SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

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):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(1)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A

[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A

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

NOTICE OF ANNUAL MEETING -- NOVEMBER 7, 2002

The College Retirement Equities Fund (CREF) will hold its annual meeting of
participants at CREF's Southern Service Center at 8500 Andrew Carnegie
Boulevard, Charlotte, North Carolina, on November 7, 2002, at 10:00 a.m. The
meeting agenda is:

1. To elect two trustees to serve for the next four years or until their
successors are elected and qualified;

2. To vote on the participant proposals presented in the proxy statement; and

3. To address any other business that may properly come before the meeting.

The Board of Trustees has set September 30, 2002, as the record date for
determining the number of votes entitled to be cast. You may vote at the
meeting only if you had CREF voting rights as of September 30, 2002.

By order of the Board of Trustees,

/s/ E. Laverne Jones
E. Laverne Jones
Secretary

Please vote as soon as possible before the annual meeting, even if you plan to
attend the meeting. You can vote quickly and easily by toll free telephone
call, over the Internet or by mail. Just follow the simple instructions that
appear on your enclosed proxy card. Since we can't hold the meeting unless a
quorum is reached, please help CREF avoid the expense of a follow-up mailing by
voting today!

If you plan to attend the meeting, please call 1 877 535-3910 ext. 2440 to
obtain an admission pass.

October 7, 2002

COLLEGE RETIREMENT EQUITIES FUND

PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD ON NOVEMBER 7, 2002

The Board of Trustees of the College Retirement Equities Fund (CREF) has sent
you this proxy statement to ask for your vote on several matters affecting
CREF. The accompanying proxy will be voted at the annual meeting of CREF
participants being held on November 7, 2002, at 10:00 a.m. at CREF's Southern
Service Center at 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina.
This proxy statement was mailed to participants starting on or about October 7,
2002.

How Do I Vote?

You can vote in any one of four ways:

(1) By marking, signing, and mailing the enclosed proxy card in the envelope
provided;

(2) Through the Internet at http://www.eproxyvote.com/tiaa-cref (or by going
to our Web site at www.tiaa-cref.org);

(3) By telephone, by calling toll free 1 877 779-8683; or

(4) By voting in person at the annual meeting.

If you vote by Internet or telephone, please use the 14-digit "control" number
that appears in the upper-left corner of your proxy card. Please don't mail
your proxy card if you vote by Internet or telephone.

Can I Cancel or Change My Vote?

You can change or cancel your vote at any time up until voting results are
announced at the annual meeting. You can do this by simply voting again -- by
executing and returning a later-dated proxy card, voting through the Internet
or by toll-free telephone call, voting in person at the meeting, or writing
CREF's Secretary at 730 Third Avenue, New York, New York 10017-3206.

How Does a Proxy Work?

When you vote by proxy, you are instructing the agents named on the proxy card
how to vote on your behalf at the meeting. If you don't specifically instruct
them otherwise, they will vote FOR the election of the two nominees for trustee
and AGAINST the participant proposals presented in this proxy statement. At
this time, we don't know of any other matters being presented at the meeting.
If other matters are brought before the meeting, the proxy agents will vote the
proxies using their own best judgment, as allowed by the proxy.

Who May Vote; How Many Votes Do I Get?

Only participants in certain accounts will be eligible to vote on the
participant proposals. The following table shows which accounts' participants
may vote for each item on the proxy ballot:

All Accounts,
Except the Social
All Accounts Choice Account
-------------------------------------------------------

Trustee Election X
-------------------------------------------------------
Participant Proposal I X
-------------------------------------------------------
Participant Proposal II X
-------------------------------------------------------
Participant Proposal III X
-------------------------------------------------------
Participant Proposal IV X
-------------------------------------------------------

Each person having voting rights on September 30, 2002, may vote at the
meeting. On September 20, 2002, there were 109,145,302,543.35 total votes
eligible to be cast, broken down as follows:

Stock Account - 72,797,600,285.03 votes Social Choice Account - 4,093,650,567.17 votes
Money Market Account - 7,326,437,200.44 votes Global Equities Account - 5,179,933,650.70 votes
Bond Market Account - 5,585,346,589.33 votes Growth Account - 7,279,672,149.23 votes
Inflation-Linked Bond Account - 2,497,581,372.65 votes Equity Index Account - 4,385,080,728.80 votes

The number of votes you have is equal to the dollar value of your accumulation
in each CREF account on September 30, 2002. If you are receiving annuity
payments, the number of votes you have is equal to the dollar amount held on
September 30, 2002 in the annuity fund of each CREF account to meet our annuity
obligations to you. We will count fractional votes.

How Many Votes Are Needed for a Quorum or to Pass a Vote?

We will have a quorum for the meeting if 10 percent of the votes entitled to be
cast are voted. Abstentions are counted in determining whether a quorum has
been reached. The outcome of the election of trustees and the participant
proposal votes will be decided by a majority of the eligible votes present in
person or represented by proxy. Abstentions are not counted in determining the
actual voting results. No votes are cast by brokers.

I. ELECTION OF TRUSTEES

CREF's Board of Overseers recently approved an amendment to CREF's constitution
reducing the total number of trustees to serve on the CREF Board of Trustees
from sixteen to eight while reducing the number of trustees serving in each
trustee class from four to two. The amended constitution, to become effective
November 7, 2002, provides that the CREF Board of Trustees will continue to
be divided into four classes, but two trustees instead of four will be elected
each year for a term of four years. We believe these changes will lead to a
more productive and efficient governance structure for CREF.

At this annual meeting, you are being asked to elect two trustees to serve for
four years or until their successors are elected and qualified. Below is
information about the two nominees and the current trustees that are continuing
on the CREF board. (Those current trustees not listed below intend to leave the
CREF board following the annual meeting.) Each of the nominees currently serves
on CREF's Board of Trustees. Note that following the meeting, John H. Biggs
will resign from the CREF board and Martin L. Leibowitz will be appointed to
serve as the CREF Chairman of the Board.

In addition to the information listed below, each of the CREF trustees
currently serving also serves on the boards of trustees of TIAA-CREF Mutual
Funds, TIAA-CREF Institutional Mutual Funds, and TIAA-CREF Life Funds and on
the management committee of TIAA Separate Account VA-1.

NOMINEES FOR TRUSTEES

Nancy L. Jacob, 59, is president and managing principal of
Windermere Investment Associates. She was previously
chairman and chief executive officer of CTC Consulting,
[PHOTO] Inc. and executive vice president, U.S. Trust of the
Pacific Northwest. Dr. Jacob received a B.A. from the
Nancy L. Jacob University of Washington and a Ph.D. from the University of
Trustee since 1979 California, Irvine.

Nestor V. Santiago, 53, has been vice president and chief
[PHOTO] investment officer for the Howard Hughes Medical Institute
since February 2000. From 1994 to January 2000, he was the
Nester V. Santiago head of the investment office for the International
Trustee since 2000 Monetary Fund. Mr. Santiago serves on the board of
directors of the Bank-Fund Credit Union and the Emerging
Markets Growth Fund, Inc. He is also financial advisor to
the Margaret McNamara Memorial Fund, investment advisor to
the World Bank Staff Association, a member of the
investment committee of Arena Stage, and chairman of the
finance council of Holy Trinity Church. Mr. Santiago
received a B.S. in Chemical Engineering from the University
of the Philippines and an M.B.A. from Harvard University.

Each of the nominees has consented to serve if elected. If any nominee is
unavailable to serve when the meeting is held, the proxy agents may cast your
votes for a substitute chosen by the current Board of Trustees.

CONTINUING TRUSTEES

Martin J. Gruber, 65, has been Nomura Professor of Finance
[PHOTO] at the New York University Stern School of Business since
1987 and served as chairman of its Department of Finance
Martin J. Gruber from 1989 to September 1997. Dr. Gruber served as a trustee
Trustee since 2000 of TIAA from 1996 to 2000. Dr. Gruber is a past president
of the American Finance Association. He also serves on the
boards of Deutsche Asset Management B.T. Funds, the Japan
Equity Fund Inc., Singapore Equity Fund, Inc., the Thai
Equity Fund, Inc., and the DB Hedge Strategies Fund, L.L.C.
He received an S.B. from the Massachusetts Institute of
Technology and an M.B.A. and Ph. D. from the Columbia
University Graduate School of Business. His term as trustee
will expire in 2004.

[PHOTO] Martin L. Leibowitz,* 66, has been vice chairman and chief
investment officer of CREF and TIAA since 1995. Formerly,
Martin L. Leibowitz he was a managing director-director of research, and a
Trustee since 1995 member of the executive committee of Salomon Brothers, Inc.
Mr. Leibowitz is a trustee of TIAA and TIAA-CREF Investment
Management, LLC ("Investment Management"), and a director
of Teachers Advisors, Inc. ("Advisors") and TIAA-CREF Life
Insurance Company. He is also president of Investment
Management and Advisors and chief investment officer of
TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual
Funds, TIAA-CREF Life Funds, and TIAA Separate Account
VA-1. Mr. Leibowitz is a trustee of the Institute for
Advanced Study at Princeton. He is also a member of The
Rockefeller University Council and the board of overseers
of the New York University Stern School of Business and a
trustee of the Carnegie Corporation of New York. Mr.
Leibowitz also serves on the investment advisory committee
for the New York State Common Retirement Fund, the
University of Chicago, and Harvard University. He received
a B.A. and an M.S. from the University of Chicago, and a
Ph.D. from New York University's Courant Institute of
Mathematical Sciences. His term as trustee will expire in
2003.

[PHOTO] Bevis Longstreth,* 68, is a retired partner of the law firm
of Debevoise & Plimpton. Until 1994, he was a partner of
Bevis Longstreth the same firm, and thereafter he was of counsel to that
Trustee since 1996 firm. Mr. Longstreth has served as a commissioner of the
Securities and Exchange Commission, and as an adjunct
professor at Columbia University School of Law. Mr.
Longstreth is a member of the board of directors of
AMVESCAP, PLC. He is chairman of the finance committee of
the Rockefeller Family Fund and chairman of the investment
committee of the Nathan Cummings Foundation. He is also a
trustee of the New School University. Mr. Longstreth
received a B.S.E. from Princeton University and a J.D. from
Harvard University. His term as trustee will expire in 2003.

- ---------------
* Because Mr. Leibowitz is an officer of CREF, he is deemed to be an
"interested person" of CREF within the meaning of the Investment Company Act
of 1940. Mr. Longstreth may be considered an "interested person" of CREF
because he was associated with a law firm that has acted as counsel to CREF.

CONTINUING TRUSTEES continued

Stephen A. Ross, 58, has been the Franco Modigliani
Professor of Finance and Economics at the Sloan School of
Management at the Massachusetts Institute of Technology
since July 1998. He was previously the Sterling Professor
of Economics and Finance at the Yale School of Management
at Yale University. Dr. Ross is also co-chairman of Roll &
Ross Asset Management Corp., a director of Freddie Mac and
Algorithmics, Incorporated, a trustee of the California
[PHOTO] Institute of Technology, and a principal of IV Capital,
Ltd. He received a B.S. from the California Institute of
Stephen Ross Technology and a Ph.D. from Harvard University. His term as
Trustee since 1981 trustee will expire in 2005.

Maceo K. Sloan, 52, has been the Chairman, President and
CEO of Sloan Financial Group, Inc. and Chairman and CEO of
NCM Capital Management Group, Inc., since 1991. Mr. Sloan
is a director of SCANA Corporation and M&F Bancorp, Inc.
[PHOTO] Mr. Sloan received a B.A. from Morehouse College, an
M.B.A. from Georgia State University, and a J.D. from North
Maceo Solan Carolina Central University School of Law. His term as
Trustee since 1991 trustee will expire in 2005.

Robert W. Vishny, 43, is the Eric J. Gleacher Distinguished
Service Professor of Finance at the University of Chicago
Graduate School of Business where he has taught since 1985.
He is also a founding partner of LSV Asset Management, an
investment management firm. He is the former director of
the program in corporate finance at the National Bureau of
[PHOTO] Economic Research. Dr. Vishny received an A.B. from The
University of Michigan and a Ph.D. from the Massachusetts
Robert W. Vishny Institute of Technology. His term as trustee will expire in
Trustee since 1996 2004.

CURRENT CREF TRUSTEES AND OFFICERS

The following table includes certain information about all of CREF's current
trustees and officers, including positions currently held with CREF, length of
office and time served, and principal occupations in the last five years. The
table also includes the number of portfolios in the fund complex overseen by
each trustee and certain directorships held by each of them. The first table
includes information about CREF's disinterested trustees and the second table
includes information about CREF's interested trustees and officers. Those
trustees whose names are denoted by an asterisk (*) are expected to be leaving
the CREF board shortly after the annual meeting.

Disinterested Trustees

Number of
Portfolios
in Fund
Term of Office Complex Other
Position(s) and Length of Principal Occupation(s) Overseen Directorships Held
Name, Address and Age Held with Fund Time Served During Past 5 Years by Trustee by Trustees
- --------------------- -------------- ------------------- ------------------------------ ---------- ---------------------

Elizabeth E. Bailey* Trustee Term expires 2002. John C. Hower Professor of 51 Director, CSX
The Wharton School Trustee since 1986. Public Policy and Management, Corporation and
University of Pennsylvania The Wharton School, Philip Morris
Suite 3100 University of Pennsylvania. Companies Inc.
Steinberg-Dietrich Hall
Philadelphia, PA 19104-6372
Age: 63

Joyce A. Fecske* Trustee Term expires 2005. Vice President Emerita, DePaul 51 None
11603 Briarwood Lane Trustee since 1993. University. Formerly, Vice
Burr Ridge, IL 60527 President for Human Resources,
Age: 55 DePaul University.

Edes P. Gilbert* Trustee Term expires 2005. Formerly, Acting President, 51 None
Retired Head, The Spence Trustee since 1989. Independent Educational
School Services, Consultant,
49 East 78th Street, Suite 4A Independent Educational
New York, NY 10021 Services, and Head, The Spence
Age: 70 School.

Martin J. Gruber Trustee Term expires 2004. Nomura Professor of Finance, 51 Director, Deutsche
New York University Trustee since 2000. New York University, Stern Asset Management
Stern School of Business School of Business. Formerly, B.T. Funds, Japan
Henry Kaufman Management Chairman, Department of Equity Fund, Inc.,
Education Center Finance, New York University, Singapore Equity
44 West 4th Street, Suite 988 Stern School of Business, and Fund, Inc., the Thai
New York, NY 10012 Trustee of TIAA, 1996 - 2000. Equity Fund, Inc. and
Age: 65 the DB Hedge
Securities Fund,
L.L.C.

Nancy L. Jacob Trustee Term expires 2002. President and Managing 51 None
Windermere Investment Trustee since 1979. Principal, Windermere
Associates Investment Associates.
121 S.W. Morrison Street Formerly, Chairman and Chief
Suite 925 Executive Officer, CTC
Portland, OR 97204 Consulting, Inc.,
Age: 59 and Executive Vice President,
U.S. Trust of
the Pacific Northwest.

Marjorie Fine Knowles* Trustee Term expires 2004. Professor of Law, 51 None
College of Law Trustee since 1983. Georgia State University College
Georgia State University of Law.
P.O. Box 4037
Atlanta, GA 30302-4037
Age: 63

Stephen A. Ross Trustee Term expires 2005. Franco Modigliani Professor of 51 Director, Freddie
Sloan School of Management Trustee since 1981. Finance and Economics, Sloan Mac; Co-Chairman,
Massachusetts Institute of School of Management, Roll & Ross Asset
Technology Massachusetts Institute of Management Corp.;
77 Massachusetts Avenue Technology, Co-Chairman, Roll and Principal, IV
Cambridge, MA 02139 & Ross Asset Management Capital, Ltd.
Age: 58 Corp. Formerly, Sterling
Professor of Economics and
Finance, Yale School of
Management, Yale University.

Nestor V. Santiago Trustee Term expires 2002. Vice President and Chief 51 Director, Bank-Fund
Howard Hughes Medical Trustee since 2000. Investment Officer, Howard Credit Union and
Institute Hughes Medical Institute. Emerging Markets
4000 Jones Bridge Road Formerly, Investment Advisor/ Growth Fund, Inc.
Chevy Chase, MD 20815 Head of Investment Office,
Age: 53 International Monetary Fund.

Eugene C. Sit* Trustee Term expires 2003. Chairman, Chief Executive 51 Chairman and
Sit Investment Associates, Trustee since 1991. Officer and Chief Investment Director of registered
Inc. Officer, Sit Investment investment
4600 Norwest Center Associates, Inc. and Sit/Kim companies managed
90 South Seventh Street International Investment by Sit Investment
Minneapolis, MN 55402-4130 Associates, Inc. Associates, Inc.
Age: 64

Number of
Portfolios
in Fund
Term of Office Complex Other
Position(s) and Length of Principal Occupation(s) Overseen Directorships Held
Name, Address and Age Held with Fund Time Served During Past 5 Years by Trustee by Trustees
- --------------------- ----------------- ------------------- --------------------------------- ---------- ---------------------

Maceo K. Sloan Trustee Term expires 2005. Chairman, President and CEO, 51 Director, SCANA
NCM Capital Management Trustee since 1991. Sloan Financial Group, Inc., and Corporation and M&F
Group, Inc. Chairman and CEO, NCM Bancorp, Inc.
103 West Main Street, Capital Management Group,
Suite 400 Inc., since 1991.
Durham, NC 27701-3638
Age: 52

David K. Storrs* Trustee Term expires 2002. President and Chief Executive 51 Director of thirteen
Alternative Investment Trustee since 1994. Officer, Alternative Investment money market funds
Group, LLC Group, LLC sponsored by Alliance
2960 Post Road Capital Management
Southport, CT 06890
Age: 58

Robert W. Vishny Trustee Term expires 2004. Eric J. Gleacher Distinguished 51 None
University of Chicago Trustee since 1996. Service Professor of Finance,
Graduate School of University of Chicago, Graduate
Business School of Business. Founding
1101 East 58th Street Partner, LSV Asset Management.
Chicago, IL 60637
Age: 43

Interested
Trustees and Officers Number of
Portfolios
in Fund
Term of Office Complex Other
Position(s) and Length of Principal Occupation(s) Overseen Directorships Held
Name, Address and Age Held with Fund Time Served During Past 5 Years by Trustee by Trustees
- --------------------- ----------------- ------------------- --------------------------------- ---------- --------------------
John H. Biggs*/(1)/ Chairman of Term as Trustee Chairman, President and 51 Director, The
TIAA-CREF Board, President expires 2004. Chief Executive Officer of CREF, Boeing Company
730 Third Avenue and Chief Trustee since 1983. TIAA, TIAA-CREF Mutual Funds,
New York, NY 10017-3206 Executive Officer Chairman and Chief TIAA-CREF Institutional Mutual
Age: 66 Executive Officer Funds, TIAA-CREF Life Funds
since 1993. and TIAA Separate Account VA-1
President since (these funds are collectively
1997. Indefinite referred to as the "TIAA-CREF
term as officer. Funds"). Trustee of TIAA-CREF
Individual & Institutional
Services, Inc. ("Services")
Member of Board of Managers
of TIAA-CREF Investment
Management LLC ("Investment
Management"). Director of
Teachers Personal Investors
Services, Inc. ("TPIS"), Teachers
Advisors, Inc. ("Advisors") and
TIAA-CREF Trust Company, FSB
("TIAA-CREF Trust Company").

Number of
Portfolios
in Fund
Term of Office Complex Other
Position(s) and Length of Principal Occupation(s) Overseen Directorships Held
Name, Address and Age Held with Fund Time Served During Past 5 Years by Trustee by Trustees
- --------------------- ------------------ ------------------- --------------------------------- ---------- ----------------------

Martin L. Vice Chairman Term as Trustee Vice Chairman and Chief 51 None
Leibowitz/(1) / and Chief expires 2003. Investment Officer of the TIAA-
TIAA-CREF Investment Officer Trustee since 1995. CREF Funds. Vice Chairman of
730 Third Avenue Vice Chairman and the Board and Chief Investment
New York, NY Chief Investment Officer of TIAA. Member of
10017-3206 Officer since 1995. Board of Managers and
Age: 66 Indefinite term as President of Investment
officer. Management. Director and
President of Advisors. Director
of TIAA-CREF Life Insurance
Company ("TIAA-CREF Life").

Bevis Longstreth/(2)/ Trustee Term expires 2003. Retired Partner, Debevoise & 51 Member of the Board
Debevoise & Plimpton Trustee since 1996. Plimpton. Formerly, Partner and of Directors of
919 Third Avenue Of Counsel, Debevoise & AMVESCAP, PLC and
New York, NY Plimpton, Adjunct Professor at Chairman of the
10022-6225 Columbia University School of Finance Committee of
Age: 68 Law and Commissioner of the the Rockefeller Family
U.S. Securities and Exchange Fund
Commission.

Richard J. Vice President and Indefinite term. Vice President and Treasurer of N/A N/A
Adamski/(1)/ Treasurer Vice President and the TIAA-CREF Funds and TIAA.
TIAA-CREF Treasurer since Vice President and Treasurer of
730 Third Avenue 1991. Investment Management,
New York, NY Services, TPIS, Advisors, TIAA-
10017-3206 CREF Life, and TIAA-CREF
Age: 60 Tuition Financing, Inc. ("Tuition
Financing").

C. Victoria Apter/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Formerly, Vice President,
New York, NY 2000. Retirement Services, CREF and
10017-3206 TIAA.
Age: 59

Scott C. Evans/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Executive Vice President of
New York, NY 1997. Investment Management and
10017-3206 Advisors and Director of TIAA-
Age: 43 CREF Life

Number of
Portfolios
in Fund
Term of Office Complex Other
Position(s) and Length of Principal Occupation(s) Overseen Directorships Held
Name, Address and Age Held with Fund Time Served During Past 5 Years by Trustee by Trustees
- --------------------- ------------------ ------------------- --------------------------------- ---------- ------------------

Martin E. Galt, III/(1)/ Executive Vice Indefinite term. Executive Vice President and N/A N/A
TIAA-CREF President Executive Vice President, TIAA-CREF
730 Third Avenue President since Investment Products, CREF and
New York, NY 10017-3206 2000. TIAA. President of the TIAA-
Age: 60 CREF Funds (other than CREF).
Formerly, Executive Vice
President and President,
Institutional Investments, Bank
of America, and Principal
Investment Officer, NationsBank.
Director and President of Tuition
Financing and TPIS and Director
of TIAA-CREF Life and TIAA-
CREF Trust Company.

Richard L. Gibbs/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Executive Vice President,
New York, NY 10017-3206 1993. Investment Management,
Age: 55 Advisors and Tuition Financing
and Director of TIAA-CREF Life
and Tuition Financing.

Don W. Harrell/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Director of TIAA-CREF Life.
New York, NY 10017-3206 1992.
Age: 64

Ira J. Hoch/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Formerly, Vice President,
New York, NY 10017-3206 2000. Retirement Services, CREF and
Age: 52 TIAA.

Matina S. Horner/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Director of TIAA-CREF Life.
New York, NY 10017-3206 1989.
Age: 63

E. Laverne Jones/(1)/ Vice President and Indefinite term. Vice President and Corporate N/A N/A
TIAA-CREF Corporate Vice President and Secretary of the TIAA-CREF
730 Third Avenue Secretary Corporate Secretary Funds and TIAA.
New York, NY 10017-3206 since 1998.
Age: 53

Harry I. Executive Vice Indefinite Term. Executive Vice President and N/A N/A
Klaristenfeld/(1)/ President and Executive Vice Chief Actuary of the TIAA-CREF
TIAA-CREF Chief Actuary President and Chief Funds and TIAA. Formerly, Vice
730 Third Avenue Actuary since 2000. President and Chief Actuary,
New York, NY 10017-3206 Retirement Services, CREF and
Age: 52 TIAA. Executive Vice President
and Chief Actuary of Services.

Frances Nolan/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Formerly, Vice President,
New York, NY 10017-3206 2000. Retirement Services, CREF and
Age: 45 TIAA.

Bertram L. Scott/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA and
730 Third Avenue President since Chairman of the Board,
New York, NY 10017-3206 2000. President and Chief Executive
Age: 51 Officer of TIAA-CREF Life.
Formerly, President and Chief
Executive Officer, Horizon
Mercy.

Deanne J. Shallcross/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Formerly, Vice President,
New York, NY 10017-3206 1998. Marketing, CREF and TIAA.
Age: 53 Executive Vice President of
Services.

David A. Shunk/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Formerly, Vice President,
New York, NY 10017-3206 1998. Institutional & Individual
Age: 55 Consulting Services, CREF and
TIAA. President and Chief
Executive Officer of Services and
Director of TIAA-CREF Trust
Company.

Number of
Portfolios
in Fund
Term of Office Complex Other
Position(s) and Length of Principal Occupation(s) Overseen Directorships Held
Name, Address and Age Held with Fund Time Served During Past 5 Years by Trustee by Trustees
- --------------------- -------------- ---------------- -------------------------------- ---------- ------------------

John A. Somers/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA.
730 Third Avenue President since Executive Vice President of
New York, NY 10017-3206 1996. Investment Management and
Age: 58 Advisors and Director of TIAA-
CREF Life.

Charles H. Stamm/(1)/ Executive Vice Indefinite term. Executive Vice President and N/A N/A
TIAA-CREF President Executive Vice General Counsel of the TIAA-
730 Third Avenue President since CREF Funds and TIAA. Trustee
New York, NY 10017-3206 1988. of Services. Director of TPIS,
Age: 63 Advisors, TIAA-CREF Trust
Company, Tuition Financing and
TIAA-CREF Life. Member of
Board of Managers of
Investment Management.
Mary Ann Werner/(1)/ Executive Vice Indefinite term. Executive Vice President of N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA and
730 Third Avenue President since President, TIAA Shared Services.
New York, NY 10017-3206 2000. Formerly, Vice President, CREF
Age: 57 and TIAA. Executive Vice
President of Services and
Director of TIAA-CREF Life.

James A. Wolf/(1)/ Executive Vice Indefinite term. Executive Vice President of the N/A N/A
TIAA-CREF President Executive Vice TIAA-CREF Funds and TIAA and
730 Third Avenue President since President, TIAA Retirement
New York, NY 10017-3206 2000. Services. Formerly, Vice
Age: 57 President, Retirement Services,
CREF and TIAA. Trustee of
Services and Director of TIAA-
CREF Life.

- ---------------
/(1)/ The following individuals are "interested persons" under the 1940 Act
because they are officers of CREF: Mses. Apter, Horner, Jones, Nolan,
Shallcross and Werner; and Messrs. Adamski, Biggs, Evans, Galt, Gibbs,
Harrell, Hoch, Klaristenfeld, Leibowitz, Scott, Shunk, Somers, Stamm and
Wolf.
/(2)/ Mr. Longstreth may be considered an "interested person" under the 1940
Act because he was associated with a law firm that has acted as counsel
to CREF or its affiliates.

TRUSTEE EQUITY OWNERSHIP

The following table includes information relating to equity securities
beneficially owned by all current CREF Trustees in CREF and in all registered
investment companies in the same "family of investment companies" as CREF as of
September 3, 2002. CREF's family of investment companies includes CREF, TIAA
Separate Account VA-1, TIAA-CREF Life Funds, TIAA-CREF Mutual Funds, and
TIAA-CREF Institutional Mutual Funds. The amounts reported below include
amounts contributed to CREF accounts for the benefit of the non-employee
trustees pursuant to CREF's long-term performance deferred compensation plan
for non-employee trustees.

Disinterested Trustees

Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen
by Trustee in Family
NAME Dollar Range of Equity Securities in CREF of Investment Companies
- --------------------------------------------------------------------------------------------------

Elizabeth E. Bailey Stock Account -- Over $100,000 Over $100,000
Global Equities Account -- $50,001-$100,000
Growth Account -- Over $100,000
Equity Index Account -- Over $100,000
- --------------------------------------------------------------------------------------------------
Joyce A. Fecske Stock Account -- Over $100,000 Over $100,000
- --------------------------------------------------------------------------------------------------
Edes P. Gilbert Stock Account -- $50,001-$100,000 $50,001-$100,000
- --------------------------------------------------------------------------------------------------
Martin J. Gruber Stock Account -- Over $100,000 Over $100,000
Growth Account -- $1-$10,000
- --------------------------------------------------------------------------------------------------
Nancy L. Jacob Stock Account -- Over $100,000 Over $100,000
- --------------------------------------------------------------------------------------------------
Marjorie Fine Knowles Stock Account -- Over $100,000 Over $100,000
Social Choice Account -- Over $100,000
Bond Market Account -- Over $100,000
Global Equities Account -- Over $100,000
- --------------------------------------------------------------------------------------------------
Stephen A. Ross Stock Account -- Over $100,000 Over $100,000
Global Equities Account -- Over $100,000
Money Market Account -- Over $100,000
- --------------------------------------------------------------------------------------------------
Nestor V. Santiago Global Equities Account -- Over $100,000 Over $100,000
- --------------------------------------------------------------------------------------------------
Eugene C. Sit Stock Account -- $50,001-$100,000 $50,001-$100,000
- --------------------------------------------------------------------------------------------------
Maceo K. Sloan Stock Account -- $50,001-$100,000 $50,001-$100,000
- --------------------------------------------------------------------------------------------------
David K. Storrs Stock Account -- Over $100,000
Global Equities Account -- Over $100,000 Over $100,000
- --------------------------------------------------------------------------------------------------
Robert W. Vishny Stock Account -- $10,001-$50,000 $10,001-$50,000
- --------------------------------------------------------------------------------------------------

Interested Trustees

Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen
by Trustee in Family of
NAME Dollar Range of Equity Securities in CREF Investment Companies
- ---------------------------------------------------------------------------------------------------
John H. Biggs Stock Account -- Over $100,000 Over $100,000
Global Equities Account -- Over $100,000
Growth Account -- Over $100,000
Inflation-Linked Bond Account -- Over $100,000
- ---------------------------------------------------------------------------------------------------
Martin L. Leibowitz Stock Account -- Over $100,000 Over $100,000
Global Equities Account -- Over $100,000
Growth Account -- Over $100,000
Money Market Account -- $1-$10,000
- ---------------------------------------------------------------------------------------------------
Bevis Longstreth Stock Account -- $10,001-$50,000 Over $100,000
Global Equities Account -- $10,001-$50,000
Growth Account -- $50,001-$100,000
- ---------------------------------------------------------------------------------------------------

TRUSTEE COMPENSATION

The following table discloses the aggregate compensation received from CREF and
the TIAA-CREF Fund Complex for each current non-officer trustee for the year
ended December 31, 2001. The TIAA-CREF Fund Complex includes CREF, TIAA
Separate Account VA-1, TIAA-CREF Life Funds, TIAA-CREF Mutual Funds, and
TIAA-CREF Institutional Mutual Funds.

Disinterested Trustees

Long-Term Performance Total
Aggregate Deferred Compensation Compensation
Compensation Contribution As Part of From TIAA-CREF
NAME From CREF CREF Expenses Fund Complex/(1)/
- -------------------------------------------------------------------------------

Robert H. Atwell/(2)/ $61,078 $12,211 $62,500
- -------------------------------------------------------------------------------
Elizabeth E. Bailey $59,597 $12,211 $61,000
- -------------------------------------------------------------------------------
Joyce A. Fecske $52,276 $12,211 $53,500
- -------------------------------------------------------------------------------
Edes P. Gilbert $56,668 $12,211 $58,000
- -------------------------------------------------------------------------------
Martin J. Gruber $52,272 $12,211 $53,500
- -------------------------------------------------------------------------------
Nancy L. Jacob $46,409 $12,211 $47,500
- -------------------------------------------------------------------------------
Marjorie Fine Knowles $42,010/(3)/ $12,211 $43,000/(3)/
- -------------------------------------------------------------------------------
Stephen A. Ross $50,802/(3)/ $12,211 $52,000/(3)/
- -------------------------------------------------------------------------------
Nestor V. Santiago $52,269 $12,211 $53,500
- -------------------------------------------------------------------------------
Eugene C. Sit $49,335 $12,211 $50,500
- -------------------------------------------------------------------------------
Maceo K. Sloan $53,735 $12,211 $55,000
- -------------------------------------------------------------------------------
David K. Storrs $58,128 $12,211 $59,500
- -------------------------------------------------------------------------------
Robert W. Vishny $ 46,407 $ 12,211 $ 47,500
- -------------------------------------------------------------------------------

Interested Trustees

--------------------------------------------------

Bevis Longstreth $52,275/(3)/ $12,211 $53,500/(3)/
--------------------------------------------------

/(1)/ Includes portion of fees attributed to service in 2001 on the TIAA-CREF
Mutual Funds Board and/or TIAA-CREF Institutional Mutual Funds Board.
/(2)/ Robert H. Atwell retired from the Board effective March 2002.
/(3)/ This compensation, or a portion of it, was not actually paid based on
prior election of trustee to defer receipt of payment in accordance
with the provisions of deferred compensation plans for non-officer
trustees. Excluding this year's deferrals, a total of $3,298,202.51
earned across the fund complex has been deferred for prior years'
service, including interest through year-end 2000, for all current
trustees who had elected to defer their compensation.

CREF has a long-term performance deferred compensation plan for non-employee
trustees. Under this unfunded plan, in 2001 annual contributions equal to half
the amount of the basic annual trustee stipend were allocated to notional CREF
and TIAA accounts, as elected by the non-employee trustee. Benefits will
normally be paid in a lump sum after the trustee leaves the board. Pursuant to
a separate deferred compensation plan, non-employee trustees also have the
option to defer payment of their compensation and allocate it to notional TIAA
and CREF accounts chosen by the individual trustee. Benefits under that plan
are also normally paid in a lump sum after the trustee leaves the board.

Trustees who are active officers of CREF or TIAA do not receive any additional
compensation for their services as trustees.

COMMITTEES

Every year the board appoints certain committees with specific responsibilities
for aspects of CREF's operations. These are:

(1) An Audit Committee, consisting solely of independent trustees who are not
officers of CREF, which audits and examines the records and affairs of CREF
as it deems necessary, using independent auditors, internal auditors or
others. The Audit Committee has adopted a formal written charter which is
available upon request. During 2001, the Audit Committee held six meetings.
The current members of the Audit Committee are Mr. Sloan (chair), Dr.
Gruber, Mr. Santiago, and Mr. Storrs.

(2) A Finance Committee, which oversees the management of CREF investments
subject to appropriate oversight by the full board. During 2001, the
Finance Committee held four meetings. The current members of the Finance
Committee are Mr. Biggs (chair), Dr. Gruber, Dr. Jacob, Ms. Knowles, Mr.
Leibowitz, Mr. Longstreth, Dr. Ross, Mr. Santiago, Mr. Sit, Mr. Sloan, Mr.
Storrs, and Dr. Vishny.

(3) A Corporate Governance and Social Responsibility Committee, consisting
solely of trustees who are not officers of CREF, which addresses corporate
social responsibility and corporate governance issues including the voting
of CREF shares and the initiation of appropriate shareholder resolutions.
During 2001, the committee held five meetings. The current members of the
Corporate Governance and Social Responsibility Committee are Ms. Knowles
(chair), Dr. Bailey, Ms. Fecske, Ms. Gilbert, Mr. Longstreth, and Mr.
Storrs.

(4) An Executive Committee, which generally is vested with full board powers
between board meetings on matters not specifically addressed by the full
board. During 2001, the committee held five meetings. The current members
of the Executive Committee are Mr. Biggs (chair), Dr. Bailey, Ms. Fecske,
Dr. Gruber, Ms. Knowles, Mr. Leibowitz, and Mr. Longstreth.

(5) A Nominating and Personnel Committee, consisting solely of independent
trustees who are not officers of CREF, which nominates certain CREF
officers and the standing committees of the board, and recommends
candidates for election as trustees. During 2001, the committee held five
meetings. The current members of the Nominating and Personnel Committee are
Dr. Ross (chair), Ms. Gilbert, Dr. Jacob, Mr. Sit, and Dr. Vishny.

Participants can recommend nominees by writing to the Secretary of CREF, 730
Third Avenue, New York, New York 10017-3206. Participants can also recommend
nominees when casting votes for CREF's annual meeting by writing in the name of
the individual in the space provided on the CREF proxy card, or, if voting
through the Internet, by noting their recommended nominee in the "Comments"
section. (No recommendations may be made through our telephone voting facility.)

CREF's bylaws have recently been amended to provide for a Products and Services
Committee of the Board of Trustees. This committee, which shall be formed in
November 2002, shall review and oversee the design, development, improvement,
and marketing of new and existing products and services.

MEETINGS

There were five meetings of the Board of Trustees during 2001. All trustees
attended at least 75% of the meetings of the Board of Trustees and board
committees on which they served.

II. THE INDEPENDENT AUDITORS

Ernst & Young LLP (Ernst & Young) served as independent auditors to CREF for
the fiscal year ended December 31, 2001. At a meeting held on May 22, 2002, the
CREF Board of Trustees, including a majority of non-officer trustees, again
selected Ernst & Young to serve as independent auditors for CREF for the fiscal
year ending December 31, 2002. Ernst & Young performs independent audits of
CREF's financial statements. To maintain auditor independence and avoid even
the appearance of conflicts of interest, it is the policy of CREF, TIAA and
TIAA and CREF's affiliated entities not to engage Ernst & Young for management
advisory or consulting services. We expect a representative of Ernst & Young to
be present at the annual meeting to respond to questions.

Audit Fees

Ernst & Young's fees for professional services rendered for the audit of CREF's
annual financial statements for the year ended December 31, 2001 were $382,200.

Financial Information Systems Design and Implementation Fees

No financial information systems design and implementation nor any other
management consulting services were rendered by Ernst & Young in 2001 to (i)
CREF, and its adviser or affiliates of the adviser performing services for CREF
(CREF's Service Providers), (ii) TIAA or (iii) any other TIAA or CREF
affiliated entity.

All Other Fees

Ernst & Young's fees for all other services provided to CREF and CREF's Service
Providers in 2001 totaled $809,675, including $527,825 for the audit of annual
financial statements of CREF's Service Providers and $281,850 for other
audit-related services.*

The Audit Committee of CREF's Board of Trustees has determined that the
provision of these services is compatible with maintaining Ernst & Young's
independence.
- ---------------
* Ernst & Young's aggregate fees for professional services rendered in
connection with the audit of financial statements for the year-ended December
31, 2001 for TIAA and CREF and its affiliated entities was $1,924,000. Ernst
& Young's aggregate fees for all other professional services provided to TIAA
and CREF and its affiliated entities in 2001 was $436,000.

III. ADDITIONAL INFORMATION

Investment Advisory and Distribution Arrangements

TIAA-CREF Investment Management, LLC manages the assets in each CREF account.
It is a nonprofit subsidiary of TIAA, and provides its services at cost.
Investment Management is registered as an investment adviser under the
Investment Advisers Act of 1940, although it is not considered an investment
adviser under the Investment Company Act of 1940 because it provides its
services at cost.

CREF's certificates are distributed by TIAA-CREF Individual & Institutional
Services, Inc., another nonprofit subsidiary of TIAA. Services is registered as
a broker-dealer and is a member of the National Association of Securities
Dealers, Inc. The TIAA Board of Overseers, a New York membership corporation,
owns all of the stock of TIAA.

The address for Investment Management and Services is 730 Third Avenue, New
York, New York 10017-3206.

IV. PARTICIPANT PROPOSALS

PARTICIPANT PROPOSAL I

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

David I. Caplan, 247 S.E. 3rd Avenue, Delray Beach, FL 33483, owning 158.734
accumulation units in the CREF Stock Account, has given notice that he intends
to present the following resolution at the annual meeting:

No further funds of CREF shall be invested in any entity brought to its
attention that publicly advocates firearm control or firearm prohibition
legislation.

Participants' Supporting Statement

The proponent, David I. Caplan, recommends a vote FOR the proposal and urges
all participants to read carefully the following statement before casting their
vote.

Firearm control laws impede the ability of the public to defend itself. This
problem is exacerbated during sudden emergencies -- such as September 11, 2001
("9-11") -- when the police are called away from their normal duties to rush to
the site of the emergency. In such times, the public is suddenly deprived of
the police protection to which it has become accustomed for safety and security.

Firearm control laws also seriously implicate the Bill of Rights because "the
right of the people to keep and bear arms" is specifically guaranteed by the
Second Amendment. Increasingly many scholars and law professors have concluded
that the Second Amendment in the federal Bill of Rights guarantees a
constitutional right to private citizens. These professors include Harvard Law
Professor Laurence Tribe, who argued on behalf of Gore in the first Bush v.
Gore case in the U.S. Supreme Court. They have come to the conclusion that the
Amendment's guarantees are not limited to those who are enrolled in a formal,
governmentally sponsored militia.

The Amendment's opening phrase "well regulated militia" indicates that unless
the individual private citizen had a right to keep ordinary personal firearms,
the militia would not be well regulated. In emergencies, private possession of
ordinary firearms enables the populace to supplement the effectiveness of
either the State National Guards commanded by the State governors or the
National Guard of the United States commanded by the President, as selected by
the previously armed individuals, and in accordance with the views and promises
expressed by Alexander Hamilton in The Federalist No. 28. Last year a federal
Court of Appeals concluded that the Amendment guarantees an individual right to
the private citizen, and not exclusively to the soldier or enlisted member of a
governmentally sponsored organized militia.

In addition, scholarly arguments can be and have been made that firearm control
laws violate the Fourth Amendment. According to the U.S. Supreme Court, that
Amendment is rooted in the famous maxim enunciated by Sir Edward Coke in 1604:
"Everyone's house is a castle and fortress, not only for defense against
violence and injury but also for repose."

No matter how you may feel about firearm control laws, these laws teach the
enemies of other constitutional rights a dangerous sequence of procedures and
methodologies for similarly gradually weakening and ultimately destroying any
and all other rights that they dislike. In firearm control laws there lurks a
slippery slope for destroying other cherished rights.

For these reasons, proponent recommends a vote FOR the proposal.

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.

Proponent has asked participants to consider a proposal that would have CREF
stop investing in companies that publicly support gun control efforts. We
strongly believe that this proposal, which would require CREF to devote
resources to scrutinize the social causes advocated by portfolio companies, is
contrary to the interests of our participants. Our position has consistently
been that, except for the Social Choice Account, we will not make portfolio
investment decisions based solely on a company's record on social issues. We
could not operate an effective investment program that gives financial
considerations the highest priority if we sought to accommodate the diverse
social views of our more than two million participants in this manner. This
proposal, which promotes an agenda that we believe may be unpopular with many
of our participants, underscores the merit of this long-held position.

For this reason, the board recommends a vote against the proposal.

PARTICIPANT PROPOSAL II

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

Curtis C. Verschoor, 231 Wyngate Drive, Barrington, IL 60010, owning 3774.491
accumulation units in the CREF Stock Account, 2652.482 accumulation units in
the CREF Money Market Account, and 733.491 accumulation units in the CREF
Social Choice Account, and Stephen Viederman, 135 East 83/rd/ Street, Apt. 15A,
New York, NY 10028, owning 4426.370 accumulation units in the CREF Stock
Account, 10872.765 accumulation units in the CREF Money Market Account,
3912.658 accumulation units in the CREF Bond Market Account, and 1497.911
accumulation units in the CREF Social Choice Account, have given notice that
they intend to present the following resolution at the annual meeting:

WHEREAS TIAA-CREF professes to be a leader in corporate governance issues, and
processes of accountability and transparency are keystone pillars of effective
governance, and

WHEREAS TIAA-CREF wishes to be considered a "concerned investor," and believes
they are active and involved shareholders, and has proclaimed policies designed
to "encourage improved governance policies and practices, thereby leading to
better corporate performance and enhanced accountability," and

WHEREAS increasing numbers of TIAA-CREF participants have raised concerns that
their organization does not appear to utilize internally in practice the same
good corporate governance procedures it advocates publicly.

RESOLVED that TIAA-CREF report to its participants at least annually 1) how
issues relating to social and environmental responsibility have been factored
into investment decisions and into voting the shareholder proxies of companies
in its investment portfolio, 2) how it voted its proxies on investment
portfolio shareholder resolutions involving social and environmental issues and
3) what concrete steps it has undertaken to enhance governance in the boards of
directors and senior management of investment portfolio corporations through
adoption and implementation of socially and environmentally responsible
policies and practices.

Participants' Supporting Statement

As a group, college faculty and staff, the preponderance of TIAA-CREF
participants, have a keen awareness of social and environmental issues.
Undoubtedly they represent the largest group of investors having a financial
interest in and concern for the social and environmental performance of
corporations in the U.S. Their participation in foreign investments is also
significant, but less in proportion.

As evidence of their strong interest in investing in socially and
environmentally responsible companies, back in the 1980's a national group of
professors and staff lobbied TIAA-CREF for nearly five years before it set up a
"socially responsible" fund. This fund is now the largest social investment
fund in the U.S.

In the document CREF describes as "How we factor economic and social concerns
into investment decisions and into voting the shareholder proxies of companies
in our investment portfolio," TIAA-CREF states that it considers "social
factors appropriate to each fund's objectives in selecting investments." Yet,
significant numbers of participants have voted their proxies to force
divestment of companies widely considered to lack social and/or environmental
responsibility. TIAA-CREF's published responses appear to convey a marked lack
of consideration of social and environmental issues.

Further, TIAA-CREF has declined to present to participants its proxy voting
record on social and environmental resolutions of portfolio companies in spite
of repeated requests. Publication of TIAA-CREF activities designed to enhance
improved governance activities in portfolio companies through adoption and
implementation of social and environmentally responsible policies and practices
would serve as motivation for all companies to adopt "best practices."

Over the years, increasing empirical evidence has emerged that the average
financial performance of good corporate citizens exceeds that of poor citizens.
Therefore, consideration of social and environmental issues in investment
decisions will add to and not detract from long-term shareholder value that
TIAA-CREF so rightly considers a primary objective.

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.

You have been asked to consider a proposal that would require CREF to report to
its participants, at least annually, how it voted its proxies on shareholder
resolutions involving social and environmental issues, and how it has
integrated those issues into its investment decisions and dealings with
portfolio companies. While we share proponents' concerns for environmental and
social issues, we do not believe it would serve the best interests of our
participants to adopt the proposal as currently conceived at this time.

We strongly believe, as stated in our TIAA-CREF Policy Statement on Corporate
Governance, that "building long-term shareholder value is consistent with
directors of companies giving careful consideration to social responsibility
issues and the common good." While we do not make specific investment decisions
based solely on these issues, our policy statement clearly describes our
approach for reflecting these values. We specifically encourage boards of
companies to develop policies and practices to address the environmental impact
of their company's operations and products and to evaluate those actions that
can hurt the common good of the company's constituencies and communities it
which it operates. We spread this important message by widely distributing our
corporate governance policy statement to public companies and their boards, as
well as through informal forums and private discussions with portfolio
companies.

While we seek to encourage socially responsible corporate behavior, we hesitate
to produce the type of report proponent has requested. The board's Corporate
Governance and Social Responsibility Committee carefully determines how CREF
should vote on resolutions dealing with social issues, examining the particular
facts and circumstances involved in the context of the objectives set out in
our policy statement. Frequently, our governance committee is sympathetic to
proponents' goals but believes specific resolutions may be flawed or too
impractical to implement. In such cases, we frequently abstain and write a
letter to the company explaining our vote.

Indeed, some of CREF's votes are based on discussions with companies, and,
without that information, our specific votes cannot be fully understood. We
believe it is important to maintain the confidentiality of those discussions
since, in our experience, we have found that more can be accomplished through
quiet diplomacy than through public confrontation.

Finally, we believe the principle of confidential voting is an important one
which protects all shareholders from undue influence on the proxy voting
process.

For these reasons, the board recommends a vote against the current proposal.

We note that the Securities and Exchange Commission has very recently proposed
rules that would require investment companies, such as CREF, to report their
proxy voting records and disclose their voting policies to their shareholders.
The proposal is currently open for public comments. While these rules are under
consideration, we will continue to provide participants with meaningful
information about CREF's proxy voting policies and processes.

PARTICIPANT PROPOSAL III

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

Ann E. Marchand, 7043 22/nd/ Avenue N.W., Seattle, WA 98117, owning 91.537
accumulation units in the CREF Stock Account, 46.374 accumulation units in the
CREF Social Choice Account, and 114.715 accumulation units in the CREF Global
Equities Account, has given notice that she intends to present the following
resolution at the annual meeting:

Whereas, although CREF professes to be a leader in corporate governance issues,
CREF participants have raised concerns that CREF does not practice good
corporate governance internally, as the examples below demonstrate, and is
viewed as non-responsive to participants raising these concerns; and

Whereas, the CREF Social Account is offered to participants wishing to invest
in a fund that screens out companies engaged in what CREF considers to be
objectionable areas, while it retains Elizabeth Bailey, a Philip Morris Company
director as a CREF Trustee; and

Whereas, the CREF's Social Account is rated the worst of socially responsible
mutual funds in the 2002 NIS Social Rating of socially responsible mutual
funds; and

Whereas, TIAA-CREF admits to taking "financial incentives" including a
"subsidy" over the next three years of $1.17 million from "the City and County
of Denver", despite the fact that multibillion dollar mutual funds should not
need taxpayer money to improve hiring, location and other community efforts; and

Whereas, after 17% of CREF Global Equities and Stock Fund shareholders voted in
1999 to divest of Freeport McMoRan Copper and Gold stock, CREF refused to allow
this resolution to be re-voted on the following year; and

Whereas, CREF's purchase of irresponsible companies such as Enron, Philip
Morris, or Freeport McMoRan Copper and Gold is misguided; and

Whereas, TIAA-CREF Policy Statement on Corporate Governance is woefully
inadequate and OPPOSES shareholder resolutions concerning separation of the
positions of CEO and chairman; OPPOSES designation of a lead director; OPPOSES
the formation of shareholder advisory committees; OPPOSES the requirement that
candidates for the board be nominated by shareholders; OPPOSES a requirement
that directors must attend a specific percentage of board meetings, unless the
board supports such measures; and OPPOSES a requirement that directors be
prohibited from providing consulting services; and

Whereas, these concerns stem from the fact that John H. Biggs serves as
CHAIRMAN, PRESIDENT, and CHIEF EXECUTIVE OFFICER of CREF and TIAA; as a TRUSTEE
of TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds; as well as
the Boards of Overseers of TIAA and CREF; and

Whereas, in a recent McKinsey & Co. survey of 180 U.S. directors representing
almost 500 companies, nearly 70% said that the roles of Chairman of the Board
and CEO should be separated (Financial Times, May 28, 2002);

THEREFORE BE IT RESOLVED that the shareholders recommend that the offices of
CREF CEO and Chairman of the Board may not be held jointly by the same person.

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.

You have been asked to consider a proposal that would prevent the offices of
CREF Chief Executive Officer and Chairman of the Board from being held by the
same person. The board believes that the proposal is not in the long-term best
interests of CREF or its participants.

At the outset, participants should note that following the CREF annual meeting,
Mr. Biggs, CREF's current Chairman of the Board and Chief Executive Officer,
intends to step down from the CREF board, while remaining its Chief Executive
Officer. Nevertheless, the board

believes that there may be times when CREF and its participants would be best
served by combining the roles of Chairman and Chief Executive Officer. The
board would like to retain the flexibility to determine appropriate board
structure and board leadership in the future.

As a general matter, a combined Chairman/CEO acts as a bridge between the board
and the operating organization and can provide critical leadership for
strategic initiatives. A principal role of the Chairman is to propose the
general agenda for board meetings from among the many issues facing a company
on a day-to-day basis. As a result, the Chief Executive Officer may be in the
best position to develop this agenda in the most efficient and effective manner.

While legitimate concerns could be raised regarding the impact joining the
roles of Chairman of the Board and Chief Executive Officer could have on board
independence, we believe that the CREF board, as structured, maintains
effective independent oversight of management. For years, CREF has had only two
members of management on its Board of Trustees. Furthermore, key committees of
the board -- the Audit Committee, the Corporate Governance and Social
Responsibility Committee, and the Nominating and Personnel Committee -- consist
solely of trustees who are independent of CREF's management. Separating the
roles of Chairman and Chief Executive Officer would not add any value to this
already effective structure.

Finally, we have found through experience that the combined roles do work
effectively. The Board of Trustees - and CREF - has been strengthened by the
presence of Mr. Biggs, who has provided strategic and operational expertise
while serving in both these offices.

We believe that the interests of CREF and its participants would be best served
by maintaining the flexibility to combine the offices of Chairman and Chief
Executive Officer, balanced by the presence of CREF's independent trustees. The
board therefore recommends that participants vote against the proposal.

PARTICIPANT PROPOSAL IV

Because the fourth participant proposal concerns CREF's tobacco-related
investments, participants in all CREF accounts, except the Social Choice
Account, can vote on it. Since the proposal would affect participants in each
of these accounts differently, the votes will be tallied separately for each
account.

Dr. Eugene Feingold, 352 Hilldale Drive, Ann Arbor, MI 48105, owning 6641.879
accumulation units in the CREF Stock Account, 9032.319 accumulation units in
the CREF Bond Account, and 2555.785 accumulation units in the CREF Global
Equities Account, Thomas F. Hogan, M.D., 13400 E. Shea Boulevard, Scottsdale,
AZ 85259, owning 8078.925 accumulation units in the CREF Money Market Account
and 997.683 accumulation units in the CREF Social Choice Account, Dr. Douglas
C. Kelley, 910 Sunset Rd., Ann Arbor, MI 48103, owning 7.691 annuity units in
the CREF Stock Account, and C. Everett Koop, M.D., 3 Ivy Pointe Way, Hanover,
NH 03755-1407, owning 23.775 annuity units in the CREF Stock Account, have
given notice that they intend to present the following resolution at the annual
meeting:

For both ethical and financial reasons, participants request CREF: 1) To
announce that CREF will make no additional tobacco-related investments, and
2) To begin an orderly divestment of all tobacco investments.

Participants' Supporting Statement

The major cigarette companies spend over $9.57 billion each year (more than
$26.2 million every day) to promote their products; many of their marketing
efforts directly reach kids. Cigarette company spending to market their deadly
products increased by more than 42 percent from 1998 to 2000 (final 2001 data
are not yet available). Tobacco industry documents, and research on the effect
of marketing to kids, reveal the intent and success of industry efforts to
attract new smokers from the ranks of children.

Numerous internal tobacco industry documents, revealed in the various tobacco
lawsuits, show that tobacco companies have perceived kids as young as 13 years
of age as a key market, studied the smoking habits of kids, and developed
products and marketing

campaigns aimed at them. As an RJR Tobacco document put it, "Many manufacturers
have 'studied' the 14-20 market in hopes of uncovering the 'secret' of the
instant popularity some brands enjoy to the almost exclusion of others . . .
Creating a 'fad' in this market can be a great bonanza."

Additional internal company quotes:

Philip Morris: "Today's teenager is tomorrow's potential regular customer, and
the overwhelming majority of smokers first begin to smoke while still in their
teens . . . The smoking patterns of teenagers are particularly important to
Philip Morris."

R. J. Reynolds: "Evidence is now available to indicate that the 14-18 year old
group is an increasing segment of the smoking population. RJR-T must soon
establish a successful new brand in this market if our position in the industry
is to be maintained in the long term."

Brown & Williamson: "Kool's stake in the 16-25-year-old population segment is
such that the value of this audience should be accurately weighted and
reflected in current media programs . . . all magazines will be reviewed to see
how efficiently they reach this group."

Lorillard Tobacco: "[T]he base of our business is the high school student."

U. S. Tobacco: "Cherry Skoal is for somebody who likes the taste of candy, if
you know what I'm saying."

Cigarette companies now claim they have finally stopped intentionally marketing
to kids or targeting youths in their research or promotional efforts. But they
continue to advertise cigarettes in ways that reach vulnerable underage
populations. One of countless examples: a Massachusetts Department of Health
study found that cigarette advertising in magazines with high youth readership
actually increased by 33% AFTER the November, 1998 Master Tobacco Settlement
Agreement.

Cigarette companies are addicted to underage smoking. Due in large part to
cigarette company marketing, each day roughly 5,000 kids try smoking for the
first time. Another 2,000 kids become regular daily smokers; a third of them
will die many years prematurely, from their tobacco addiction.

Should TIAA-CREF financially co-sponsor the manufacture and promotion of such
deadly products? If not, vote for orderly divestment.

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.

The trustees believe that each participant should have the choice of whether or
not to invest in an account that uses non-financial criteria for its investment
program. This decision should not be made for them by the Board of Trustees.

The CREF accounts represent the pension contributions of over two million
individual participants, with each account designed to meet the long-term
financial needs of this diverse constituency. The trustees understand that
tobacco divestiture and other issues relating to socially responsible investing
touch upon deeply held personal beliefs shared by many CREF participants. Out
of respect for these beliefs, CREF created the Social Choice Account, a
balanced account that applies a number of social screens to its investment
portfolio, including one for tobacco. Given the availability of the Social
Choice Account and the diverse nature of our participant base, the trustees
have consistently declined to impose specific subjective social standards on
the investment programs of the other CREF accounts, regardless of the merits of
the social cause advocated.

The Trustees believe it is in participants' best financial interests to provide
CREF's investment professionals with the broadest possible discretion to pursue
each account's stated investment goals and strategies and take advantage of a
broad range of potential investment opportunities. For most CREF accounts, the
investment team pursues a strategy that seeks to maintain a risk and return
profile similar

to the account's benchmark. If we were to eliminate the stocks of an entire
industry from each CREF account, we would increase the chances that investment
performance would vary considerably from an account's benchmark in any given
year.

We believe that participants should be free to decide, based on their
individual consciences, whether or not they want specific subjective social
criteria applied to their investment accounts.

The board recommends a vote against the proposal.

V. OTHER MATTERS

Means of Soliciting Proxies

This proxy solicitation will be conducted mainly 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.

Proposals of Persons with Voting Rights

Proposals submitted by or on behalf of participants to be included in the CREF
proxy materials for the 2003 annual meeting must be received by CREF no later
than June 7, 2003. Unless CREF is notified by August 21, 2003 of other matters
that may be properly brought before the 2003 annual meeting by or on behalf of
participants, the persons named in the proxy will have the discretion to vote
on those matters as they see fit.

Annual Reports

If you would like to see the most recent CREF semi-annual and annual reports,
you can visit the TIAA-CREF Web site www.tiaa-cref.org, or use our on-line
request form to order print versions electronically. Or, you can call 1 800
842-2733, extension 5509 or write to CREF at 730 Third Avenue, New York, New
York 10017-3206.

A10790 (10/02)
[LOGO] Printed on recycled paper

CREF MICHAEL HUGYO VOTER CONTROL NUMBER 46601834226681

The Board of Trustees recommends a vote FOR item 1.

For Withhold Vote for
from all all except
1. Election of Trustees [ ] [ ] [ ]
Nominees:

Nancy L. Jacob (01), and Nestor V. Santiago (02)

To withhold your vote from any nominee, mark the "Vote for all except" box above
and strike a line through the nominee's name.

When signing as attorney, executor, administrator, trustee, guardian, or
corporate officer, please indicate your full name and title.

Signature Date
---------------------------- ----------------------

The Board of Trustees recommends a vote AGAINST the following items.

For Against Abstain

2. Participant proposal I (to stop investing in companies [ ] [ ] [ ]
supporting gun control) (All accounts)
3. Participant proposal II (to report on social and [ ] [ ] [ ]
environmental issues) (All accounts)
4. Participant proposal III (to separate CEO and [ ] [ ] [ ]
Chairman positions) (All accounts)
5. Participant proposal IV (to divest CREF's tobacco-related investments)
(All accounts except the Social Choice Account)

For Against Abstain

Stock [ ] [ ] [ ]
Bond Market [ ] [ ] [ ]
Growth [ ] [ ] [ ]
Inflation-
Linked Bond [ ] [ ] [ ]

For Against Abstain

Money Market [ ] [ ] [ ]
Global Equities [ ] [ ] [ ]
Equity Index [ ] [ ] [ ]

CREF DOMESTIC BALLOT 2002 VERSION (11)
SEQUENCE NUMBER 169113211010000 8-29-02 ORIG. (7-23-02)

P02F P07A P16A P25A P41A P47A P52A P58A P63A P69A P74A

College Retirement Equities Fund

By signing this form, I authorize Edes P. Gilbert, E. Laverne Jones, and Maceo
K. Sloan, singly or together, with power of substitution in each, to represent
me and cast my vote at CREF's annual meeting, and any adjournment or
postponement thereof. They will vote as I instruct. If no directions are given,
or if the instructions are contradictory, the proxies will vote (i) FOR the
election of all listed nominees; (ii) in accordance with the trustees'
recommendations on the other subjects listed on this card; and (iii) at their
discretion on any other matters that may properly come before the annual meeting
or if a nominee is not available for election. The CREF annual meeting will be
held on November 7, 2002, at 10:00 a.m. at TIAA-CREF's Southern Service Center,
8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262.

Unless you have voted by Internet or telephone, please sign and date this ballot
on the reverse side and return it in the enclosed postage-paid envelope to
EquiServe, P.O. Box 43065, Providence, RI 02940-5118. EquiServe has been engaged
to tabulate ballots returned by mail to preserve the confidentiality of your
ballot.

CREF DOMESTIC BALLOT 2002 VERSION (6)
9-17-02 ORIG. (7-23-02)

To vote via the Internet - go to
http://www.eproxyvote.com/tiaa-cref
To vote by telephone - dial 1 877 779-8683

Suggestions for Future CREF Nominees

Name:
------------------------------------------------
Institution:
-----------------------------------------
Name:
------------------------------------------------
Institution:
-----------------------------------------

2002 CREF Annual Meeting Voting

[GRAPHIC]

VOTE BY NET

TIAA
CREF COLLEGE RETIREMENT EQUITIES FUND

STEP 1
- --------------------------------------------------------------------------------

Welcome to the EquiServe Vote-By-Net Facility.

Please wait while you are automatically redirected to the secure voting site.

Click "Continue" if you are not automatically redirected within a few minutes.

CONTINUE

Home | About Security | Privacy Policy | Back to Top

2002 CREF Annual Meeting Voting

[GRAPHIC]

VOTE BY NET

TIAA
CREF COLLEGE RETIREMENT EQUITIES FUND

STEP 1
- --------------------------------------------------------------------------------

Welcome to the EquiServe online voting wizard!

Just follow a few simple steps to complete the secure voting process:

Authentication: Login using your voter control number
Ownership Info/Election Materials: Review your ownership information and election materials
Voting: Cast your ballot and receive your confirmation online
Finish: Update your e-mail profile and review other options

If you have more than one ballot, please vote them one card at a time. To get
started now, login below and click "Continue".

Step 1: Authentication

Enter the voter control number as it
appears on your ballot [ ]
Enter the last 4 digits of the U.S. social
security number (SSN) or the U.S. [ ]
taxpayer identification number (TIN)
for this account*

*If you do not have a SSN or TIN for this account, please leave this box blank.

CONTINUE

Home | About Security | Privacy Policy | Back to Top

2002 CREF Annual Meeting Voting

[GRAPHIC]

VOTE BY NET

TIAA
CREF COLLEGE RETIREMENT EQUITIES FUND

STEP 2
- --------------------------------------------------------------------------------

Welcome

Solar Hunter
1000 Main Street
Anywhere, NJ 12345

Election Materials

To review the Proxy materials please click the following link. When ready to
vote click "Continue" to go to the ballot page:

CREF Proxy Statement

CONTINUE

Home | About Security | Privacy Policy | Back to Top

2002 CREF Annual Meeting Voting

[GRAPHIC]

VOTE BY NET

TIAA
CREF COLLEGE RETIREMENT EQUITIES FUND

STEP 3
- --------------------------------------------------------------------------------
2002 CREF Annual Meeting

By submitting this form online, I authorize Edes P. Gilbert, E. Laverne Jones,
and Maceo K. Sloan, singly or together, with power of substitution in each, to
represent me and cast my vote at CREF' s annual meeting, and any adjournment or
postponement thereof. They will vote as I instruct. If no directions are given,
or if the instructions are contradictory, the proxies will vote (i) FOR the
election of all listed nominees; (ii) in accordance with the trustees'
recommendations on the other subjects listed on this card; and (iii) at their
discretion on any other matters that may properly come before the annual meeting
or if a nominee is not available for election. The CREF annual meeting will be
held on November 7, 2002, at 10:00 a.m. at TIAA-CREF's Southern Service Center,
8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262.

EquiServe has been engaged to tabulate ballots returned by mail to preserve the
confidentiality of your ballot.

Check this box to cast your vote in accordance with the recommendations of the
Board of Trustees: [ ]

The Board of Trustees recommends a vote FOR item 1.

1. Election [ ] FOR ALL NOMINEES, except as noted below:
of [ ] Nancy L.Jacob
Trustees [ ] Nestor V. Santiago

[ ] WITHHOLD AS TO ALL NOMINEES

The Board of Trustees recommends a vote AGAINST the following items.

2. Participant proposal I (to stop investing in companies supporting gun
control) (All accounts)

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Participant proposal II (to report on social and environmental issues) (All
accounts)

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2002 CREF Annual Meeting Voting

4. Participant proposal III (to separate CEO and Chairman positions) (All
accounts)

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. Participant proposal IV (to divest CREF' s tobacco-related investments)(All
accounts except the Social Choice Account)

Stock [ ]FOR [ ]AGAINST [ ]ABSTAIN

Money Market [ ]FOR [ ]AGAINST [ ]ABSTAIN

Bond Market [ ]FOR [ ]AGAINST [ ]ABSTAIN

Global Equities [ ]FOR [ ]AGAINST [ ]ABSTAIN

Growth [ ]FOR [ ]AGAINST [ ]ABSTAIN

Equity Index [ ]FOR [ ]AGAINST [ ]ABSTAIN

Inflation-Linked Bond [ ]FOR [ ]AGAINST [ ]ABSTAIN

To cast your vote please click "submit".
(NOTE: Your vote will not be counted until you click "Submit".)

SUBMIT

Home | About Security | Privacy Policy | Back to Top

2002 CREF Annual Meeting Voting Page 1 of 2

[GRAPHIC]

TIAA
CREF COLLEGE RETIREMENT EQUITIES FUND

STEP 3

Solar Hunter
1000 Main Street
Anywhere, NJ 12345
Control Number: 29001999999912
Confirmation Number: 326408
Date: Tue Sep 24 2002 15:36:25 CDT

Step 3: Summary of your vote

Your vote was recorded by EquiServe as follows:

1. Election of Trustees FOR ALL NOMINEES

2. Participant proposal I (to stop investing in AGAINST
companies supporting gun control) (All accounts)

3. Participant proposal II (to report on social and AGAINST
environmental issues) (All accounts)

4. Participant proposal III (to separate CEO and AGAINST
Chairman positions) (All accounts)

5. Participant proposal IV (to divest CREF' s
tobacco-related investments)(All accounts
except the Social Choice Account)

Stock AGAINST

Money Market AGAINST

Bond Market AGAINST

Global Equities AGAINST

Growth AGAINST

Equity Index AGAINST

2002 CREF Annual Meeting Voting Page 2 of 2

Inflation-Linked Bond AGAINST

To keep a copy for your records, click "Print" or "E-mail" on the top of this
page. To change your vote, click "Back".

To provide suggestions for future nominees click "Options".

You can now vote another ballot or click "Finish" to update your e-mail profile
and exit the voting site.

BACK OPTIONS FINISH

Home | About Security | Privacy Policy | Back to Top

CREF's 2002 Proxy Telephone Script Template

PROXY CONTROL NUMBER VERIFY

.. Greeting - Welcome to the electronic voting system. Please have your proxy
card or voting instruction sheet or ballot available before voting. (Not
customizable)

.. Control Number - Enter the voter control number as it appears on the card
followed by the pound sign. (Not customizable)

.. Hold - One moment please while we verify your information. (Not
customizable)

.. Secondary Control Number - Enter the last 4 digits of the U.S. Social
Security number or the U.S. taxpayer identification number for this account
followed by the pound sign. (Not customizable)

.. Invalid Entry of Control Numbers Message - We are unable to authenticate
the information that you entered. (Not customizable)

.. Default and Miskey Error Message - We are unable to process your request at
this time. Thank you for calling. (Not customizable)

PROXY MAIN

Vote Not Started - The time frame for this vote has not yet begun. Please call
back later. (Not customizable)

Vote Has Ended - The time frame for this vote has ended. Thank you for calling.
(Not customizable)

Special Message (99990NNN) - You are voting your 2002 CREF Proxy solicited by
its Board of Trustees. {Pronounced as CREF phonetically}

Legal Message -
- -------------

Vote Level (99980NNN) - Only participants in certain accounts are eligible to
vote on certain issues. Please check your proxy card to confirm your voting
eligibility. Your telephone vote is subject to the same terms and authorizations
as indicated on the printed proxy card.

With the Board Vote Prompt Message -
- ----------------------------------

Vote Level Message (55550NNN) - To vote all proposals in accordance with the
recommendations of the Board of Trustees press 1. If you wish to vote on each
proposal one at a time, press 2.

CREF's 2002 Proxy Telephone Script Template

Announcement Message (999XXNNN) - You will now vote for the Trustees Nominees.
The Board of Trustees recommends a vote FOR each of the nominees listed on your
ballot.

Multiple Director Message -
- -------------------------

Transfer Agent Level Message - (04000PX2) - [333XXNNN=Item 1, Election of
Trustees]. To vote for all nominees, press one. To withhold from all nominees,
press 2. To withhold from individual nominees, press 3.

Director Exception Messages -
- ---------------------------

Vote Level Message - (88200NNN) - For each nominee from whom you wish to
withhold your vote enter the 2-digit number after the nominee names listed on
the ballot followed by the pound key. Press the pound key again if you have
completed your withholding.

Withhold from subsequent Director Messages -
- ------------------------------------------

Vote Level Message - (88300NNN) - To withhold your vote from another nominee
enter the 2-digit number next to the name listed on the ballot followed by the
pound key, or if you have completed your withholding, press pound key again.

Invalid Director Messages -
- -------------------------

Default Level Message - You have entered an invalid nominee number.

PROPOSALS

For / Against / Abstain Proposals -
- ---------------------------------

Announcement Message (999XXNNN) - Participant Proposal I. To stop investing in
companies supporting gun control. Participants in all accounts are eligible to
vote on Participant Proposal I. The Board of Trustees recommends a vote AGAINST
this proposal.

Vote Level Message (00XX0NNN) - [333XXNNN=Item 2, Participant Proposal 1]. To
vote for, press 1; against, press 2; abstain press 3.

Announcement Message (999XXNNN) - Participant Proposal II. To report on social
and environmental issues. Participants in all accounts are eligible to vote on
Participant Proposal II. The Board of Trustees recommends a vote AGAINST this
proposal.

Vote Level Message (00XX0NNN) - [333XXNNN=Item 3, Participant Proposal 2]. To
vote for, press 1; against, press 2; abstain press 3.

CREF's 2002 Proxy Telephone Script Template

Announcement Message (999XXNNN) - Participant Proposal III: To separate CEO and
Chairman positions. Participants in all accounts are eligible to vote on
Participant Proposal III. The Board of Trustees recommends a vote AGAINST this
proposal.

Vote Level Message (00XX0NNN) - [333XXNNN=Item 4, Participant Proposal 3]. To
vote for, press 1; against, press 2; abstain press 3.