SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒  Filed by a Party other than the Registrant ☐

Check the appropriate box:

College Retirement Equities Fund

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

College Retirement Equities Fund

Important notice regarding availability of proxy materials for the Meeting of CREF Participants to be held on July 17, 2018.12, 2022. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/cre-29688cre-32672

Notice of Meeting of CREF Participants — July 17, 201812, 2022

The College Retirement Equities Fund (“CREF”) will hold its meeting of participants on July 17, 201812, 2022 at 1:00 p.m. EDT at CREF’s offices at 8500 Andrew Carnegie Blvd.,The Westin Charlotte, 601 South College Street, Charlotte, North Carolina 28262.28202 (the “Meeting”). This proxy statementProxy Statement was mailed to participants starting on or about June 7, 2018.6, 2022.

The purpose of the meetingMeeting is:

Proposal 1 is to be voted upon by all CREF participants:

Proposal 2 is to be voted upon only by participants invested in the CREF Growth Account:

Proposal 3 is to be voted upon by all CREF participants:

Proposal 4 is to be voted upon by the applicable CREF participants:

The Board of Trustees has set May 31, 20182022 as the record date for determining the number of votes entitled to be cast. You may vote at the meetingMeeting only if you had CREF voting rights as of May 31, 2018.2022.

By order of the Board of Trustees,

Mona Bhalla

Derek Dorn

Corporate Secretary

Please vote as soon as possible before the meeting, even if you planAll participants are cordially invited to attend the meeting.Meeting. In order to avoid delay and additional expense, and to assure that your vote is represented, please vote as promptly as possible, regardless of whether or not you plan to

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attend the Meeting. You canmay vote quickly and easily by toll-freemail, telephone, call, over the Internet or in person. To vote by mail. Just followmail, please mark, sign, date and mail the simple instructions that appearenclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card. Since we cannot holdcard and follow the meeting unlessrecorded instructions, using your proxy card as a quorum is reached, please help CREF avoidguide. To vote over the expense ofInternet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as afollow-up mailing by voting today! guide.

If you plan to attend the meeting,Meeting, please call877-535-3910, ext.22-2440,email Trustees@tiaa.org to obtain an admission pass. In accordance with CREF’s security procedures, a pass and appropriate picturegovernment-issued identification will be required to enter the CREF meeting.Meeting. Please note that no laptop computers, recording equipment or cameras will be permitted. All cell phones must be turned off when entering the meetingMeeting and remain off during the meeting.Meeting. Please read the instructions on the admission pass for additional information.

Participants of record as of the close of business on May 31, 2022 are entitled to notice of, and to vote at, the Meeting.

June 7, 20186, 2022

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College Retirement Equities Fund

Proxy Statement for Meeting of Participants to be held on July 17, 201812, 2022

The Board of Trustees of the College Retirement Equities Fund (“CREF”) has sent you this proxy statement to ask for your vote on certain matters affecting CREF. The accompanying proxy will be voted at the meeting of CREF participants being held on July 17, 201812, 2022 at 1:00 p.m. EDT at CREF’s offices at 8500 Andrew Carnegie Blvd.,The Westin Charlotte, 601 South College Street, Charlotte, North Carolina 28262.28202 (the “Meeting”). This proxy statement was mailed to participants starting on or about June 7, 2018.6, 2022.

The participants of CREF are being asked to vote on the following:

Proposal 1 is to be voted upon by all CREF participants:

Proposal 2 is to be voted upon only by participants invested in the CREF Growth Account:

Proposal 3 is to be voted upon by all CREF participants:

Proposal 4 is to be voted upon by the applicable CREF participants:

At this time, the Board of Trustees doesis not knowaware of any other matters being presented at the meeting or any adjournments or postponements thereof.Meeting.

How do I vote?

You can vote in any one of four ways:

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If you vote by Internet or telephone, please do not mail your proxy card.

Vote on the Internet

Vote by phone

Vote by mail

Vote in person

Vote online at the website listed on your proxy card or voting instruction card. Follow theon-screen instructions.

Call the phone number listed on your proxy card or voting instruction card. Follow the recorded instructions available 24 hours.

Vote, sign, and date the proxy card or voting instruction card and return it using the postage-paid envelope.

Attend the Meeting of Participants at CREF’s offices at 8500 Andrew Carnegie Blvd.,The Westin Charlotte, 601 South College Street, Charlotte, North Carolina 2826228202 on July 17, 2018.12, 2022.

Can I cancel or change my vote?

You can cancel or change your vote at any time up until 1:00 p.m. EDT on July 17, 2018.12, 2022. You can do this by simply voting again — by executing and returning a later-dated proxy card, voting through the Internet or by a toll-free telephone call, or by voting in person at the meetingMeeting — or you can cancel your vote by writing CREF’s Corporate Secretary at: c/o CREF, 730 Third Avenue, New York,

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votes eligible to be cast, broken down as follows by each Class of CREF account (each, an “Account” and, collectively, the “Accounts”):

The number of votes you have with respect to Proposal 1 and Proposal 3 is equal to the dollar value of your accumulation in each Account on May 31, 2018.2022. The number of votes you have with respect to Proposal 2 is equal to the dollar value of your accumulation in the Growth Account on May 31, 2022. If you are receiving annuity payments, the number of votes you have with respect to Proposal 1 and Proposal 3 is equal to the dollar amount held on May 31, 2018,2022, in the annuity fund of each Account to meet CREF’s annuity obligations to you. If you are receiving annuity payments, the number of votes you have with respect to Proposal 2 is equal to the dollar amount held on May 31, 2022, in the annuity fund of the Growth Account to meet CREF’s annuity obligations to you. We will count votes expressed to two decimal points. Proposal 1 and Proposal 3 will be voted upon by all Accounts and Classes voting together as a single class. Proposal 2 will be voted upon by all Classes of the Growth Account.

How many votes are needed for a quorum or to pass a vote?

There will be a quorum for the meetingMeeting with respect to a Proposal if 10 percent of the total number of votes entitled to be cast for the Proposal vote in person or by proxy. Abstentions are counted in

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securities” of the Growth Account, with all Classes of the Growth Account voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Growth Account entitled to vote thereon present at the Meeting if the holders of more than 50% of such outstanding voting securities are present in person or represented by proxy; or (ii) more than 50% of such outstanding voting securities of the Growth Account entitled to vote thereon.

With respect to Proposal 3, the participant proposal will be approved if it is properly presented at the Meeting and it receives a majority of the votes cast at a meeting where a quorum is present. Abstentions frompresent, with all Accounts and Classes voting are not treatedtogether as a single class (i.e., if it receives more votes cast for the election of Trustees or any other proposal. “for” than “against”).

No votes are cast by brokers.

If a quorum is not present at the meeting,Meeting, or if a quorum is present at the meetingMeeting but sufficient votes to approve one or more of the proposed itemsProposals are not received, or if other matters arise requiring participant attention, the persons named as proxy agents may propose one or more adjournments of the meetingMeeting to permit further solicitation of additional votes.

The rationale for approval of the Proposals is described below.

Why are CREF participants invested in the Growth Account being asked to approve changing the Growth Account’s diversification status?

Under the 1940 Act, the Growth Account is currently classified as “diversified.” As a diversified fund, the Growth Account is limited as to the amount of assets it may invest in the securities of any single issuer. The 1940 Act requires shareholders to approve a change in a fund’s classification from “diversified” to “non-diversified.” If Growth Account participants approve changing the Growth Account’s classification from diversified to non-diversified, the Growth Account would be permitted to invest a larger portion of its assets in a smaller number of issuers, as described in greater detail below in this Proxy Statement.

TIAA-CREF Investment Management, LLC, (“Investment Management”), CREF’s investment adviser, believes that changing the Growth Account’s classification to non-diversified is in the best interests of the Growth Account and its participants because it provides the Growth Account’s investment team with increased flexibility to better implement the Growth Account’s investment strategy, while remaining compliant with the limits of the 1940 Act. The Growth Account’s benchmark index, the Russell 1000^® Growth Index (the “Index”), has become more concentrated in certain issuers. Certain Index constituents have grown to each represent more than 5% of the Index and, at times, 25% or more of the Index in the aggregate. As a diversified fund, the Growth Account is not able to invest in these large Index constituents in similar proportions as the Index.

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While the Growth Account is not an index fund, it does select securities from the Index’s universe of constituent securities and its performance is measured against the Index. Changing the Growth Account’s status to non-diversified would give the Growth Account’s portfolio managers enhanced flexibility to invest a greater portion of the Growth Account’s assets in one or more of these large Index constituents, if desired for investment purposes.

How does the Board suggest I vote?

The Board unanimously recommends that (i) all participants vote FOR Proposal 1; (ii) Growth Account participants vote FOR Proposal 2; and (iii) all participants vote AGAINST Proposal 3.

I. Proposal 1: Election of Trustees

The primary purpose of the meetingMeeting is to elect a Board. Each CREF Trustee will be elected to serve a four-year term and until his or her successor shall take office. CREF’s constitution and bylaws were amended in 2014 to permit flexibility in the terms of service for Trustees, as permitted under the New YorkNot-for-Profit Corporation Law and pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to these amendments, CREF Trustees served forone-year terms. Pursuant toterm. In accordance with the provisions of the bylaws of CREF and pursuant to resolutions of the Board, the maximum number of Trustees has been fixed at ten.10. The CREF bylaws also give the Board authority to appoint new Trustees to fill vacancies between meetings.meetings, subject to certain conditions established by the 1940 Act.

At this meeting,Meeting, you are being asked to elect to the Board nine of the tennine current Trustees. One of the current Trustees will not stand for re-election at the end of her term. Information about each of these nine nominees is set forth below. It is intended that properly executed and returned proxies will be voted FOR the election of the nine nominees unless otherwise indicated in the proxy.

Each of the nine nominees is a current CREF Trustee and was first recommended by the Nominating and Governance Committee of the Board. This Committee consists of Trustees who are also themselves nominees and, like all the other members of the Board, are not “interested persons” of CREF as such term is defined in the 1940 Act.nominees.

Each of the nominees has consented to serve if elected. If any nominee is unavailable to, or for good cause, will not serve when the meetingMeeting is held, the proxy agents may cast your votes for a substitute chosen by the current Board.

Proxies cannot be voted for a greater number of persons than the number of nominees.

The Board, which is composed entirely of Trustees who are not “interested persons” (as defined in the 1940 Act) of CREF or of TIAA-CREF Investment Management, LLC (“Investment Management”), CREF’s investment adviser, unanimously recommends that the participants of CREF vote FOR the election of each of the Trustees.

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Board leadership structure and related matters

The Board currently is composed of tennine Trustees, all of whom are independent or disinterested, which means that they are not “interested persons” of CREF as defined in Section 2(a)(19) of the 1940 Act (“independent Trustees”). One of the independent Trustees, Thomas J. Kenny, serves as the Chairman of the Board. The Chairman’s responsibilities include: coordinating with management in the preparation of the agenda for each meeting of the Board; presiding at all meetings of the Board; and serving as a liaison with other Trustees, CREF’s officers and other management personnel, and counsel to the independent Trustees. The Chairman also performs such other duties as the Board may from time to time determine. The principal executive officer of CREF does not serve on the Board.

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

The Board has established a committee structure that includes six standing committees and one specialnon-standing committee, each composed solely of independent Trustees and chaired by an independent Trustee, as described below. The Board, with the assistance of its Nominating and Governance Committee, periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that its leadership and operating structure, which includes (i) its committees, and(ii) having an independent Trustee in the position of Chairman of the Board and of each committee, and (iii) having independent counsel to the independent Trustees, provides for independent oversight of management and is appropriate for CREF in light of, among other factors, the asset size and nature of CREF and the Accounts, the number of Accounts overseen by the Board, the number of other funds overseen by the Trustees as the trustees of other investment companies in the TIAA-CREF Fund Complex (as defined below), the arrangements for the conduct of the Accounts’ operations, the number of Trustees, and the Board’s responsibilities.

CREF is part of the TIAA-CREF Fund Complex, which is composed of the eight Accounts within CREF, the 6768 funds within TIAA-CREF Funds (“TCF”), the 11 funds

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Qualifications of Trustees

The Board believes that each of the nominees is qualified to serve as a Trustee of CREF based on a review of the experience, qualifications, attributes and skills of each nominee. The Board bases this view on its consideration of a variety of criteria, no single one of which is controlling. Generally, the Board looks for: character; integrity; ability to review critically, evaluate, question and discuss information provided and exercise effective business judgment in protecting participant interests; and willingness and ability to commit the time necessary to perform the duties of a Trustee. Each nominee’s ability to perform his or her duties effectively is evidenced by his or her experience in one or more of the following fields: management, consulting and/or board experience in the investment management industry; academic positions in relevant fields; management, consulting and/or board experience with public companies in other fields,non-profit entities or other organizations; educational background and professional training; and experience as a Trustee of CREF and other funds in the TIAA-CREF Fund Complex. The Board seeks representative diversity within its membership and generally considers the manner in which an individual’s professional experience, education, expertise in relevant matters, general leadership experience and life experiences are complementary and, as a whole, contribute to the ability of the Board to perform its duties.

Information indicating certain of the specific experience and relevant qualifications, attributes and skills of each nominee relevant to the Board’s belief that the nominee should serve in this capacity is provided in the “Disinterested Trustees and Nominees” table set forth below. This table includes, for each Trustee, positions held with CREF, length of office and time served, and principal occupations in the last five years. The table also includes the number of portfolios in the fund complex overseen by each Trustee and certain directorships and certain other positions held by each of them in the last five years.

Risk oversight

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

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In general, an Account’s risks include, among others, market risk, credit risk, liquidity risk, valuation risk, operational risk, reputational risk, regulatory compliance risk and cyber securitycybersecurity risk. The Board has adopted, and periodically reviews, policies and procedures designed to address certain, (butbut not all)all, of

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other TIAA personnel, the Operations Committee receives reports, presentations and other information regarding other service providers to CREF, either directly or through CREF’s officers or other Investment Management personnel, or CREF’s CCO, on a periodicregular or regularperiodic basis.

The Investment Committee regularly receives reports, presentations and other information from Investment Management with respect to the investments, securities trading, portfolio liquidity, voting of proxies of the Accounts’ portfolio companies, environmental, social and governance (“ESG”) criteria used by the Social Choice Account and other portfolio management aspects of the Accounts.

The Corporate Governance and Social ResponsibilityCREF Oversight Committee regularly receives reports, presentations, and other information from Investment Management regarding the voting of proxiesroutinely monitors various aspects of the Accounts’ portfolio companies.CREF product, including its annuity features and expense allocation processes and methodologies. In addition, the CREF Oversight Committee oversees matters related to CREF’s structure, operations and marketing.

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Disinterested Trustees and Nominees

812

913

1014

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13

14

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Disinterested Trustees and Nominees

As of April 30, 2018,2022, to the knowledge of CREF’s management, the Trustees and officers owned as a group less than 1% of the securities of any Account.

Trustee Compensation

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Disinterested Trustees

CREFThe TIAA-CREF Fund Complex has a long-term compensation plan fornon-officer Trustees. Currently, under this unfunded deferred compensation plan, annual contributions currently equal to $90,000 for each Trustee$110,000 are allocated on ato notional basis to TIAA or CREFinvestments in TIAA-CREF Fund Complex products (such as certain CREF annuities and/or certain funds) chosenselected by theeach Trustee. Benefits will be paid afterAfter the Trustee leaves thethis Board or ceases to provide services to a respective fund, benefits related to service on this Board or related to services to a respective fund, as applicable, are paid in a lump sum or in annual installments over a specified period of time, as electedrequested by the individual Trustee. The Board may waive the mandatory retirement policy for the Trustees, which would delay the commencement of benefit payments until after the Trustee eventually retires from the Board.Board or ceases to provide services to a particular fund, as applicable. Pursuant to a separate deferred

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Compensation is paid to the Trustees based on each Trustee’s service as a member of the Board of Trustees of the TIAA-CREF Fund Complex, and Trustee compensation expenses are allocated among each of the Accounts of CREF, the funds of TCF and TCLF and the single portfolio of VA-1, as applicable. Effective January 1, 2018, the Board had approved2022, Trustee compensation atis based on the followingrates, effective since January 1, 2015:following rates: an annual retainer of $175,000;$225,000; an annual long-term compensation contribution of $80,000;$110,000; an annual committee chair fee of $5,000 for the chair of the Ad Hoc Committee on CREF Special Projects, $20,000 ($30,000 for the chairs of the Nominating and Governance Committee and CREF Oversight Committee and $30,000 for the chairs of the Investment Committee, Operations Committee and Audit and Compliance Committee);Committee; an annual Board chair fee of $80,000;$120,000; and an annual committee retainer of $20,000 ($25,000 for the Nominating and Governance Committee, CREF Oversight Committee, and Ad Hoc Committee on CREF Special Projects and $30,000 for the Investment Committee, Operations Committee and Audit and Compliance Committee). Committee.

The chair and members of the Executive Committee and the members of the Special Emergency Valuation Committee docontinue to not normally receive fees for service on those committees.that committee. The Trustees may also continue to receive non-standing committee fees, such as special, working group or ad hoc Board or committee fees, or related chair fees, as determined by the Board. TrusteeThe level of compensation reflects service to allis evaluated regularly and is based on a study of compensation at comparable companies, the time and responsibilities required of the investment companies within the TIAA-CREF Fund Complex and is pro-rated to those companies based upon assets under management.

Trustees, are compensated at the following rates, which became effective January 1, 2018: an annual retainer of $180,000; an annual long-term compensation contribution of $90,000 (further described above); an annual committee chair fee of $20,000 ($30,000 for the Chairs of the Operations and Audit and Compliance Committees); an annual Board chair fee of $90,000; and an annual committee retainer of $20,000 ($25,000 for the Operations and Audit and Compliance Committees). The chair and members of the Executive Committee and the Special Emergency Valuation Committee generally do not receive fees for service on those committees. The Trustees may also receive special, working group or ad hocneed to attract and retain well-qualified Board or committee fees, or related chair fees, as determined by the Board. Trustee compensation reflects service to all of the investment companies within the TIAA-CREF Fund Complex and is prorated to those companies based upon assets under management.members.

CREF has adopted a mandatory retirement policy for its Trustees. Under this policy, Trustees shall cease to be a member of the Board and resign their positions effective as of no later than the completion of the last scheduledin-person meeting of the Board while such person is 72 years of age. Such requirement may be waived with respect to one or more Trustees for reasonable time periods upon the unanimous approval and at the sole discretion of the Board. The Trustees eligible for the waiver are not permitted to vote on such proposal regarding their waiver. This policy is subject to change by a majority vote of the Trustees.

Committees

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Additionally, there is currently one non-standing committee of the Board, the Ad Hoc Committee on CREF Special Projects. The Ad Hoc Committee on CREF Special Projects (“Ad Hoc Committee”) was established in 2020 to assist the Board in performing oversight with respect to special projects regarding CREF. At the recommendation of the Nominating and Governance Committee, the term of this non-standing committee was extended for an additional one-year period through September 30, 2022.

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Board meetings

There were eleven12 meetings of the Board during 2017.2021. All current Trustees who served during 20172021 attended at least 75 percent of the meetings of the Board and Board committees of which they were members. Ms. Eberly joined the Board as of February 13, 2018.

Trustee nomination process

The Board has a Nominating and Governance Committee, which is responsible for nominating candidates for the Board. The Nominating and Governance Committee considers recommendations from a variety of sources, including participating institutions and educational organizations.

The Committee may, from time to time, retain third-party search firms to identify nominee candidates whose competencies meet the criteria the Board deems important to CREF. In addition, the Committee may invite recommendations from the members of the CREF Board of Overseers,Governors, current Trustees and others. The CREF Board of Governors is a membership corporation established by a special New York statute and is subject to the New York Not-For-Profit Corporation Law. As part of CREF’s registration as an investment company, the CREF Board of Governors transferred their right to elect CREF’s Trustees to CREF’s participants.

The Committee reviews the information submitted on the backgrounds and qualifications of those persons recommended. Although CREF does not have a formal policy regarding diversity, in preparing a slate of Trustee candidates, the Nominating and Governance Committee seeks to ensure a broad, diverse representation of academic, business and professional experience, andas well as gender, race and age.

The Committee submits final nominations to the Board after consultation with the CREF Board of Overseers to the extent consistent with the 1940 Act and rules thereunder. The CREF Board of Overseers is a membership corporation established by a special New York statute and is subject to the New York Not-For-Profit Corporation Law. As part of CREF’s registration as an investment

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outside engagements in order to provide such service to CREF. Candidates for the Board should be individuals with an understanding of and affinity for academia, andalso have a demonstrated ability to work in a constructive manner with other Board members and management.

When seeking to fill a specific opening on the Board, the Nominating and Governance Committee will consider the specific needs of the Board at the time to assure an overall balance and range of specialized knowledge, skills, expertise and diversity to provide the foundation for a successful Board.

A candidate for service as an independent Trustee must not be an “interested person,” as that term is defined in the 1940 Act, of CREF or Investment Management. Each candidate must provide such information requested by CREF as may be reasonably necessary to enable the Board to assess the candidate’s eligibility.

Participant communications with Trustees

Letters ore-mails from participants addressed to the Board or individual Trustees may be sent to the CREF Trustees c/o Corporate Secretary, 730 Third Avenue, New York, NY 10017-3206 or via email to: trustees@tiaa.org. These communications will be forwarded to the Board’s Chairman in accordance with established policies concerning participant communications that have been approved by a majority of independent Trustees.

Trustee attendance at participant meetings

Trustees are expected to attend the meetingMeeting of CREF participants. If a Trustee is unavailable to attend the participant meeting,Meeting, a reason must be provided. Each of the Trustees then in office attended the last CREF participant meeting held in 2014.2018.

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II. Proposal 2: Change of diversification status and elimination of fundamental investment policies for CREF Growth Account

Currently, the Growth Account is classified as a “diversified” fund for purposes of Section 5(b) of the 1940 Act and has adopted a related fundamental investment restriction. As a result, the Growth Account is limited as to the amount it may invest in any single issuer. Specifically, with respect to 75% of its total assets, the Growth Account may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. Additionally, with respect to 75% of its total assets, the Growth Account may not invest more than 10% of the outstanding voting securities of any one issuer. These restrictions do not apply to U.S. “government securities” (as defined in the 1940 Act), securities of other investment companies, or cash and cash items (including receivables).

Subject to approval of the Growth Account’s participants, following the recommendation of the Growth Account’s investment adviser, Investment Management, the Board has approved a change to the Growth Account’s classification under the 1940 Act to a II.“non-diversified” company and a change to the Growth Account’s related fundamental investment restrictions. These fundamental investment restrictions, each of which may only be changed with Growth Account participant approval, currently provide that the Growth Account, as a fundamental policy, (i) “will not, with respect to at least 75% of the value of its total assets, invest more than 5% of its total assets in the securities of any one issuer (including repurchase agreements with any one primary dealer) other than securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities” and (ii) “will not, with respect to at least 75% of the value of its total assets, purchase more than 10% of the outstanding voting securities of an issuer, except that such restriction shall not apply to securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities.” If participants approve changing the Growth Account’s classification from diversified to non-diversified (the “Proposal”), these fundamental investment restrictions will be eliminated with respect to the Growth Account. No material changes to the Growth Account’s investment strategy are expected if participants invested in the Growth Account approve the Proposal.

Investment Management believes that changing the Growth Account’s classification to non-diversified is in the best interests of the Growth Account and its participants because it provides the Growth Account’s portfolio managers increased flexibility to better implement the Growth Account’s investment strategy while remaining compliant with the limits of the 1940 Act. The Growth Account’s benchmark index, the Russell 1000 Growth Index (the “Index”), has become more concentrated in certain issuers. Certain Index constituents have grown to each represent more than 5% of the Index and, at times, 25% or more of the Index in the aggregate. As a diversified fund, the

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Growth Account currently is not able to invest in these large Index constituents in similar proportions as the Index. While the Growth Account is not an index fund, it does select securities from the Index’s universe and its performance is measured against the Index. Changing the Growth Account’s status to non-diversified would give the Growth Account’s portfolio managers enhanced flexibility to invest a greater portion of the Growth Account’s assets in one or more of these large Index constituents, if desired for investment purposes.

If participants invested in the Growth Account approve the Proposal, the Growth Account may be subject to additional investment risks. As a “non-diversified” fund, the Growth Account would be permitted to invest a greater percentage of its assets in fewer issuers than a “diversified” fund. As a result, the Growth Account may be more susceptible to adverse developments affecting any single issuer held in its portfolio and may be more susceptible to greater losses because of these developments. To the extent that such issuers operate in the same or similar industry or sectors, the Growth Account may be more susceptible to a single economic, business, political or regulatory occurrence. Accordingly, if participants invested in the Growth Account approve the Proposal, the Growth Account could be subject to greater risk than it currently is subject to as a “diversified” fund.

Even if participants invested in the Growth Account approve the Proposal, the Growth Account intends to continue to comply with federal tax diversification restrictions. The Growth Account is “adequately diversified” if investment concentrations satisfy mathematical tests specified in regulations under Internal Revenue Code section 817(h) that limit investment in a single issuer or small numbers of issuers. These federal tax diversification requirements, or the Growth Account’s determination to comply with them, may change in the future without participant approval.

A non-diversified fund may from time to time temporarily operate in a diversified manner without losing its non-diversified status. As a result, at times, the Growth Account may not take advantage of the greater flexibility afforded a non-diversified fund. However, if following implementation of the Proposal, Investment Management were to continuously operate the Growth Account as diversified for three years, the Growth Account will once again become a diversified account and 1940 Act provisions will require Investment Management to again seek participant approval to reserve the freedom of action to operate the Growth Account as non-diversified.

At a meeting held on December 14, 2021, the Board considered the recommendations of Investment Management to change the Growth Account’s classification to non-diversified and to eliminate the Growth Account’s related fundamental investment restrictions. The Board considered all relevant factors, including the potential impact on the Growth Account and its risk profile and the estimated costs associated with seeking participant approval of the proposed change for the Growth Account. Following its consideration of these matters, the Board unanimously approved the proposed change in the Growth Account’s classification to “non-diversified” and the elimination of the Growth Account’s related fundamental investment restrictions.

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The Board recommends that you vote FOR the Proposal. Participant approval

A quorum of Growth Account participants is required to take action at the Meeting. Ten percent of the votes entitled to vote at the Meeting, represented in person or by proxy, will constitute a quorum of Growth Account participants at the Meeting. If a quorum is present at the Meeting, then the Proposal must be approved by a vote of a majority of the outstanding voting securities of the Growth Account, with all classes voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Growth Account entitled to vote thereon present at the Meeting if the holders of more than 50% of such outstanding voting securities are present in person or represented by proxy; or (ii) more than 50% of such outstanding voting securities of the Growth Account entitled to vote thereon. For purposes of determining the approval of the Proposal, abstentions will have the same effect as votes against the Proposal. No votes are cast by brokers.

If approved by Growth Account participants, the change in diversification status and removal of the fundamental investment restrictions will become effective when the Growth Account’s Prospectus and Statement of Additional Information are revised or supplemented to reflect the approval of the Proposal. If the Proposal is not approved by the Growth Account participants, the Growth Account will remain diversified, and the current fundamental investment policy will remain in effect and the portfolio managers will continue to manage the Growth Account pursuant to its applicable investment policies, parameters and restrictions in light of prevailing market and economic conditions.

III. Information on the CREF Accounts’ independent registered public accounting firm

PricewaterhouseCoopers LLP (“PwC”) served as the independent registered public accounting firm (“Independent Auditor”) to CREF for the fiscal year ended December 31, 2017.2021. Both the Audit and Compliance Committee and the Board, each of which consists solely of independent Trustees, have chosen to continue with the services of PwC for the fiscal year ending December 31, 2018.2022. PwC was initially selected in 2005 following a competitive bidding process and has served as the Independent Auditor to CREF as well as to the other funds within the TIAA-CREF Fund Complex since that time.

In making its selection, the Audit and Compliance Committee discussed with PwC issues involving relationships among PwC, TIAA, Nuveen, LLC and Nuveen Finance, LLC and the TIAA-CREF Fund Complex, and their affiliates that could reasonably be thought to bear on PwC’s independence. PwC confirmed its independence to the Audit and Compliance Committee. As part of this process, the Audit and Compliance Committee considered that while PwC would also serve as the Independent Auditor for TIAA, Nuveen, LLC and Nuveen Finance,

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LLC, it relied upon PwC’s determination that this would not compromise its independence. The Audit and Compliance Committee considered that this arrangement would produce a more cost-effective audit.

As CREF’s Independent Auditor, PwC will perform independent audits of CREF’s financial statements for the fiscal year ending December 31, 2018.2022.

Representatives of PwC will attend the meeting and be available at the meeting to respond to questions, but it is not expected that they will make any statement at the meeting.

Audit fees

For the fiscal years ended December 31, 20172021 and December 31, 2016,2020, PwC’s aggregate fees for the audit of CREF’s annual financial statements were $787,040$798,496 and $767,830,$833,486, respectively.

Audit-related fees

Audit-related fees are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under audit fees. CREF did not pay any fees to PwC for audit-related services for the fiscal years ended December 31, 2017,2021, and 2016.2020.

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The Policy requires the Audit and Compliance Committee to appoint the Independent Auditor to perform the financial statement audit for CREF, including approving the terms of the engagement. The Policy also requires the Audit and Compliance Committee (or, with respect tonon-audit services, its designated member) to preapprove the audit, audit-related and tax services to be provided by the Independent Auditor and the fees to be charged for provision of such services from year to year.

All services provided by the Independent Auditor for CREF, and certainnon-audit services provided by the Independent Auditor to CREF’s adviser or its affiliates for the fiscal years ended December 31, 20172021 and 20162020 were preapproved by the Audit and Compliance Committee (or its designated member, as appropriate) pursuant to the Policy.

There were no amounts that were approved by the Audit and Compliance Committee pursuant to the de minimis exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X.

Auditor fees for related entities

PwC’s fees for professional services rendered fornon-audit related services to CREF and to its fund service providers for the fiscal years ended December 31, 2017,2021, and December 31, 2016,2020, were approximately $708,000$1,058,073 and $242,000,$1,364,000, respectively. The aggregate fees for related entities billed by PwC for the fiscal years ended December 31, 20172021 and December 31, 20162020, do not align with the figures reported in the Form N-CSR dated December 31, 20172021, and filed with the Securities andSEC in Form N-CEN

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V. Proposal III: Participant Proposal

A participant (the “Proponent”) has informed CREF that he intends to present for a shareholder vote at the Meeting a proposal set forth below (“Proposal 3”).

The Proponent’s name and address and the number of accumulation units owned by the Proponent will be furnished by CREF upon oral or written request. If properly presented at the Meeting, Proposal 3 will be submitted for a vote.

As required by the rules of the SEC, the text of the Proponent’s resolution and supporting statement (for which CREF accepts no responsibility), are included in the black bordered box below under “Proponent’s Proposal” exactly as submitted by the Proponent.

THE BOARD OPPOSES PROPOSAL 3 AND RECOMMENDS THAT PARTICIPANTS VOTE AGAINST IT.

The Board’s statement in opposition to Proposal 3 follows under “Opposing Statement of the Board of Trustees.” This statement sets forth the Board’s rationale for recommending that shareholders vote AGAINST Proposal 3.

All CREF participants can vote on the participant proposal. Votes will not be tallied separately for each CREF Account.

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Opposing Statement of the Board of Trustees

The Board of Trustees recommends a vote AGAINST the proposal and urges all participants to read carefully the following statement before casting their vote.

This proposal is nearly identical to a previous proposal the Proponent submitted in connection with the 2005 meeting of participants of CREF, and which was overwhelmingly defeated by CREF participants by a vote of 71% Against, with 22% For and 7% Abstaining.

While the wording of the proposal and its supporting statement are far from clear, the proposal appears to suggest that CREF should solicit its participants to establish a policy whereby CREF would be required to submit a request to (or seek a 25 percent vote of any class of its outstanding securities requesting) the SEC under Section 25(b) of the 1940 Act for an advisory report with respect to the fairness of, any plan of reorganization CREF might theoretically in the future propose.

First, CREF is not a mutual insurance company with surplus or reserves that could be the subject of a demutualization of the sort that appears to concern Proponent. The proposal and supporting statement refer to reorganizations of other, mostly unspecified companies that apparently occurred around 2005, at the time of Proponent’s original proposal, and there are no new reorganizations or concerns referenced for more than the past 12 years. These old reorganizations had nothing to do with CREF and appear to have involved circumstances and structures not relevant to CREF.

Proponent’s resolution is purely speculative, and to the extent it might be referencing some other type of plan of reorganization, CREF is a registered investment company, subject to the extensive requirements of the 1940 Act

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that are specifically intended to protect participants and prevent overreaching on the part of management and other affiliates. If CREF were to undertake any type of reorganization subject to Section 25(b), CREF would follow all applicable provisions of the 1940 Act and other relevant governing statutes and regulations, including any exemptive relief therefrom or related IV.no-action assurances, to ensure that all CREF participants were fully protected and informed as to their rights in the proposed reorganized company.

Further, given these protections under the 1940 Act, we believe the steps proposed by Proponent would impose an unnecessary additional expense and burden on CREF participants. Under at least one interpretation, the proposal would require CREF to send an additional proxy statement to over one million participants in CREF for the sole purpose of attaining a specific vote of approval that would request the SEC to render a fairness report. Alternatively, CREF would be required to engage in a lengthy and time-consuming formal legal process with the SEC that has not been utilized by investment companies in more than 50 years to obtain the opinion contemplated, whether or not it would have otherwise been required. We believe there are far more direct, and far less costly, protections for participants already available under applicable laws when an investment company proposes a reorganization or fundamental change in governing structures.

FOR THE FOREGOING REASONS, THE BOARD OF TRUSTEES OF CREF RECOMMENDS THAT PARTICIPANTS VOTE AGAINST THE PROPOSAL.

VI. Other matters

Means of soliciting proxies

This proxy solicitation will be conducted by the mailing of this proxy statement and an accompanying proxy card beginning on or about June 7, 2018.6, 2022. Supplementary solicitations may be made by mail, telephone, and the Internet, but it may also be by any other method of electronic communication, or by personal interview. CREF bears all expenses connected with soliciting proxies; the expenses are included in the administrative expenses that are paid for from the net assets of each Account.

Beneficial ownership

To the knowledge of CREF, no participant owned of record or beneficially 5% or more of the outstanding securities of CREF as of April 30, 2018.2022.

Annual and semiannual reports

If you would like to see the most recent CREF semiannual and annual reports, you can visit the TIAA website at www.tiaa.org/prospectuses, or use our online request form to order print versions electronically. You can also call 800-842-2252 or write to CREF at 730 Third Avenue, New York, New York 10017-3206, Attention: Imaging Services. These reports are furnished to participants without charge.

		730 Third Avenue New York, NY 10017-3206