneficiary until the end of the period (although federal tax law may require payment within ten years to avoid an excise tax). If you do not opt for a guaranteed period, all payments end at your death—so, it’s possible for you to receive only one

48     Prospectus  ■  College Retirement Equities Fund

payment if you die less than a month after payments start. (The 15-year guaranteed period is not available under all Contracts.)

● Annuity for a Fixed Period: Pays income for a set number of years chosen by you. The number of years available for you to choose from varies by Contract and this option is not available under all Contracts.

● Two-Life Annuity with or without Guaranteed Period: 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 option, the dollar amount of each payment to you will be reduced by one-third upon the death of your annuity partner. If you opt for a guaranteed period (10, 15 or 20 years) and you and your annuity partner die before it is over, income payments will continue to your beneficiary until the end of the period (although federal tax law may require payment within ten years to avoid an excise tax). If you do not opt for a guaranteed period, all payments end on the death of the latter of you and your annuity partner, so it is possible for you to receive only one payment if you and your annuity partner die less than a month after payments start. (The 15-year guaranteed period is not available under all Contracts.)

● Minimum Distribution Option (“MDO”): Generally available only if you must begin annuity payments under the IRC minimum distribution requirements. (Some employer plans allow you to elect this option earlier—please contact CREF for more information.) The option, if elected, automatically pays an amount designed to fulfill the distribution requirements under federal tax law. You must apply your entire accumulation under a Contract if you want to use the MDO. It is possible that income under the MDO 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 to any other income option for which you’re eligible. Using the MDO will not affect your right to take a cash withdrawal of any accumulation not yet distributed (to the extent that a cash withdrawal was available to you under your Contract and under the terms of your employer’s plan). This automatic payout option is not available under all Contracts. Instead, for some Contracts, RMDs will be paid directly from those Contracts pursuant to the terms of your employer’s plan.

● Income Test Drive: Income Test Drive is an optional feature that lets you try variable income payments for a 2-year period without making an irrevocable decision. You retain your accumulation units during the Income Test Drive, and payments made during the Income Test Drive are withdrawals from your accumulation units. Payments are calculated to approximate the amount you would receive under a One-Life or Two-Life Annuity for the income option and income change method you select, adjusted to reflect the Income Test Drive.

College Retirement Equities Fund  ■  Prospectus     49

You can change your mind during the Income Test Drive, and future payments will stop when you notify us of your decision prior to expiration of the 2-year period. If you die during the Income Test Drive, payments will stop, and the beneficiary named in your Contract will be entitled to the remaining accumulation. Federal tax law may require payment of the remaining accumulation to your beneficiary within ten years and a continuation of minimum distributions if you die after your required beginning date. At the end of the Income Test Drive, if payments have not been stopped, your remaining accumulation applied to the Income Test Drive feature will be converted to annuity units payable under the income option you chose when you started this feature. Once the conversion to annuity units takes place, it is irrevocable. If you decide before the end of the Income Test Drive that you want to begin annuity income payments immediately, you may do so subject to certain election procedures. The conversion of accumulation units to annuity units may result in annuity payments that are greater or lesser than the amount of the last payment during the Income Test Drive. We may stop providing the Income Test Drive feature at any time. The Income Test Drive feature may not be available under the terms of your employer’s plan. For information about withdrawals from your Contract, see “How to transfer and withdraw your money.” If you decide to Income Test Drive your entire accumulation, any premiums received during the 2-year period will be applied to purchase accumulation units that will be used to increase your variable income payments.

For any of the income options described above, current federal tax law provides that your guaranteed period can’t exceed the joint life expectancy of you and your beneficiary or annuity partner, other IRC stipulations may make some income options unavailable to you, and federal tax law may require certain designated beneficiaries to receive payment of death benefits within ten years of your death to avoid an excise tax. 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 the right.

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 a one-life or two-life annuity on the annuity starting date. Such employer plan and 10% limitations do 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 premature distribution taxes. See “Taxes.”

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

50     Prospectus  ■  College Retirement Equities Fund

Transfers during the annuity phase

After you begin receiving annuity income from a one-life annuity, two-life annuity, or annuity for a fixed 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 Traditional one-life or two-life annuities may transfer some or all of their income to comparable one-life or two-life 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 Traditional, subsequent transfers may be made only among the Stock, Global Equities, Growth, Equity Index and Social Choice Accounts. Transfers to other Accounts or back to TIAA Traditional 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 phase 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 (based on Class R3) affects the amount of your income payments. The following line graphs show how the performance of each of the Accounts has affected the income payments of an individual participant over the last 20 years. Because expenses vary across unit classes, the performance of Classes R1, R2, R3 and R4 will vary from each other. The line graphs are based on the actual investment performance and mortality experience of Class R3 of each Account for the period that is presented through March 31, 2023. Additionally, these line graphs do not take into account the impact of any TIAA plan pricing where one or more CREF Accounts are investment options in an employer retirement plan. For

College Retirement Equities Fund  ■  Prospectus     51

example, since all Class R4 participants participate through employer retirement plans, the return to each Class R4 participant would be lower after taking into account plan-level fees for TIAA recordkeeping that the plan passes on to the participant.

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 initially 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 Class R3 of the particular Account. In particular, the investment performance of an Account can be impacted by the asset class (equity or fixed-income) exposure within the Account. In general, increased or decreased exposure to either equity or fixed-income securities as different asset classes may have a negative impact on investment performance of an Account during periods of general market appreciation or depreciation, as the case may be. Annuity income payment experience can be impacted by: (i) single asset class exposure resulting from annuitizing from a single Account; (ii) blended asset exposure resulting from annuitizing from multiple Accounts; and (iii) the period in the market cycle in which the annuity payout occurs. Mortality experience within each Account and other factors can also impact changes in payments. 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 a given class of units 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% or 3% in a given year and mortality experience (and other factors) do not change, income payments in the following year would increase by approximately 6% or decrease by approximately 1%, respectively.

The line graphs show the effect on income payments of past investment performance and mortality experience of Class R3 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. The investment return of an Account 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 that

52     Prospectus  ■  College Retirement Equities Fund

you apply to purchase income, 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). In particular, with respect to the Money Market Account, your income payments could be zero or very low when the yields of one or more of the Account’s classes are near or below zero due to low prevailing interest rates.

Stock Account

Global Equities Account

College Retirement Equities Fund  ■  Prospectus     53

Growth Account

Equity Index Account

Core Bond Account

54     Prospectus  ■  College Retirement Equities Fund

Inflation-Linked Bond Account

Social Choice Account

Money Market Account

College Retirement Equities Fund  ■  Prospectus     55

56     Prospectus  ■  College Retirement Equities Fund

College Retirement Equities Fund  ■  Prospectus     57

58     Prospectus  ■  College Retirement Equities Fund

College Retirement Equities Fund  ■  Prospectus     59

60     Prospectus  ■  College Retirement Equities Fund