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
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(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(i)(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.
[ ] Checkbox 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
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COLLEGE RETIREMENT EQUITIES FUND
730 Third Avenue
New York, New York 10017-3206
NOTICE OF ANNUAL MEETING -- NOVEMBER 10, 1998
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Notice is hereby given to persons having voting rights in respect of the College
Retirement Equities Fund ("CREF") that the annual meeting of participants will
be held at CREF's home office, 730 Third Avenue, New York, New York, on November
10, 1998, at 10:00 a.m. for the following purposes:
1. To elect four trustees to serve for the next four years and until
their successors are elected and qualified;
2. To ratify the selection of Ernst & Young LLP as the independent
auditors for CREF for the fiscal year ending December 31, 1998;
3. To vote on the participant proposals set forth and described in the
accompanying proxy statement; and
4. To transact any other business as may properly come before the
meeting.
The Board of Trustees has set September 30, 1998, as the record date for
determination of the number of votes entitled to be cast. Only those persons who
had CREF voting rights as of September 30, 1998, are entitled to notice of and
to vote at the meeting.
By order of the Board of Trustees,
/s/ E. Laverne Jones
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E. Laverne Jones
Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY CARD IN THE ADDRESSED AND POSTPAID ENVELOPE PROVIDED
OR CAST YOUR VOTE THROUGH THE INTERNET OR BY TELEPHONE AS SOON AS POSSIBLE PRIOR
TO THE MEETING.
TO HOLD THE MEETING, A QUORUM OF THE SHARES ELIGIBLE TO VOTE IS REQUIRED BY LAW
TO BE REPRESENTED. THEREFORE, IT IS IMPORTANT THAT YOU VOTE NOW SO THAT CREF
WILL NOT HAVE TO BEAR THE UNNECESSARY EXPENSE OF ANOTHER SOLICITATION OF
PROXIES.
If you plan to attend the meeting, please call 800 842-2776 to obtain an
admission pass.
October 13, 1998 [LOGO]
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COLLEGE RETIREMENT EQUITIES FUND
PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD ON NOVEMBER 10, 1998
The accompanying proxy is solicited on behalf of the Board of Trustees of
the College Retirement Equities Fund ("CREF") and will be voted at the annual
meeting of persons having CREF voting rights and at any adjournment thereof. The
annual meeting of CREF will be held on November 10, 1998, at 10:00 a.m. at
CREF's home office, 730 Third Avenue, New York, New York. The approximate
mailing date of this proxy statement is October 13, 1998.
You can vote in any one of four ways:
(1) By marking and signing the enclosed proxy card and returning it for
use at the annual meeting;
(2) Through the Internet at http://www.equiserve.com/proxy/tiaa-cref;
(3) By telephone, by calling toll free 877 263-2733; or
(4) By voting in person at the annual meeting.
If you vote by Internet or telephone, please use the 13-digit "control"
number that appears on your proxy card. PLEASE DO NOT MAIL YOUR PROXY CARD IF
YOU ARE VOTING BY INTERNET OR TELEPHONE.
Each proxy may be revoked at any time up until voting results are announced
at the annual meeting. You can do this by writing the Secretary of CREF at 730
Third Avenue, New York, New York 10017-3206, or by voting in person at the
meeting. In addition, you can revoke a prior proxy simply by voting again -- by
executing and returning a later-dated proxy card, or by voting through the
Internet or by toll-free telephone call.
Unless instructions to the contrary are received, the proxy will be voted
FOR the election of the four nominees for trustee and FOR ratification of Ernst
& Young LLP as independent auditors for CREF for the fiscal year ending December
31, 1998, and AGAINST the participant proposals set forth and described in this
proxy statement. Only participants in certain accounts will be eligible to vote
on the participant proposals. The following table sets forth the voting rights
of CREF participants for each item on the proxy ballot:
STOCK, MONEY MARKET,
BOND MARKET,
INFLATION-LINKED BOND,
GLOBAL EQUITIES,
SOCIAL CHOICE GROWTH, AND EQUITY
ALL ACCOUNTS ACCOUNT ONLY INDEX ACCOUNTS ONLY
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Trustee Election X
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Independent Auditors X
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Participant Proposal I X
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Participant Proposal II X
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The Board of Trustees knows of no other matters to be presented at the
meeting. If, however, other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying proxy to vote the
proxies in accordance with their best judgment, and discretionary authority to
do so is included in the proxy.
Each person having voting rights on September 30, 1998, is eligible to vote
at the meeting. On September 20, 1998, there were a total of 122,208,084,769.93
votes eligible to be cast. Of the total number of votes, 97,765,698,791.21 were
attributable to the Stock Account; 5,631,484,961.32 were attributable to the
Money Market Account; 2,630,012,095.42 were attributable to the Bond Market
Account; 127,951,002.80 were attributable to the Inflation-Linked Bond Account;
2,728,986,893.22 were attributable to the Social Choice Account;
5,150,548,167.19 were attributable to the Global Equities Account;
5,524,440,612.97 were attributable to the Growth Account; and 2,648,962,245.80
were attributable to the Equity Index Account. As of September 20, 1998,
Teachers Insurance and Annuity Association of America ("TIAA"), CREF's companion
organization, owned 2,000,000 accumulation units in the Inflation-Linked Bond
Account, representing approximately 43 percent of that account's outstanding
accumulation units. As of that date, TIAA was entitled to cast .04 percent of
the total number of votes eligible to be cast on those matters described in this
proxy statement on which all participants are entitled to vote.
The number of votes attributable to a person with a CREF accumulation is
equal to the dollar value of the amount credited to that person in the
accumulation fund of each CREF account on September 30, 1998. If annuity
payments are being made, the number of votes for an annuitant is equal to the
number of dollars held in the annuity fund of each CREF account on September 30,
1998, to meet the annuity obligations to that person. Fractional votes will be
counted.
VOTE REQUIRED
CREF's constitution provides that the holders of 10 percent of the votes
entitled to be cast will constitute a quorum at the meeting. The vote of persons
holding a majority of the votes present in person or represented by proxy at the
meeting and entitled to vote will decide the outcome of the election of
trustees, the ratification of the appointment of the independent auditors, and
the participant proposal vote. Abstentions are counted in determining whether a
quorum has been reached.
When the quorum requirements are met, abstentions are not counted in
determining the outcome of the election of trustees, the ratification of the
appointment of independent auditors, or the participant proposal vote, or any
other matters that may be brought to a vote at the meeting that require only a
majority of shares present to be passed. No votes are cast by brokers.
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I. ELECTION OF TRUSTEES
CREF's constitution provides that the Board of Trustees is divided into
four classes, with one class of four trustees elected each year for a term of
four years. At this annual meeting, four trustees are to be elected to serve for
four years and until their successors are elected and qualified. All of the
nominees currently serve on CREF's Board of Trustees and have been renominated
to serve for another term.
Set forth below is information concerning the age, principal occupation,
employment during the past five years, educational background, and certain other
directorships of each nominee and continuing trustee, as well as the year in
which each individual first became a trustee.
NOMINEES FOR TRUSTEE
ROBERT H. ATWELL, 67, has been president emeritus of the
American Council on Education and a senior consultant for
A.T. Kearney since November 1996. Formerly, he was president
of the American Council on Education and Pitzer College. Mr.
[PHOTO] Atwell is a trustee emeritus of St. Norbert College, a
TRUSTEE SINCE 1989 trustee of Eckerd College and New College Foundation, and a
director of Education Management Corp. and Collegis, Inc.
Mr. Atwell also serves as a trustee of TIAA-CREF Mutual
Funds. Mr. Atwell received a B.A. from the College of
Wooster and an M.A. from the University of Minnesota. He has
been a CREF participant since 1970.
ELIZABETH E. BAILEY, 59, is the John C. Hower Professor of
Public Policy and Management at The Wharton School of the
University of Pennsylvania. Formerly, she was a professor at
Carnegie Mellon University and dean of its Graduate School
[PHOTO] of Industrial Administration. Dr. Bailey has been a visiting
TRUSTEE SINCE 1986 scholar at Yale University. Dr. Bailey is a director of CSX
Corporation, Honeywell Inc., and Philip Morris Companies
Inc. She is a trustee of The Brookings Institution and
Bancroft, Inc., and is a director of the National Bureau of
Economic Research. Dr. Bailey also serves as a trustee of
TIAA-CREF Mutual Funds. She received an A.B. from Radcliffe
College, an M.S. from Stevens Institute of Technology, and a
Ph.D. from Princeton University. She has been a CREF
participant since 1983.
STUART TSE KONG HO, 62, is chairman of the board and
president of Capital Investment of Hawaii, Inc., and
chairman of the board of Gannett Pacific Corporation. He
[PHOTO] also serves on the boards of Pacific Century Financial
TRUSTEE SINCE 1990 Corp., Gannett Co., Inc., and Aloha Airgroup, Inc. Mr. Ho
also serves as a trustee of TIAA-CREF Mutual Funds. Mr. Ho
received a B.A. from Claremont McKenna College and a J.D.
from The University of Michigan School of Law.
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NOMINEES FOR TRUSTEE (continued)
DAVID K. STORRS, 54, has been president and chief executive
officer of Alternative Investment Group, L.L.C., an
investment management firm, since August 1996. From January
1996 to October 1996, he was adviser to the president, The
Common Fund, a collective investment vehicle for college and
[PHOTO] university endowments. He had been president and chief
TRUSTEE SINCE 1994 executive officer of The Common Fund since January 1993. He
is also a director of eleven money market funds sponsored by
Alliance Capital Management. Mr. Storrs also serves as a
trustee of TIAA-CREF Mutual Funds. He received a B.A. from
Yale University and an M.B.A. from Harvard University
Graduate School of Business Administration. He has been a
CREF participant since 1975.
CONTINUING TRUSTEES
JOHN H. BIGGS,* 62, is chairman, president, and chief
executive officer of CREF and TIAA. Mr. Biggs also serves as
a trustee of TIAA, TIAA-CREF Investment Management, LLC
("Investment Management"), TIAA-CREF Individual &
Institutional Services, Inc. ("Services"), and TIAA-CREF
Mutual Funds, and is a director of Teachers Personal
Investors Services, Inc. ("TPIS"), Teachers Advisors, Inc.
[PHOTO] ("Advisors"), and TIAA-CREF Trust Company, FSB. Mr. Biggs is
TRUSTEE SINCE 1983 a director of The Boeing Company, Ralston Purina Company,
and the National Bureau of Economic Research. He is a
trustee of the Church Pension Fund (Episcopal), The Danforth
Foundation, the Financial Accounting Foundation, and
Washington University in St. Louis. Mr. Biggs received an
A.B. from Harvard University and a Ph.D. from Washington
University in St. Louis. He has been a CREF participant
since 1977. His current term as trustee expires in 2000.
GARY P. BRINSON, 54, has been a member of the group
executive board of UBS AG and chief executive officer of UBS
Brinson, the asset management division of UBS AG, since June
1998. Mr. Brinson is also chief executive officer of Brinson
Partners, Inc., a registered investment adviser and
[PHOTO] subsidiary of UBS AG. He was formerly a member of the group
TRUSTEE SINCE 1995 executive board and chief investment officer of Swiss Bank
Corporation. Mr. Brinson serves as a trustee of the Research
Foundation of the Institute of Chartered Financial Analysts
and TIAA-CREF Mutual Funds. He received a B.A. from Seattle
University and an M.B.A. from Washington State University.
His current term as trustee expires in 1999.
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CONTINUING TRUSTEES (continued)
JOYCE A. FECSKE, 51, is vice president emerita at DePaul
University. Until February 1994, she was vice president for
[PHOTO] human resources at DePaul University. Ms. Fecske also serves
TRUSTEE SINCE 1993 as a trustee of TIAA-CREF Mutual Funds. She received a B.A.
and an M.A. from DePaul University. She has been a CREF
participant since 1976. Her current term as trustee expires
in 2001.
EDES P. GILBERT, 66, recently retired as head of The Spence
School and is currently a consultant for Independent
Education Services. Previously, she was headmistress of the
Mary Institute. Ms. Gilbert serves as president of the board
[PHOTO] of trustees of Lesley College and as a trustee of the
TRUSTEE SINCE 1989 Friends Seminary and TIAA-CREF Mutual Funds. After receiving
a B.A. from Vassar College, Ms. Gilbert received an M.Ed.
from Lesley College, Graduate School of Education. She has
been a CREF participant since 1972. Her current term as
trustee expires in 2001.
NANCY L. JACOB, 55, is president and managing partner of
Windermere Investment Associates. She was previously
chairman and chief executive officer of CTC Consulting,
Inc., and executive vice president, U.S. Trust of the
Pacific Northwest. Formerly, she was a professor of finance
in the School and Graduate School of Business Administration
[PHOTO] at the University of Washington, where she also served as
TRUSTEE SINCE 1979 dean. Dr. Jacob also serves as a director of Puget Sound
Power & Light Company and as a trustee of TIAA-CREF Mutual
Funds. She received a B.A. from the University of Washington
and a Ph.D. from the University of California, Irvine. She
has been a CREF participant since 1971. Her current term as
trustee expires in 1999.
MARJORIE FINE KNOWLES, 59, is a professor of law at Georgia
State University College of Law, where she also served as
dean until 1991. Formerly, she was a professor of law at the
[PHOTO] University of Alabama College of Law. Ms. Knowles also
TRUSTEE SINCE 1983 serves as a trustee of TIAA-CREF Mutual Funds. She received
her A.B. from Smith College and her LL.B. from Harvard Law
School. She has been a CREF participant since 1976. Her
current term as trustee expires in 2000.
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CONTINUING TRUSTEES (continued)
MARTIN L. LEIBOWITZ,* 62, has been vice chairman and chief
investment officer of CREF and TIAA since November 1995. He
was executive vice president, Investments, CREF and TIAA,
from June 1995 to November 1995. Formerly, he was a managing
director-director of research, and a member of the executive
committee of Salomon Brothers Inc. Mr. Leibowitz is a
trustee of TIAA, Investment Management, and TIAA-CREF Mutual
Funds, and a director of Advisors and TIAA-CREF Life
Insurance Company. He is also president and chief executive
officer of Investment Management and Advisors, and chief
[PHOTO] investment officer of TIAA-CREF Mutual Funds and TIAA
TRUSTEE SINCE 1995 Separate Account VA-1. In addition, Mr. Leibowitz is a
trustee of the Carnegie Corporation of New York, Princeton's
Institute for Advanced Study, a member of the board of
overseers of the New York University Stern School of
Business, a director of the Institute for Quantitative
Research in Finance, and a member and former chairman of the
board of governors of the New York Academy of Sciences. 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. He has been a CREF participant since
1996. His current term as trustee expires in 1999.
JAY O. LIGHT, 57, is a professor of business administration
at Harvard University Graduate School of Business
Administration. In addition, Dr. Light is a director of
United Asset Management, the Harvard Management Company, the
Baupost Fund, and the GMO Trust. Dr. Light also serves as a
[PHOTO] trustee of Brigham and Women's Hospital and TIAA-CREF Mutual
TRUSTEE SINCE 1987 Funds. He received a B.E.P. from Cornell University and a
D.B.A. from Harvard University. Dr. Light has been a CREF
participant since 1972. His current term as trustee expires
in 1999.
BEVIS LONGSTRETH,* 64, is of counsel at the law firm of
Debevoise & Plimpton since 1998. Formerly, he was a partner
of the same firm. He is an adjunct professor at Columbia
University School of Law. Mr. Longstreth is a member of the
[PHOTO] board of directors of Capstead Mortgage Corporation and
TRUSTEE SINCE 1996 AMVESCAP, PLC. He is also a member of the National
Adjudicatory Council of the National Association of
Securities Dealers, Inc., and a trustee of the New School
for Social Research and TIAA-CREF Mutual Funds. Mr.
Longstreth received a B.S.E. from Princeton University and a
J.D. from Harvard University. His current term as trustee
expires in 2000.
* Because Messrs. Biggs and Leibowitz are officers of CREF, they are deemed
to be "interested persons" of CREF within the meaning of the Investment Company
Act of 1940. Mr. Longstreth may be considered an "interested person" of CREF
because he is associated with a law firm that has acted as counsel to CREF.
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CONTINUING TRUSTEES (continued)
ROBERT M. LOVELL, JR., 68, is a founding partner of First
Quadrant L.P., an investment management firm. Previously, he
[PHOTO] was chairman and chief executive officer of First Quadrant
TRUSTEE SINCE 1977 Corp., its predecessor. Mr. Lovell also serves as a trustee
of TIAA-CREF Mutual Funds. Mr. Lovell received his B.A. from
Princeton University. His current term as trustee expires in
2000.
STEPHEN A. ROSS, 54, 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 General Reinsurance
[PHOTO] Corporation and Algorithmics, Incorporated, and a trustee of
TRUSTEE SINCE 1981 the California Institute of Technology. Dr. Ross also serves
as a trustee of TIAA-CREF Mutual Funds. He received a B.S.
from the California Institute of Technology and a Ph.D. from
Harvard University. Dr. Ross has been a CREF participant
since 1974. His current term as trustee expires in 2001.
EUGENE C. SIT, 60, is chairman, chief executive, and chief
investment officer of Sit Investment Associates, Inc., and
Sit/Kim International Investment Associates, Inc. Both are
investment management firms. He also serves as chairman and
director of thirteen registered investment companies managed
by Sit Investment Associates, Inc. Mr. Sit serves as a
trustee of the Research Foundation of the Institute of
[PHOTO] Chartered Financial Analysts, Carleton College, the
TRUSTEE SINCE 1991 Minnesota Historical Society, and the Minneapolis Institute
of Fine Arts. Mr. Sit also serves as a trustee of TIAA-CREF
Mutual Funds. He received a B.S.C. from DePaul University,
and is both a Chartered Financial Analyst and a Certified
Public Accountant. His current term as trustee expires in
1999.
MACEO K. SLOAN, 48, has been the chairman, president, and
chief executive officer of Sloan Financial Group, Inc., and
NCM Capital Management Group, Inc., since 1991. Mr. Sloan is
a director of SCANA Corporation, Mechanics and Farmers Bank,
[PHOTO] the Calvert New World Fund, New Africa Advisers, and New
TRUSTEE SINCE 1991 Africa Management. Mr. Sloan also serves as a trustee of
TIAA-CREF Mutual Funds. Mr. Sloan received a B.A. from
Morehouse College, an M.B.A. from Georgia State University,
and a J.D. from North Carolina Central University School of
Law. His current term as trustee expires in 2001.
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CONTINUING TRUSTEES (continued)
ROBERT W. VISHNY, 39, has been the Eric J. Gleacher
Professor of Finance at the University of Chicago Graduate
School of Business since 1993. He is the director of the
program in corporate finance at the National Bureau of
Economic Research and a founding partner of LSV Asset
[PHOTO] Management, an investment management firm. Dr. Vishny also
TRUSTEE SINCE 1996 serves as a trustee of TIAA-CREF Mutual Funds. Dr. Vishny
received an A.B. from The University of Michigan and a Ph.D.
from the Massachusetts Institute of Technology. He has been
a CREF participant since 1985. His current term as trustee
expires in 2000.
As of September 20, 1998: (1) none of the trustees individually owned as much
as 1 percent of the outstanding voting securities of any CREF account; and (2)
trustees and officers, as a group, did not own more than 1 percent of the
outstanding voting securities of any account.
Each of the nominees is available and has consented to serve if elected. If
any of these persons is unavailable to serve at the time the meeting is held,
the votes represented by the proxy may be voted for any substitute designated by
the current Board of Trustees.
COMMITTEES
At each annual meeting of trustees, the board appoints certain committees
with specific responsibilities for various aspects of CREF's operation. Included
among these are:
(1) An Audit Committee, consisting solely of trustees who are not officers
of CREF, which itself, or through independent auditors or others, audits and
examines the records and affairs of CREF as it deems necessary. During 1997, the
Audit Committee held six meetings. The current members of the Audit Committee
are Dr. Bailey (chair), Dr. Jacob, Mr. Lovell, and Mr. Sloan.
(2) A Finance Committee, which oversees the management of CREF investments
in accordance with appropriate oversight by the full board. During 1997, the
Finance Committee held six meetings. The current members of the Finance
Committee are Mr. Biggs (chair), Mr. Brinson, Mr. Ho, Dr. Jacob, Ms. Knowles,
Mr. Leibowitz, Dr. Light, Mr. Longstreth, Mr. Lovell, Dr. Ross, Mr. Sit, Mr.
Sloan, Mr. Storrs, and Dr. Vishny.
(3) A Nominating and Personnel Committee, consisting solely of trustees who
are not officers of CREF, which nominates certain CREF officers and the standing
committees of the board, and recommends persons for election as trustees. During
1997, the committee held six meetings. The current members of the Nominating and
Personnel Committee are Mr. Sit (chair), Ms. Fecske, Ms. Gilbert, Dr. Light, and
Dr. Vishny.
The Nominating and Personnel Committee will consider potential nominees for
trustees recommended by participants. Any participants desiring to present a
candidate to the committee for future consideration should write the name of the
individual in the
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space provided on the proxy card, or, if voting through the Internet, should
note their recommended nominee in the "Comments" section. (No recommendations
may be made through our telephone voting facility.) In addition, participants
may recommend nominees to the CREF Board of Overseers by writing to: Secretary,
CREF Board of Overseers, 730 Third Avenue, New York, New York 10017-3206.
MEETINGS
There were five meetings of the Board of Trustees during 1997. All trustees
except Mr. Brinson, Dr. Jacob, and Dr. Ross attended at least 75 percent of the
total number of meetings of the Board of Trustees and of the committees of the
board on which they served.
COMPENSATION OF TRUSTEES
The following table sets forth compensation information for the trustees
who are not officers of CREF ("non-officer trustees") for the year ended
December 31, 1997. The TIAA-CREF fund complex referred to in the last column
consists of three investment companies: CREF, TIAA Separate Account VA-1, and
TIAA-CREF Mutual Funds.
LUMP-SUM DEFERRED
AGGREGATE COMPENSATION TOTAL
COMPENSATION BENEFIT ACCRUED COMPENSATION
FROM AS PART OF CREF FROM TIAA-CREF
NAME CREF EXPENSES (1) FUND COMPLEX
Robert H. Atwell $ 42,952 $16,088 $ 43,000
Elizabeth E. Bailey $ 46,954 $10,004 $ 47,000
Gary P. Brinson $ 23,975 $ 3,029 $ 24,000
Joyce A. Fecske $ 30,966 $ 2,844 $ 31,000
Edes P. Gilbert $ 33,962 $12,937 $ 34,000
Stuart Tse Kong Ho $ 28,966 $ 9,493 $ 29,000
Nancy L. Jacob $ 29,964 $ 9,748 $ 30,000
Marjorie Fine Knowles $ 35,961(2) $10,977 $ 36,000(2)
Jay O. Light $ 28,964 $ 7,451 $ 29,000
Bevis Longstreth $ 29,970 $ 5,215 $ 30,000
Robert M. Lovell, Jr. $ 32,960(2) $22,842 $ 33,000(2)
Stephen A. Ross $ 27,970(2) $ 8,248 $ 28,000(2)
Eugene C. Sit $ 35,957 $ 6,919 $ 36,000
Maceo K. Sloan $ 40,951 $ 3,012 $ 41,000
Harry K. Spindler $126,959(3) $17,264 $127,000(3)
David K. Storrs $ 37,953 $ 3,194 $ 38,000
Robert W. Vishny $ 30,960 $ 762 $ 31,000
(1) Amounts were accrued under a CREF deferred compensation plan in effect
through the end of 1997, and were calculated assuming service through age 70.
(2) Trustee elected to defer payment of this compensation under a CREF
deferred compensation plan, which was closed as to future participation in 1986.
(3) Includes $90,000 deferred compensation benefit paid to Mr. Spindler, a
former CREF trustee, in accordance with plan provisions.
The CREF deferred compensation plan in effect through the end of 1997
provided that a non-officer trustee who had served at least five years receive a
lump-sum
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deferred compensation benefit after leaving the CREF board based on half the
trustee stipend in effect when leaving the board and years of service. CREF has
adopted a new long-term deferred compensation plan to replace this plan,
effective January 1998. Under this new unfunded plan, accounts have been set up
for each non-officer trustee and credited with amounts from the former plan.
Going forward, annual contributions equal to half of the amount of the basic
annual trustee stipend are allocated to notional CREF and TIAA accounts, in
predetermined percentages. Benefits are paid out in a lump sum after the
non-officer trustee leaves the CREF board.
Trustees who are active officers of CREF or TIAA do not receive any
additional compensation for their services as trustees.
II. RATIFICATION OF INDEPENDENT AUDITORS
For the fiscal year ended December 31, 1997, Ernst & Young LLP ("Ernst &
Young") served as independent auditors to CREF. At a meeting held on May 20,
1998, the CREF Board of Trustees, including a majority of those trustees who are
not "interested persons" of CREF, again selected Ernst & Young to serve as
independent auditors for CREF for the fiscal year ending December 31, 1998,
subject to ratification by persons having voting rights in CREF.
In 1997, Ernst & Young replaced Deloitte & Touche LLP ("Deloitte") as
independent auditors. The decision to engage Ernst & Young was the result of a
process initiated by the CREF Board of Trustees pursuant to its policy to
periodically consider rotation of CREF's external audit firm. Deloitte's reports
on CREF's financial statements for the years ended December 31, 1996 and
December 31, 1995 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified as to uncertainty, audit scope, or accounting principles.
There were no disagreements with Deloitte on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
during 1995 and 1996 or subsequently.
Representatives of Ernst & Young will be present at the annual meeting to
respond to appropriate questions.
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III. ADDITIONAL INFORMATION
EXECUTIVE OFFICERS
Set forth below is information concerning the age, positions, certain
directorships, and offices held during the past five years by each executive
officer of CREF. These executive officers are selected annually by the Board of
Trustees. Messrs. Biggs and Leibowitz, who are trustees and whose positions with
CREF are described above, are not listed again here.
PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS
Richard J. Adamski 56 Vice president and treasurer, CREF and TIAA,
since March 1991. Mr. Adamski is also vice
president and treasurer of TIAA-CREF
Investment Management, LLC ("Investment
Management"), TIAA-CREF Individual &
Institutional Services, Inc. ("Services"),
Teachers Personal Investors Services, Inc.
("TPIS"), Teachers Advisors, Inc.
("Advisors"), TIAA-CREF Mutual Funds, and
TIAA-CREF Life Insurance Company ("TIAA-CREF
Life").
Douglas A. Dial 62 Senior managing director-CREF Stock Account,
CREF and TIAA, since May 1997; prior to May
1997, vice president, CREF and TIAA. Mr.
Dial is also senior managing director and
assistant secretary of Investment Management
and Advisors and senior managing director of
TIAA-CREF Mutual Funds.
Scott C. Evans 39 Executive vice president, CREF and TIAA,
since September 1997; from March 1997 to
September 1997, managing director-CREF
Account, CREF and TIAA; from March 1994 to
March 1997, second vice president, CREF and
TIAA; prior to that, assistant vice
president, CREF and TIAA. Mr. Evans is
executive vice president of Investment
Management, Advisors, and TIAA-CREF Mutual
Funds. Mr. Evans is also a director of
TIAA-CREF Life.
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PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS
Eric E. Fisher 59 Senior managing director-Quantitative
Investments, CREF and TIAA, since May 1997;
prior to that, vice president, CREF and
TIAA. Mr. Fisher is also senior managing
director of Investment Management, Advisors,
and TIAA-CREF Mutual Funds.
Richard L. Gibbs 51 Executive vice president, CREF and TIAA,
since March 1993; prior to March 1993, vice
president, CREF and TIAA. Mr. Gibbs is also
executive vice president of Investment
Management, Advisors, and TIAA-CREF Mutual
Funds, and a director, executive vice
president, and chief financial officer of
TIAA-CREF Life.
Don W. Harrell 60 Executive vice president, CREF and TIAA,
since March 1992; previously, administrative
assistant to U.S. Senator David Pryor. Mr.
Harrell is a director of TIAA-CREF Life and
executive vice president of TIAA-CREF Mutual
Funds.
Matina S. Horner 59 Executive vice president, CREF and TIAA,
since December 1989; previously, president
of Radcliffe College. Dr. Horner is chair of
the board of trustees of MGH Institute of
Health Professions and Fund for the City of
New York. Dr. Horner also serves as a
director of TIAA-CREF Life, Boston Edison
Company, the Greenwall Foundation, and The
Neiman Marcus Group, and as a trustee of the
Massachusetts General Hospital, the
Twentieth Century Fund, and the Women's
Research & Education Institute. Ms. Horner
is also executive vice president of
TIAA-CREF Mutual Funds.
E. Laverne Jones 49 Vice president and corporate secretary, CREF
and TIAA, since August 1998; prior to that,
senior counsel. Ms. Jones is also vice
president and corporate secretary of
TIAA-CREF Mutual Funds.
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PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS
John J. McCormack 54 Executive vice president and president,
TIAA-CREF Enterprises, CREF and TIAA, since
June 1998; prior to that, executive vice
president, CREF and TIAA. Mr. McCormack is a
director of TIAA-CREF Life and on the boards
of St. Bonaventure University and the
Employee Benefit Research Institute. He is
also executive vice president of TIAA-CREF
Mutual Funds.
Michael T. O'Kane 53 Senior managing director-Securities, CREF
and TIAA, since May 1996; prior to that,
managing director, Investments, TIAA. Mr.
O'Kane is also senior managing director of
Investment Management, Advisors, and
TIAA-CREF Mutual Funds and chief investment
officer of TIAA-CREF Life.
John A. Putney, Jr. 59 Executive vice president and president,
Retirement Services, CREF and TIAA, since
June 1998; prior to that, executive vice
president, CREF and TIAA. Mr. Putney is a
trustee of Services and a director of
TIAA-CREF Trust Company, FSB, and TIAA-CREF
Life. He is also executive vice president of
TIAA-CREF Mutual Funds.
Deanne J. Shallcross 49 Executive vice president, CREF and TIAA,
since June 1998; prior to that, vice
president, Marketing, CREF and TIAA. Ms.
Shallcross is also executive vice president
of TIAA-CREF Mutual Funds and vice president
of Services.
David A. Shunk 51 Executive vice president, CREF and TIAA,
since June 1998; prior to that, vice
president, Institutional & Individual
Consulting Services, CREF and TIAA. Mr.
Shunk is president of Services and executive
vice president of TIAA-CREF Mutual Funds.
John A. Somers 54 Executive vice president, CREF and TIAA,
since April 1996; prior to that, senior vice
president, Mortgage and Real Estate, CREF
and TIAA. Mr. Somers is also executive vice
president of TIAA-CREF Mutual Funds,
Investment Management, and Advisors, and a
director of TIAA-CREF Life. He is also on
the boards of the Guardian Life Insurance
Company of America, the Emigrant Savings
Bank, and the Community Preservation
Corporation.
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PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS
Charles H. Stamm 59 Executive vice president and general
counsel, CREF and TIAA. Mr. Stamm also
serves as a trustee of Investment Management
and Services, as a director of TPIS,
Advisors, TIAA-CREF Trust Company, FSB, and
TIAA-CREF Life, and as executive vice
president of TIAA-CREF Mutual Funds.
Thomas G. Walsh 56 Executive vice president, CREF and TIAA. Mr.
Walsh is a director and president of
TIAA-CREF Life and TPIS, president of
TIAA-CREF Mutual Funds, and chairman of the
management committee of TIAA Separate
Account VA-1.
Mary Ann Werner 53 Executive vice president, CREF and TIAA,
since June 1998; prior to that, vice
president, CREF and TIAA. She is also
executive vice president of TIAA-CREF Mutual
Funds and vice president of Services.
James A. Wolf 53 Executive vice president, CREF and TIAA,
since June 1998; prior to that, vice
president, Corporate MIS, CREF and TIAA. He
is also executive vice president of
TIAA-CREF Mutual Funds.
INVESTMENT ADVISORY AND DISTRIBUTION ARRANGEMENTS
TIAA-CREF Investment Management, LLC ("Investment Management") manages the
assets in each CREF account. It is a nonprofit subsidiary of TIAA, and provides
its services for the CREF accounts 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. ("Services"), 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.
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IV. PARTICIPANT PROPOSALS
PARTICIPANT PROPOSAL I
Because the first participant proposal concerns the Social Choice Account
screens, only participants in the Social Choice Account can vote on it.
A. Chris Abajian, 202 NW 43rd Street, Seattle, WA 98107-4328, owning
272.288 accumulation units in the CREF Social Choice Account, Allyson Carlyle,
6012 40th Ave. NE, Seattle, WA 98115, owning 127.566 accumulation units in the
CREF Social Choice Account, Mary Lou Finley, 327 29th Avenue E, Seattle, WA
98112, owning 84.938 accumulation units in the CREF Social Choice Account,
Edward P. Flowers, 382 Mercy Street, Mountain View, CA 94041-2204, owning 14.434
annuity units in the CREF Social Choice Account, David S. Gordon, 4728 40th
Avenue NE #3A, Seattle, WA 98105, owning 947.859 accumulation units in the CREF
Social Choice Account, Bruce Hawkins, 61 Henshaw Avenue, Northampton, MA 01060,
owning 7.096 annuity units in the CREF Social Choice Account, Steven L. Hulbert,
9 Woodcrest Drive, East Moriches, NY 11940-1420, owning 286.662 accumulation
units in the CREF Social Choice Account, Lawrence C. Jones, 712 Woods Road,
Vestal, NY 13850-3566, owning 2,189.674 accumulation units in the CREF Social
Choice Account, Patrick Malone, 1702 Euclid Rd., Durham, NC 27713, owning 32.309
accumulation units in the CREF Social Choice Account, and Frank Zucker, 3808
Interlake Ave. No., Seattle, WA 98103, owning 138.675 accumulation units in the
CREF Social Choice Account, have given notice that they intend to present the
following resolution at the annual meeting:
The TIAA-CREF Social Choice Account shall not invest in other
mutual funds, in banks, in insurance companies, or in other
financial services, unless TIAA-CREF has determined that the
institution is following the screens of the Social Choice Account
when the institution invests its assets.
PARTICIPANTS' SUPPORTING STATEMENT
We are a large, diverse group of people intent on improving the quality of
the TIAA-CREF Social Choice Account because we have our money in it. We are
spread from the West Coast to the East Coast and our ages range from 29 to 67.
We urge you all to vote in favor of our resolution as being in our interests.
This resolution was on the ballot last year and received 37% of the vote (a
stunning success since most resolutions receive 1 or 2%).
Last year there was a massive mailing mix-up in which many people initially
received our statement but got ballots without our resolution on them, and then
later got ballots but no statement. We believe the vote would have been even
higher had this mix-up not occurred.
When the Social Choice Account invests in a normal company and helps it
raise money, the money is used for purchasing equipment, paying salaries, and
expanding
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production. However, a financial institution is different. When the Social
Choice Account helps a financial institution raise money, most of the money is
reinvested by that financial institution. This money may be reinvested in
tobacco companies, weapons companies, and other things prohibited by the
TIAA-CREF Social Choice Account.
Thus investing in financial institutions provides a loophole through the
social screens of the TIAA-CREF Social Choice Fund. This is the reason why some
other socially responsible mutual funds do not invest in financial institutions
(and they still get a good return). Investing in financial institutions is no
different than investing in other non-socially responsible mutual funds. This is
not a new screen; it is closing a loophole in the existing screens.
There are a few financial institutions that do adhere to the Social Choice
Fund's screens (such as Chicago's South Shore Bank). But these are not the
financial institutions the Social Choice Fund is invested in.
This proposal is exceedingly easy and inexpensive to administer; if
TIAA-CREF doesn't want to spend the time to investigate the investments of a
bank, it can just not invest in that bank.
Currently, the TIAA-CREF Social Choice Account invests approximately 15% of
its assets in financial institutions. More alarmingly, the percentage the Social
Choice Fund is putting into this sector has been growing. It is important to
stop this trend while the percentage is still small and the financial impact on
the Social Choice Fund is minimal. It is our intention that the Board of
Trustees divest of financial institutions not instantly, but over a period of
not more than 18 months in order to maximize return.
Since we are invested in the Social Choice Account and committed to improving
it, we will continue this effort for the long term.
OPPOSING STATEMENT OF THE BOARD OF TRUSTEES
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THE PROPOSAL, WHICH IS
CONTRARY TO THE INTERESTS OF PARTICIPANTS, AND URGES ALL PARTICIPANTS IN THE
ACCOUNT TO READ CAREFULLY THe FOLLOWING STATEMENT BEFORE CASTING THEIR VOTE.
The trustees, including those trustees who are Social Choice Account
investors themselves, are strongly opposed to proponents' resolution. The
proposal, by extending the Account's social screens to companies whose
activities may have only an indirect relationship to "non-socially responsible"
activities, would put unreasonable and serious constraints on the Account if
adopted. Indeed, the trustees question whether the Social Choice Account would
still be viable given the severe limitations that would be imposed on the
Account's investment program.
The Social Choice Account's current social screens already preclude the
Account from investing in companies that make up approximately 50% of the market
value of the Standard & Poor's 500 index (S&P 500). The proposal presented here,
in the pursuit of further social "perfection," would substantially limit the
already limited universe of
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companies in which the Account may invest. Indeed, to follow the logic of
proponents' resolution, the Account should be required to examine the
investments, such as pension plan investments, of all companies otherwise
acceptable to the Account, not just those of financial institutions, assuming we
could even get that information. Since it is likely that few companies invest
their assets in accordance with the Social Choice Account's screens, the Account
would be closed out of all but a limited number of companies. We could not
operate the Social Choice Account successfully with such extensive constraints.
If we were to simply eliminate all financial institutions from the Social
Choice Account, as proponents suggest, the Account would lose much of the
diversity that has contributed to its excellent investment results, raising the
financial risks for participants. Financial institutions constitute
approximately 16% of the S&P 500 index, the Account's equities benchmark. If the
Account is precluded from investing in financial institutions, it could lose the
flexibility to track its benchmark, especially given the already limited
universe of stocks available to the Account. In 1997, financial stocks in the
S&P 500 index posted total returns of 48.13%, far exceeding the returns of the
index as a whole. While past performance does not guarantee future results, we
do not believe that forgoing investments in this industry sector would serve the
best interests of participants.
Finally, proponents base their argument on the premise that the Account is
helping financial institutions raise money -- money that may be reinvested in
non-socially responsible companies. However, in reality, when the Account
purchases the stock of a financial institution in the open market, that money
does not provide that financial institution with investment funds, but rather
goes to the third-party seller of the stock. The assertion, then, that investing
in financial institutions is a loophole through which the Account can invest in
non-socially responsible companies is incorrect.
For all of these reasons, the board strongly recommends a vote against the
proposal.
PARTICIPANT PROPOSAL II
Because the second 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, Michigan 48105, owning
9,561.135 accumulation units in the CREF Stock Account and 2,702.937
accumulation units in the Global Equities Account, Thomas F. Hogan, M.D., 429
Civitan St., Morgantown, WV 26505, owning 8,078.925 accumulation units in the
CREF Money Market Account, Dr. Douglas C. Kelley, 910 Sunset Rd., Ann Arbor, MI
48103, owning 7.671 annuity units in the CREF Stock Account, and C. Everett
Koop, M.D., 5924 Maplewood Park Place, Bethesda, MD 20814, 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:
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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
(1) It is wholly inappropriate for educators to seek to enrich their own
retirement by investing in tobacco products which when used as directed produce
disease and premature death for a third of their longtime users, including our
own students.
TIAA-CREF publications assert that "The long-run interests in TIAA-CREF
participants are best served by investing in corporations that are both
financially and socially responsible." Twenty-two tobacco corporations (in which
CREF currently invests about $2 Billion) cannot possibly qualify as "socially
responsible."
Even the U.S. Senate Commerce Committee's conservative Chairman declares
"It has been well established that the tobacco industry has been dishonest and
deceitful to Congress and the American people." For TIAA-CREF to suggest it
invests only in "socially responsible" corporations is blatant hypocrisy.
(2) The American Medical Association, American Public Health Association,
and organizations battling cancer, heart and lung diseases all urge investors to
divest tobacco holdings. Colleges, universities and retirement systems are doing
so, citing tobacco's uncertain future and its disastrous nature. Co-sponsors of
this CREF tobacco divestment proposal include a former Surgeon General of the
United States, a past president of the American Public Health Association, a
practicing oncologist, and an adult educator who organized "Educators for
Tobacco-Free Investments by TIAA-CREF."
(3) Many tobacco-free investment funds are equally or more profitable than
funds which include investments in deadly tobacco. But TIAA-CREF's Social Choice
Fund is not an adequate answer. It involves only about 1% of TIAA-CREF's total
investments. That leaves some $2 Billion of CREF participants' funds sponsoring
tobacco -- without any expressed approval by most participants, since the great
majority of them do not respond to CREF's annual ballot mailing and may thus be
unaware of their substantial investment in the tobacco industry.
(4) TIAA-CREF's ability to make impartial decisions with respect to tobacco
is impeded by the presence on CREF's board of trustees of a Philip Morris
Director. It is said the Philip Morris Director does not vote on CREF's
tobacco-related decisions. But TIAA-CREF executives, staff members, and other
trustees cannot avoid being influenced by their awareness that a Philip Morris
Director is Chair of CREF's Audit Committee, a senior member of CREF's
Nominating and Personnel Committee, and -- ironically -- a member of CREF's
"Corporate Governance and Social Responsibility Committee."
Supporting this tobacco divestment proposal is an important way to
criticize the behavior of the tobacco industry and to send a message that
TIAA-CREF's backing of
18
<PAGE>
the industry with educators' retirement dollars and with higher education's
credibility is financially risky and ethically unacceptable.
OPPOSING STATEMENT OF THE BOARD OF TRUSTEES
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THE PROPOSAL, WHICH IS
CONTRARY TO THE INTERESTS OF PARTICIPANTS, AND URGES ALL PARTICIPANTS TO READ
CAREFULLY THE FOLLOWING STATEMENT BEFORE CASTING THEIR VOTE.
The Board of Trustees believes that EACH participant should have the
individual choice to decide whether or not to invest in an account that includes
tobacco stocks. This decision should not be made by the Board of Trustees or
even by a vote of other participants.
Because of this conviction as to individual choice, CREF created the Social
Choice Account in 1990. The Social Choice Account is a balanced account that
does not invest in companies that produce or market tobacco products.
Approximately 60 percent of the Account is invested in stocks and 40 percent in
fixed-income investments, which we believe is a desirable balance for long-term
retirement portfolios. The Account has had an excellent performance record and
has proven extremely popular since its inception. Over 200,000 participants
currently invest in it and it has approximately $2.8 billion in assets, which is
more than three times the size of the next largest socially screened fund.
The proponents' assertion that the great majority of participants have not
expressly approved the CREF accounts' investment in tobacco is misplaced. No
specific investments by the CREF accounts are "approved" by individual
participants. Investments in the CREF accounts are selected and approved by CREF
professionals on the basis of financial objectives and this is the way it should
be. As to disclosure, all CREF participants have been informed that the CREF
accounts, other than Social Choice, may invest in tobacco stocks. Participants
who do not approve of the CREF accounts' tobacco investments have the choice to
transfer to the Social Choice Account.
In addition, the proponents question the ability of CREF management and
trustees to make impartial decisions because of the presence of a Philip Morris
director on the Board. This criticism, which regrettably personalizes the
issues, is also misplaced. Our management and trustees exercise independent
professional judgment and issues of this nature are dealt with appropriately. We
have adopted procedures that require any trustee to be recused during
discussions relating to a matter where there is any potential for conflict.
Finally, we believe tobacco stocks continue to have excellent appreciation
potential, despite the uncertainty of tobacco legislation and litigation. If
CREF concludes at any time that tobacco investments are not in our participants'
best financial interests, we will take appropriate action.
The trustees believe the proposal would eliminate an important personal
choice that participants are now free to make. We urge a vote against it.
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V. OTHER MATTERS
MEANS OF SOLICITING PROXIES
Typically, this proxy solicitation will be conducted by mail, but it may
also be conducted by telephone, any method of electronic communication (e.g.,
the Internet), or personal interview. All expenses incurred in connection with
this solicitation of proxies are borne by CREF and included in the
administrative expenses that are paid for out of the net assets of each account.
PROPOSALS OF PERSONS WITH VOTING RIGHTS
Proposals submitted by or on behalf of persons with voting rights for
presentation at the 1999 annual meeting and inclusion in the proxy statement and
proxy must be received by CREF no later than June 15, 1999. Unless CREF is
notified by August 29, 1999 of any other matters that may be properly brought
before the 1999 annual meeting by or on behalf of persons with voting rights,
the persons named in the proxy will have the discretion to vote on such matters
as they see fit.
ANNUAL REPORTS
If you would like a copy of the most recent CREF semi-annual and annual
reports, please write to CREF at 730 Third Avenue, New York, New York 10017-3206
or call 800 842-2733, extension 5509. You can also view the reports in the
Library section of TIAA-CREF AT YOUR SERVICE on the Internet, or use our on-line
request form to order print versions electronically. Our Web site address is
WWW.TIAA-CREF.ORG.
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[LOGO] Printed on recycled paper
<PAGE>
[CREF LOGO] COLLEGE RETIREMENT EQUITIES FUND
1998 PROXY SOLICITED BY THE BOARD OF TRUSTEES CONTROL NUMBER
NOW YOU HAVE THE OPTION OF VOTING YOUR PROXIES BY MAIL, INTERNET, OR
TELEPHONE-IT'S EASY AND CONFIDENTIAL.
Your internet or telephone vote authorizes the proxies named on the back of your
proxy card to cast your votes in the same manner as if you marked, signed, and
returned you card.
Internet and telephone voting is available 24 hours per day, 7 days per week.
All votes cast by telephone, Internet, or proxy card must be received by noon
(eastern time) on November 10, 1998.
OUR RECORDS SHOW THAT YOU ARE ELIGIBLE TO VOTE ON THE FOLLOWING ITEMS.
REGISTRATION
NAME
ADDRESS
ADDRESS
ADDRESS
TO VOTE VIA THE INTERNET
1) Visit the Internet voting site at HTTP://WWW.EQUISERVE.COM/PROXY/TIAA-CREF
2) Enter your 13-digit Control Number, located above in the upper right-hand
corner of this form.
3) Follow the instructions on the screen.
4) Your vote will be confirmed at the end of the session.
TO VOTE BY TELEPHONE
1) Dial 877 263-2733 on a touch-tone telephone. This is a toll-free call.
2) Enter your 13-digit Control Number, located above in the upper right-hand
corner of this form.
3) Follow the recorded instructions.
4) Your vote will be confirmed after each selection.
If you vote via the Internet or by telephone,
please do NOT mail back your proxy card.
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[CREF LOGO] NAME SEQUENCE NO.
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE
FOR ITEMS 1 AND 2
WITHHOLD VOTE FOR
FOR FROM ALL ALL EXCEPT
1. Election of trustees [ ] [ ] [ ]
Nominees:
ROBERT H. ATWELL, ELIZABETH E. BAILEY,
STUART TSE KONG HO, AND DAVID K. STORRS
TO WITHHOLD YOUR VOTE FROM ANY NOMINEE, MARK THE "VOTE FOR ALL EXCEPT" BOX
ABOVE AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
If you would like to suggest future nominees, please [ ]
check the box at the right and write their names and
affiliations on the back of this ballot
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Approval of Ernst & Young LLP as auditors.
================================================================================
THE BOARD OF TRUSTEES RECOMMENDS A VOTE
AGAINST ITEMS 3 AND 4
FOR AGAINST ABSTAIN
3. Participant proposal 1 regarding the CREF [ ] [ ] [ ]
Social Choice Account screens. (THIS PROPOSAL
APPLIES ONLY TO THE CREF SOCIAL CHOICE
ACCOUNT.)
4. Participant proposal II regarding tobacco-related investments in the CREF
accounts. (THIS PROPOSAL DOES NOT APPLY TO THE CREF SOCIAL CHOICE ACCOUNT.)
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
A) Growth [ ] [ ] [ ] E) Money Market [ ] [ ] [ ]
B) Global Equities [ ] [ ] [ ] F) Bond Market [ ] [ ] [ ]
C) Equity Index [ ] [ ] [ ] G) Inflation- [ ] [ ] [ ]
Linked
D) Stock [ ] [ ] [ ] Bond
================================================================================
When signing as attorney, executor,
administrator, trustee, guardian, or corporate officer,
please indicate your full name and title. Signature_______________ Date _____
- --------------------------------------------------------------------------------
<PAGE>
COLLEGE RETIREMENT EQUITIES FUND
By signing this form, I authorize Edes P. Gilbert, Nancy L. Jacob, and Bevis
Longstreth, 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 TRUSTEE'S
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 10, 1998, at 10:00 a.m. at CREF's home office, 730 Third
Avenue, New York, New York.
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
Boston EquiServe, P.O. Box 9393, Boston, MA 02205-9972. Boston EquiServe has
been engaged to tabulate ballots returned by mail to preseve the confidentiality
of your ballot
SUGGESTIONS FOR FUTURE CREF NOMINEES
Name: __________________________________________________________________________
Institution: ___________________________________________________________________
Name: __________________________________________________________________________
Institution: ___________________________________________________________________
Name: __________________________________________________________________________
Institution: ___________________________________________________________________
<PAGE>
TIAA AND CREF
INTERNET BALLOT SERVICES
TIAA and CREF use Boston EquiServe's Web-based
tabulation system to allow you to securely vote your
ballots over the Web. BOSTON EQUISERVE KEEPS
ALL RESPONSES IN THE STRICTEST CONFIDENCE.
[GRAPIC OMITTED]
[TIAA LOGO] [CREF LOGO]
To cast your TIAA ballot using Boston To vote your CREF proxy using Boston
EquiServe's secure Internet services, EquiServe's secure Internet services,
have your ballot ready and click on the have your ballot ready and click on
button below. the button below.
____________ ____________
TIAA BALLOT CREF Ballot
____________ ____________
================================================================================
Copyright DIRECT REPORT CORPORATION.
All Rights Reserves.
Internet services provided by Shareholder Direct
------------------
<PAGE>
[BOSTON EQUISERVE LOGO]
INTERNET BALLOT SERVICES
- --------------------------------------------------------------------------------
PLEASE ENTER THE 13 DIGIT CONTROL NUMBER LOCATED IN THE UPPER RIGHT-HAND CORNER
OF YOUR BALLOT INSTRUCTIONS AND CLICK ON "SUBMIT."
----------------
CONTROL NUMBER:
----------------
__________
SUBMIT
__________
COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
<PAGE>
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
- --------------------------------------------------------------------------------
COLLEGE RETIREMENT EQUITIES FUND
1998 PROXY SOLICITED BY THE BOARD OF TRUSTEES
You may now mark your CREF ballot.
If you would like to review the CREF proxy statement, CLICK HERE.
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- --------------------------------------------------------------------------------
INSTRUCTIONS
PLEASE NOTE: Based on your account holdings, YOU MAY NOT BE ELIGIBLE TO VOTE ON
ALL PROPOSALS. Those proposals on which you are not eligible to vote will have a
gray background.
Please click on the button below to cast your ballot.
_________
BEGIN
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COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
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[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
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Please vote on proposals 1 through 4 below by clicking on the box that indicates
how you would like your votes cast for each proposal. When you have finished,
click on the "Submit" button at the bottom of the page.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
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1. ELECTION OF TRUSTEES
NOMINEES:
Robert H. Atwell
Elizabeth E. Bailey
Stuart Tse Kong Ho
David K. Storrs
o Vote for All Nominees
o Withhold from All Nominees
o Vote for All Except:
Check the box next to the name of any nominee from whom you would like to
WITHHOLD your vote.
[ ] Robert H. Atwell
[ ] Elizabeth E. Bailey
[ ] Stuart Tse Kong Ho
[ ] David K. Storrs
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2. APPROVAL OF ERNST & YOUNG LLP AS AUDITORS.
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FOR | AGAINST | ABSTAIN
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o | o | o
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THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4
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3. PARTICIPANT PROPOSAL I REGARDING THE CREF SOCIAL CHOICE ACCOUNT SCREENS.
(THIS PROPOSAL APPLIES ONLY TO THE CREF SOCIAL CHOICE ACCOUNT.)
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FOR | AGAINST | ABSTAIN
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o | o | o
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4. PARTICIPANT PROPOSAL II REGARDING TOBACCO-RELATED INVESTMENTS IN THE CREF
ACCOUNTS.
(THIS PROPOSAL DOES NOT APPLY TO THE CREF SOCIAL CHOICE ACCOUNT.)
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| FOR | AGAINST | ABSTAIN
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A) Growth | o | o | o
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B) Global Equities | o | o | o
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C) Equity Index | o | o | o
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D) STOCK | o | o | o
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E) Money Market | o | o | o
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F) Bond Market | o | o | o
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G) Inflation-Linked Bond | o | o | o
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By submitting this ballot, I authorize Edes P. Gilbert, Nancy L. Jacob, and
Bevis Longstreth, 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. The proxies will vote at
their discretion on any new matters that may properly come before the annual
meeting or if a nominee is not available for election.
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SUBMIT REVISE BALLOT
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COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
<PAGE>
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INTERNET BALLOT SERVICES
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PROXY CONFIRMATION
PLEASE REVIEW YOUR VOTING INSTRUCTIONS INDICATED BELOW.
You can either submit your instructions or revise what you have entered.
PROPOSAL 1. Election of trustees
Vote all Nominees
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PROPOSAL 2. Approval of Ernst & Young LLP as auditors.
____________________________________________________________
PROPOSAL 3. Participant proposal I regarding the CREF Social Choice
Account screens.
(THIS PROPOSAL APPLIES ONLY TO THE CREF SOCIAL CHOICE
ACCOUNT.)
____________________________________________________________
PROPOSAL 4. Participant proposal II regarding tobacco-related
investments in the CREF accounts.
(THIS PROPOSAL DOES NOT APPLY TO THE CREF SOCIAL CHOICE
ACCOUNT.)
A) Growth
B) Global Equities
C) Equity Index
D) Stock
E) Money Market
F) Bond Market
G) Inflation-Linked Bond
_____________________________________________________________
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SUBMIT REVISE
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COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
<PAGE>
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
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THANK YOU FOR YOUR PARTICIPATION.
Please fill in any of the following that apply:
1. Please change my address:
My new address is:
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2. Suggestions for future CREF nominees (Please include affiliation):
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3. If you would like to receive an e-mail confirmation of your vote, please
check the box that follows and enter your e-mail address below: [ ]
IF YOU ENTERED NOMINEE SUGGESTIONS AND/OR CHECKED "YES" TO QUESTION 3, PLEASE
ENTER YOUR E-MAIL ADDRESS.
My e-mail address is: ----------------------------
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SUBMIT
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COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
<PAGE>
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
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Thank you for your participation.
If you wish to cast a TIAA ballot or change your CREF vote, please click "Vote
Again." For each proxy submitted, our system will automatically count only your
last vote.
AN E-MAIL CONFIRMATION OF YOUR PREFERENCE HAS BEEN SENT
_____________
VOTE AGAIN
_____________
COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
<PAGE>
CREF PROXY TELEPHONE SCRIPT
TOPIC CODE: 1030
DESCRIPTION: CONTROL NUMBER ENTRY
VOICE ARTIST: MALE
MESSAGE: WELCOME TO THE BOSTON EQUISERVE AND SHAREHOLDER DIRECT
TELEPHONE BALLOTING SYSTEM. PLEASE BE ASSURED THAT
YOUR TELEPHONE-BASED RESPONSE IS STRICTLY CONFIDENTIAL.
(PAUSE) PLEASE USE YOUR TOUCH TONE TELEPHONE KEY PAD
TO ENTER YOUR THIRTEEN-DIGIT CONTROL NUMBER; LOCATED IN
THE UPPER RIGHT-HAND PORTION OF YOUR BALLOT CARD.
TOPIC CODE: 1032
DESCRIPTION: VOTING HAS NOT BEGUN
VOICE ARTIST: FEMALE
MESSAGE: BALLOTING HAS NOT YET BEGUN. PLEASE CHECK YOUR DATES.
TOPIC CODE: 1033
DESCRIPTION: VOTING HAS ENDED
VOICE ARTIST: FEMALE
MESSAGE: BALLOTING HAS ENDED.
TOPIC CODE: 1034
DESCRIPTION: VERIFICATION OF CONTROL NUMBER
VOICE ARTIST: FEMALE
MESSAGE: PLEASE WAIT WHILE WE VERIFY YOUR CONTROL NUMBER
TOPIC CODE: 1025
DESCRIPTION: INVALID SELECTION
VOICE ARTIST: FEMALE
MESSAGE: YOU HAVE ENTERED AN INVALID SELECTION.
PLEASE TRY AGAIN.
TOPIC CODE: 1020
DESCRIPTION: YOU HAVE SELECTED...
VOICE ARTIST: MALE
MESSAGE: YOU HAVE SELECTED...
TOPIC CODE: 9999
DESCRIPTION: CREF
VOICE ARTIST: Female
MESSAGE: CREF...1998 PROXY SOLICITED BY THE BOARD OF TRUSTEES
[pronounce CREF phonetically]
TOPIC CODE: 9997
DESCRIPTION: Company Intro Message...
VOICE ARTIST: Female
MESSAGE: BASED ON YOUR CREF ACCOUNT HOLDINGS, YOU MAY NOT BE
ELIGIBLE TO VOTE ALL PROPOSALS. PLEASE CHECK YOUR
BALLOT TO CONFIRM YOUR VOTING ELIGIBILITY.
<PAGE>
TOPIC CODE: 3001
DESCRIPTION: Trustee Election (Withhold Selectively)
VOICE ARTIST: Male
MESSAGE: YOU WILL NOW VOTE FOR THE TRUSTEES: THE BOARD OF
TRUSTEES RECOMMEND A VOTE FOR EACH OF THE NOMINEES
LISTED ON YOUR BALLOT. TO ACCEPT ALL OF THE NOMINEES,
PRESS 1. TO WITHHOLD YOUR VOTE FROM ALL OF THESE
NOMINEES, PRESS 2. TO VOTE FOR EACH NOMINEE SEPARATELY,
PRESS 3.
TOPIC CODE: 3010
DESCRIPTION: Confirm Vote - Accept All
VOICE ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO ELECT ALL OF THE NOMINEES.
TOPIC CODE: 3020
DESCRIPTION: Confirm Vote - Withhold All
VOICE ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO WITHHOLD YOUR VOTE FROM ALL OF THE
NOMINEES.
TOPIC CODE: 3030
DESCRIPTION: Confirm Vote - Withhold Selectively
VOICE ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO VOTE ON A PER NOMINEE BASIS.
TOPIC CODE: 3160
DESCRIPTION: Please Consider...
VOICE ARTIST: Female
MESSAGE: PLEASE CONSIDER NOMINEE...
TOPIC CODE: 3101
DESCRIPTION: Board of Trustees Nominee #1
VOICE ARTIST: Female
MESSAGE: ROBERT H. ATWELL
TOPIC CODE: 3102
DESCRIPTION: Board of Trustees Nominee #2
VOICE ARTIST: Female
MESSAGE: ELIZABETH E. BAILEY
TOPIC CODE: 3103
DESCRIPTION: Board of Trustees Nominee #3
VOICE ARTIST: Female
MESSAGE: STUART TSE KONG HO
TOPIC CODE: 3104
DESCRIPTION: Board of Trustees Nominee #4
VOICE ARTIST: Female
MESSAGE: DAVID K. STORRS
TOPIC CODE: 3170
DESCRIPTION: Accept or Withhold Menu
VOICE ARTIST: Male
MESSAGE: TO VOTE FOR THIS NOMINEE AS A TRUSTEE, PRESS 1. TO
WITHHOLD YOUR VOTE FROM THIS NOMINEE, PRESS 2.
<PAGE>
TOPIC CODE: 3171
DESCRIPTION: Confirm Vote - Accept
VOIce ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO VOTE FOR...
TOPIC CODE: 3172
DESCRIPTION: Confirm Vote - Withhold
VOICE ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO WITHHOLD YOUR VOTE FROM...
TOPIC CODE: 4001
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 2: APPROVAL OF ERNST & YOUNG LLP AS AUDITORS.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THIS
PROPOSAL.
TOPIC CODE: 4002
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 3: PARTICIPANT PROPOSAL I REGARDING THE CREF
SOCIAL CHOICE ACCOUNT SCREENS.
TOPIC CODE: 4003
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 4A: PARTICIPANT PROPOSAL II REGARDING TOBACCO-
RELATED INVESTMENTS IN THE CREF GROWTH ACCOUNT.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
TOPIC CODE: 4004
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 4B: PARTICIPANT PROPOSAL II REGARDING TOBACCO-
RELATED INVESTMENTS IN THE CREF GLOBAL EQUITIES ACCOUNT.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
TOPIC CODE: 4005
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 4C: PARTICIPANT PROPOSAL II REGARDING TOBACCO-
RELATED INVESTMENTS IN THE CREF EQUITY INDEX ACCOUNT.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
TOPIC CODE: 4006
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 4D: PARTICIPANT PROPOSAL II REGARDING TOBACCO-
RELATED INVESTMENTS IN THE CREF STOCK ACCOUNT.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
<PAGE>
TOPIC CODE: 4007
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 4E: PARTICIPANT PROPOSAL II REGARDING TOBACCO-
RELATED INVESTMENTS IN THE CREF MONEY MARKET ACCOUNT.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
TOPIC CODE: 4008
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 4F: PARTICIPANT PROPOSAL II REGARDING TOBACCO-
RELATED INVESTMENTS IN THE CREF BOND MARKET ACCOUNT.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
TOPIC CODE: 4009
DESCRIPTION: Voting Issues
VOIce ARTIST: Male
MESSAGE: PROPOSAL 4G: PARTICIPANT PROPOSAL II REGARDING TOBACCO-
RELATED INVESTMENTS IN THE CREF INFLATION-LINKED BOND
ACCOUNT.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
TOPIC CODE: 4043
DESCRIPTION: Voting Issues Menu (Without the Terminate Option)
VOICE ARTIST: Male
MESSAGE: TO VOTE FOR, PRESS 1. TO VOTE AGAINST, PRESS 2. TO
ABSTAIN, PRESS 3.
TOPIC CODE: 4051
DESCRIPTION: Confirm Vote - For
VOICE ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO VOTE FOR THIS PROPOSAL.
TOPIC CODE: 4052
DESCRIPTION: Confirm Vote - Against
VOICE ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO VOTE AGAINST THIS PROPOSAL.
TOPIC CODE: 4053
DESCRIPTION: Confirm Vote - Abstain
VOICE ARTIST: Female
MESSAGE: YOU HAVE CHOSEN TO ABSTAIN FROM VOTING ON THIS
PROPOSAL.
TOPIC CODE: 1590
DESCRIPTION: IF THIS IS CORRECT...
VOICE ARTIST: MALE
MESSAGE: IF THIS IS CORRECT, PRESS 1. IF THIS IS NOT CORRECT,
PRESS 2.
TOPIC CODE: 9998
DESCRIPTION: If you plan to attend...or other "ending" message...
VOICE ARTIST: Female
MESSAGE: [EMPTY...]
TOPIC CODE: 1036
DESCRIPTION: Additional Proxy Vote
VOICE ARTIST: Male
MESSAGE: IF YOU HAVE AN ADDITIONAL BALLOT YOU WOULD LIKE TO
VOTE, PRESS 1. TO TERMINATE THIS CALL, PRESS 2; OR
SIMPLY HANG UP..
TOPIC CODE: 1600
DESCRIPTION: Thank You. And Good-bye.
VOICE ARTIST: Female
MESSAGE: THANK-YOU FOR PARTICIPATING. GOOD BYE.
