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)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[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
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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
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previously. Identify the previous filing by registration statement number,
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[CREF LOGO] COLLEGE RETIREMENT EQUITIES FUND
730 Third Avenue
New York, New York 10017-3206
NOTICE OF ANNUAL MEETING -- NOVEMBER 14, 2000
The College Retirement Equities Fund (CREF) will hold its annual meeting of
participants at 730 Third Avenue, New York, New York, on November 14, 2000, at
10:00 a.m. The meeting agenda is:
1. To elect four trustees to serve for the next four years and until
their successors are elected and qualified;
2. To approve the selection of Ernst & Young LLP as the independent
auditors for CREF for the fiscal year ending December 31, 2000;
3. To vote on the participant proposals presented in the proxy statement;
and
4. To address any other business that may properly come before the
meeting.
The Board of Trustees has set September 30, 2000, 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, 2000.
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 1 800 842-2776 TO OBTAIN AN
ADMISSION PASS.
OCTOBER 12, 2000
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COLLEGE RETIREMENT EQUITIES FUND
PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD ON NOVEMBER 14, 2000
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 14, 2000, at 10:00 a.m. at 730 Third Avenue, New York,
New York. This proxy statement was mailed to participants starting on or about
October 12, 2000.
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 four nominees for trustee
and FOR approval of Ernst & Young LLP as independent auditors for CREF for the
fiscal year ending December 31, 2000, 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.
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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 SOCIAL CHOICE
ALL ACCOUNTS CHOICE ACCOUNT ACCOUNT 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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Participant Proposal III X
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Each person having voting rights on September 30, 2000, may vote at the meeting.
On September 20, 2000, there were 177,650,261,603.51 total votes eligible to be
cast, broken down as follows:
Stock Account - 131,211,438,086.63 votes
Social Choice Account - 4,273,135,608.76 votes
Money Market Account - 6,655,067,226.43 votes
Global Equities Account - 9,304,721,524.41 votes
Bond Market Account - 2,884,366,703.19 votes
Growth Account - 17,714,030,330.00 votes
Inflation-Linked Bond Account - 316,105,598.55 votes
Equity Index Account - 5,291,396,525.54 votes
The number of votes you have is equal to the dollar value of your accumulation
in each CREF account on September 30, 2000. If you are receiving annuity
payments, the number of votes you have is equal to the dollar amount held on
September 30, 2000 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, the appointment of the
independent auditors, 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 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, you
will be electing four trustees to serve for four years and until their
successors are elected and qualified. Three of the nominees currently serve on
CREF's Board of Trustees and have been renominated to serve for another term. An
additional nominee currently serves on TIAA's Board of Trustees and his term on
that board will be expiring soon after this election.
Below is information about the nominees and continuing trustees. Note that in
addition to the information listed, each of the CREF trustees currently serving
also serves on the board of trustees of TIAA-CREF Mutual Funds and TIAA-CREF
Institutional Mutual Funds.
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NOMINEES FOR TRUSTEES
[PHOTO OF JOHN H. BIGGS,* 64, is chairman, president, and chief
JOHN H. BIGGS] executive officer of CREF and TIAA. Mr. Biggs also
serves as a trustee of TIAA, TIAA-CREF Investment
Trustee since 1983 Management, LLC (Investment Management) and TIAA-CREF
Individual & Institutional Services, Inc. (Services),
and is a director of Teachers Personal Investors
Services, Inc. (TPIS), Teachers Advisors, Inc.
(Advisors) and TIAA-CREF Trust Company, FSB. Mr. Biggs
is a director of The Boeing Company, Ralston Purina
Company, the National Bureau of Economic Research, and
United Way of New York City. He is a trustee of the
Church Pension Fund (Episcopal), The Danforth
Foundation, the Financial Accounting Foundation, the
International Accounting Standards Committee, 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.
[PHOTO OF MARTIN J. GRUBER, 63, has been Nomura Professor of
MARTIN J. GRUBER] Finance at the New York University Stern School of
Business since 1987 and served as chairman of its
Department of Finance from 1989 to September 1997. Dr.
Gruber has served as a trustee of TIAA since 1996. 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 S.G. Cowen family of
Funds, Japan Equity Fund Inc., Singapore Equity Fund,
Inc., and the Thai Equity Fund, Inc. 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.
[PHOTO OF MARJORIE FINE KNOWLES, 61, is a professor of law at
MARJORIE FINE KNOWLES] Georgia State University College of Law, where she also
served as dean until 1991. Formerly, she was a professor
Trustee since 1983 of law at the University of Alabama College of Law. Ms.
Knowles is a director of the Center for Working Captial
and on the board of advisors for the International
Center for Corporate Governance and Accountability. She
is also a consultant for the Ford Foundation. She
received her A.B. from Smith College and her LL.B. from
Harvard Law School.
[PHOTO OF ROBERT W. VISHNY, 41, is the Eric J. Gleacher
ROBERT W. VISHNY] Distinguished Service Professor of Finance at the
University of Chicago Graduate School of Business where
Trustee since 1996 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 Economic Research. Dr.
Vishny received an A.B. from The University of Michigan
and a Ph.D. from the Massachusetts Institute of
Technology.
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.
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* 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
[PHOTO OF ROBERT H. ATWELL, 69, has been president emeritus of the
ROBERT H. ATWELL] American Council on Education and a senior consultant
for A.T. Kearney since November 1996. Formerly, he was
Trustee since 1989 president of the American Council on Education and
Pitzer College. Mr. Atwell is a trustee emeritus of St.
Norbert College, a trustee of Eckerd College, and a
director of Education Management Corp. and Collegis,
Inc. Mr. Atwell received a B.A. from the College of
Wooster and an M.A. from the University of Minnesota.
His current term as trustee expires in 2002.
[PHOTO OF ELIZABETH E. BAILEY, 61, is the John C. Hower Professor
ELIZABETH E. BAILEY] of Public Policy and Management at The Wharton School of
the University of Pennsylvania. Dr. Bailey is a director
Trustee since 1986 of CSX Corporation and Philip Morris Companies Inc. She
is also a trustee of the National Bureau of Economic
Research, the Brookings Institution, and Bancroft
NeuroHealth. She received an A.B. from Radcliffe
College, an M.S. from Stevens Institute of Technology,
and a Ph.D. from Princeton University. Her current term
as trustee expires in 2002.
[PHOTO OF JOYCE A. FECSKE, 53, is vice president emerita at DePaul
JOYCE A. FECSKE] University. Until February 1994, she was vice president
for human resources at DePaul University. She received a
Trustee since 1993 B.A. and an M.A. from DePaul University. Her current
term as trustee expires in 2001.
[PHOTO OF EDES P. GILBERT, 68, is acting president of Independent
EDES P. GILBERT] Education Services. Previously, she was head of The
Spence School and headmistress of the Mary Institute.
Trustee since 1989 Ms. Gilbert serves as president of the board of trustees
of Lesley College and as a trustee of Friends Seminary.
After receiving a B.A. from Vassar College, Ms. Gilbert
received an M.Ed. from Lesley College, Graduate School
of Education. Her current term as trustee expires in
2001.
[PHOTO OF NANCY L. JACOB, 57, is president and managing principal
NANCY L. JACOB] of Windermere Investment Associates. She was previously
chairman and chief executive officer of CTC Consulting,
Trustee since 1979 Inc. and executive vice president, U.S. Trust of the
Pacific Northwest. Dr. Jacob received a B.A. from the
University of Washington and a Ph.D. from the University
of California, Irvine. Her current term as trustee
expires in 2003.
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CONTINUING TRUSTEES continued
[PHOTO OF MARTIN L. LEIBOWITZ,* 64, has been vice chairman and
MARTIN L. LEIBOWITZ] chief investment officer of CREF and TIAA since November
1995. He was executive vice president, Investments, CREF
Trustee since 1995 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 and Investment
Management, and a director of 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 and the
Research Foundation of the Institute of Chartered
Financial Analysts. 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 and the University of Chicago. 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 current term as
trustee expires in 2003.
[PHOTO OF BEVIS LONGSTRETH,* 66, has been of counsel at the law
BEVIS LONGSTRETH] firm of Debevoise & Plimpton since 1998. Formerly, he
was a partner of the same firm. He was an adjunct
Trustee since 1996 professor at Columbia University School of Law from 1994
to 1999. Mr. Longstreth is a member of the board of
directors of AMVESCAP, PLC. He is also chairman of the
finance committee of the Rockefeller Family Fund, and
chairman of the investment committee of the Nathan
Cummings Foundation. He is a trustee of the New School
University and chairman of the board of Symphony Space,
Inc. Mr. Longstreth received a B.S.E. from Princeton
University and a J.D. from Harvard University. His
current term as trustee expires in 2003.
[PHOTO OF STEPHEN A. ROSS, 56, has been the Franco Modigliani
STEPHEN A. ROSS] Professor of Finance and Economics at the Sloan School
of Management at the Massachusetts Institute of
Trustee since 1981 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, and a trustee of the California Institute
of Technology. He received a B.S. from the California
Institute of Technology and a Ph.D. from Harvard
University. His current term as trustee expires in 2001.
[PHOTO OF EUGENE C. SIT, 62, is chairman, chief executive officer,
EUGENE C. SIT] and chief investment officer of Sit Investment
Associates, Inc. and Sit/Kim International Investment
Trustee since 1991 Associates, Inc. Both are investment management firms.
He also serves as chairman and director of registered
investment companies managed by Sit Investment
Associates, Inc. Mr. Sit currently serves as a trustee
of Carleton College, the Minnesota Historical Society,
the Minneapolis Institute of Arts, and the Minnesota
Orchestral Association. He received a B.S.C. from DePaul
University, and is both a Chartered Financial Analyst
and Certified Public Accountant. His current term as
trustee expires in 2003.
* See footnote on page 3
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CONTINUING TRUSTEES continued
[PHOTO OF MACEO K. SLOAN, 50, has been the chairman and chief
MACEO K. SLOAN] executive officer of Sloan Financial Group, Inc. and NCM
Capital Management Group, Inc., since 1991. Mr. Sloan is
Trustee since 1991 a director of SCANA Corporation, Mechanics and Farmers
Bancorp, Inc., the Calvert New World Fund, and Netdirect
Corporation. 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.
[PHOTO OF DAVID K. STORRS, 56, has been president and chief
DAVID K. STORRS] executive officer of Alternative Investment Group,
L.L.C., an investment management firm, since August
Trustee since 1994 1996. From January 1996 to October 1996, he was adviser
to the president, The Common Fund, a collective
investment vehicle for college and university
endowments. He had been president and chief executive
officer of The Common Fund since January 1993. He is
also a director of thirteen money market funds sponsored
by Alliance Capital Management. He received a B.A. from
Yale University and an M.B.A. from Harvard University
Graduate School of Business Administration. His current
term as trustee expires in 2002.
ROBERT M. LOVELL, JR., 70, is also a current trustee wh will be retiring from
the Board shortly following the CREF Annual Meeting. He is a founding partner of
First Quadrant L.P., an investment management firm. Previously, he was chairman
and chief executive officer of First Quadrant Corp., its predecessor.
As of September 20, 2000: (1) none of the trustees owned as much as 1% of the
outstanding voting securities of any CREF account; and (2) trustees and
officers, as a group, did not own more than 1% of the outstanding voting
securities of any account.
COMMITTEES
Every year the board appoints certain committees with specific responsibilities
for aspects of CREF's operations. Included among 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 or others. The
Audit Committee has adopted a formal written charter which is available
upon request. During 1999, the Audit Committee held six meetings. The
current members of the Audit Committee are Dr. Jacob (chair), Mr. Lovell,
Mr. Sloan, and Dr. Vishny.
(2) A Finance Committee, which oversees the management of CREF investments
subject to appropriate oversight by the full board. During 1999, the
Finance Committee held four meetings. The current members of the Finance
Committee are Mr. Biggs (chair), Dr. Jacob, Ms. Knowles, Mr. Leibowitz,
Mr. Longstreth, Mr. Lovell, Dr. Ross, Mr. Sit, Mr. Sloan, Mr. Storrs, and
Dr. Vishny.
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(3) A Corporate Governance and Social Responsibility Committee, consisting
solely of trustees who are not officers of CREF, which addresses all
corporate social responsibility and corporate governance issues including
the voting of CREF shares and the initiation of appropriate shareholder
resolutions. During 1999, the committee held five meetings. The current
members of the Corporate Governance and Social Responsibility Committee
are Mr. Atwell (chair), Dr. Bailey, Ms. Gilbert, Ms. Knowles, 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 1999, the committee held five meetings. The current members
of the Executive Committee are Mr. Biggs (chair), Mr. Atwell, Dr. Bailey,
Ms. Fecske, Mr. Leibowitz, Mr. Longstreth, and Mr. Sit.
(5) 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 candidates for election
as trustees. During 1999, the committee held seven meetings. The current
members of the Nominating and Personnel Committee are Ms. Gilbert (chair),
Mr. Atwell, Dr. Bailey, Ms. Fecske, Dr. Ross, and Mr. Sit.
The Nominating and Personnel Committee will consider potential nominees for
trustees recommended by participants. Any participant who wants to recommend a
future candidate should write the name of the individual in the 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 three meetings of the Board of Trustees during 1999. All trustees
attended at least 75% of the meetings of the Board of Trustees and board
committees on which they served.
TRUSTEE COMPENSATION
The following table shows compensation information for the trustees who are not
officers of CREF (non-officer trustees) for the year ended December 31, 1999.
The TIAA-CREF fund complex referred to in the last column consists of six
investment companies: CREF, TIAA Separate Account VA-1, TIAA-CREF Life Separate
Account VA-1, TIAA-CREF Life Funds, TIAA-CREF Mutual Funds, and TIAA-CREF
Institutional Mutual Funds.
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LONG-TERM PERFORMANCE TOTAL
AGGREGATE DEFERRED COMPENSATION COMPENSATION
COMPENSATION ACCRUED AS PART OF FROM TIAA-CREF
NAME FROM CREF CREF EXPENSES FUND COMPLEX
================================================================================
Robert H. Atwell $54,483.87 $12,379.94 $56,500.00
--------------------------------------------------------------------------------
Elizabeth E. Bailey $57,463.93 $12,379.94 $59,500.00
--------------------------------------------------------------------------------
Gary P. Brinson(1) $ 7,696.86 $ 3,113.93 $ 7,750.00
--------------------------------------------------------------------------------
Joyce A. Fecske $48,533.69 $12,379.94 $50,500.00
--------------------------------------------------------------------------------
Edes P. Gilbert $61,918.95 $12,379.94 $64,000.00
--------------------------------------------------------------------------------
Stuart Tse Kong Ho $39,614.60 $12,379.94 $41,500.00
--------------------------------------------------------------------------------
Nancy L. Jacob $45,564.96 $12,379.94 $47,500.00
--------------------------------------------------------------------------------
Marjorie Fine Knowles(2) $44,086.47 $12,379.94 $44,500.00
--------------------------------------------------------------------------------
Jay O. Light(1) $32,197.14 $12,379.94 $34,000.00
--------------------------------------------------------------------------------
Bevis Longstreth $45,568.33 $12,379.94 $46,000.00
--------------------------------------------------------------------------------
Robert M. Lovell, Jr.(2) $42,593.96 $12,379.94 $47,500.00
--------------------------------------------------------------------------------
Stephen A. Ross(2) $44,088.33 $12,379.94 $44,500.00
--------------------------------------------------------------------------------
Eugene C. Sit $52,996.65 $12,379.94 $55,000.00
--------------------------------------------------------------------------------
Maceo K. Sloan $44,080.04 $12,379.94 $46,000.00
--------------------------------------------------------------------------------
David K. Storrs $44,079.88 $12,379.94 $46,000.00
--------------------------------------------------------------------------------
Robert W. Vishny $48,531.37 $12,379.94 $50,500.00
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(1) Messrs. Brinson and Light separated from the Board effective January 31,
1999 and November 1, 1999, respectively.
(2) This trustee elected to defer payment of his/her compensation. A portion
of the compensation was deferred under a voluntary deferred compensation
plan for non-officer trustees which was closed to future participation in
1986 and terminated as to future contributions as of June 30, 1998, and a
portion was deferred under a new plan which went into effect on July 1,
1998.
CREF's long-term performance deferred compensation plan for non-employee
trustees is an unfunded plan, to which annual contributions equal to half the
amount of the basic annual trustee stipend are allocated to notional CREF and
TIAA accounts chosen by the individual trustee. Benefits will normally be paid
in a lump sum after the trustee leaves the board. Under a separate voluntary
deferred compensation plan, which went into effect on July 1, 1998, 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.
II. APPROVING THE SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP (Ernst & Young) served as independent auditors to CREF for the
fiscal year ended December 31, 1999. At a meeting held on May 17, 2000, 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, 2000, subject to participant approval. Ernst & Young
performs independent audits of CREF's financial statements. To maintain auditor
independence and avoid even the appearance of
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conflicts of interest, CREF, as a policy, does not engage Ernst & Young for
management advisory or consulting services. Representatives of Ernst & Young
will be present at the annual meeting to respond to questions.
III. ADDITIONAL INFORMATION
EXECUTIVE OFFICERS
Below is information about each CREF executive officer. 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. Note that in addition to the information listed below, all
CREF executive vice presidents also serve in that same capacity for TIAA-CREF
Mutual Funds and TIAA-CREF Institutional Mutual Funds, unless otherwise noted.
RICHARD J. ADAMSKI, 58, 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, TIAA-CREF
Institutional Mutual Funds (Institutional Funds), TIAA Separate Account VA-1
(VA-1), TIAA-CREF Life Funds (Life Funds), TIAA-CREF Life Insurance Company
(TIAA-CREF Life), and TIAA-CREF Tuition Financing, Inc. (Tuition Financing).
C. VICTORIA APTER, 57, executive vice president, CREF and TIAA, since January
2000; prior to that, vice president, Retirement Services, CREF and TIAA.
SCOTT C. EVANS, 41, 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.
Mr. Evans is executive vice president of Investment Management, Advisors, VA-1,
and the Life Funds. Mr. Evans is also a director of TIAA-CREF Life.
MARTIN E. GALT, III, 58, executive vice president and president, TIAA-CREF
Investment Products, CREF and TIAA, since February 2000. From February 1997 to
January 2000, Mr. Galt was executive vice president and president, Institutional
Investments, of Bank of America (formerly, NationsBank) and principal investment
officer of NationsBank. Prior to that, he was president, Boatman's Trust
Company. Mr. Galt is currently president of VA-1 and the Life Funds, a director
and executive vice president of TIAA-CREF Life, and a director of TIAA-CREF
Trust Company, FSB.
RICHARD L. GIBBS, 53, executive vice president, CREF and TIAA, since March 1993.
Mr. Gibbs is also executive vice president of Investment Management, Advisors,
and Tuition Financing, executive vice president and chief financial officer of
VA-1, the Life Funds, and TIAA-CREF Life, and a director of TIAA-CREF Life and
Tuition Financing.
DON W. HARRELL, 62, executive vice president, CREF and TIAA, since March 1992.
Mr. Harrell is a director of TIAA-CREF Life.
IRA J. HOCH, 50, executive vice president, CREF and TIAA, since March 2000;
prior to that, vice president, Retirement Services, CREF and TIAA.
MATINA S. HORNER, 61, executive vice president, CREF and TIAA, since December
1989. She was 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. She also serves as a director of TIAA-CREF Life, NSTAR
(formerly Boston Edison Company), the Greenwall Foundation, and The Neiman
Marcus Group, and as a trustee of the Massachusetts General Hospital, the
Century Foundation, and the Women's Research & Education Institute.
E. LAVERNE JONES, 51, vice president and corporate secretary, CREF and TIAA,
since August 1998; prior to that, senior counsel. She is also vice president and
corporate secretary of TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual
Funds.
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HARRY I. KLARISTENFELD, 50, executive vice president and chief actuary, CREF and
TIAA, since March 2000; prior to that, vice president and chief actuary,
Retirement Services, CREF and TIAA. Mr. Klaristenfeld is also executive vice
president and chief actuary of Services. He serves on the boards of Yeshiva
Tiferes Yisroel and the National Society of Hebrew Day Schools.
JOHN J. MCCORMACK, 56, executive vice president and group president, TIAA-CREF
Enterprises, CREF and TIAA, since November 1999; prior to that, executive vice
president and president, TIAA-CREF Enterprises, CREF and TIAA. Mr. McCormack is
a director, chairman, president and chief executive officer of TIAA-CREF Life,
director and president of TPIS and Tuition Financing, a director of the
TIAA-CREF Trust Company, FSB, chairman of the management committee of VA-1, and
chairman of the board of the Life Funds. He is on the boards of St. Bonaventure
University, the Employee Benefit Research Institute, and the Investment Company
Institute.
FRANCES NOLAN, 43, executive vice president, CREF and TIAA, since January 2000;
prior to that, vice president, Retirement Services, CREF and TIAA.
DEANNE J. SHALLCROSS, 51, 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 Services, VA-1 and the Life Funds. She is on
the board of the Marketing Science Institute.
DAVID A. SHUNK, 53, 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 and chief executive officer of Services
and a director of TIAA-CREF Trust Company, FSB.
JOHN A. SOMERS, 56, 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 the Life Funds, Investment
Management, VA-1, and Advisors and a director of TIAA-CREF Life. He is on the
boards of the Guardian Life Insurance Company of America, the Emigrant Savings
Bank, and the Community Preservation Corporation.
CHARLES H. STAMM, 61, 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, Tuition
Financing, and TIAA-CREF Life and as executive vice president and general
counsel of VA-1, the Life Funds, and Tuition Financing.
MARY ANN WERNER, 55, executive vice president and president, TIAA Shared
Services, CREF and TIAA, since January 2000 and executive vice president, CREF
and TIAA, since June 1998; prior to that, vice president, CREF and TIAA. She is
also executive vice president of VA-1 and Services, and a director and executive
vice president of TIAA-CREF Life. She is on the board of the Regional Plan
Association.
JAMES A. WOLF, 55, executive vice president and president, TIAA Retirement
Services, CREF and TIAA, since January 2000 and executive vice president, CREF
and TIAA, since June 1998; prior to that, vice president, Corporate MIS, CREF
and TIAA. He is a trustee of Services.
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 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
All CREF participants can vote on the first participant proposal. Votes will not
be tallied separately for each CREF account.
David I. Caplan, 41 Madison Avenue, Apt. 9B, Madison, New Jersey 07940, owning
172.654 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.
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 prohibit CREF
from investing in companies that publicly support gun control. Regardless of the
social cause advocated, CREF's management has consistently taken the position
that, except for the screens in the Social Choice Account, we will not impose
subjective social standards on CREF's investment program. We could not run an
effective investment program that gives financial concerns the highest priority
if we sought to accommodate the diverse social agendas of each of our more than
two million participants. This proposal, which advocates a position which is
likely to be controversial among our many participants, underscores the merit of
this long-held position.
For this reason, the board 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. Douglas C. Kelley, 910 Sunset Road, Ann Arbor, Michigan 48103, owning 7.691
annuity units in the CREF Stock Account, Dr. Eugene Feingold, 352 Hilldale
Drive, Ann Arbor, Michigan 48105, owning 7,094.725 accumulation units in the
CREF Stock Account, 9,651.410 accumulation units in the CREF Bond Market Account
and 2,702.937 accumulation units in the CREF Global Equities Account, Thomas F.
Hogan, M.D., 429 Civitan Street, Morgantown, West Virginia 26505, owning
8,078.925 accumulation units of the CREF Money Market Account, and C. Everett
Koop, M.D., 3 Ivy Pointe Way, Hanover, New Hampshire 03755, 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
Despite the sharp decline in value of CREF's tobacco stocks, CREF persists in
supporting the most lethal consumer products in America, with educators'
prestige and credibility and with over $668 million of educators' retirement
savings, invested in 17 tobacco corporations (71% of it in over 20 million
shares of Philip Morris).
In a carefully reasoned report an Advisory Committee on Tobacco Investments
appointed by the University of Michigan's President has unanimously recommended
total UM tobacco divestment. These are excerpts from the committee's report:
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"Tobacco companies make a product that is unique in its capacity to cause death
in its intended use...Tobacco use kills more people in this country each year
than alcohol, illicit drugs, automobile accidents, violent crime, and AIDS
combined...It is also estimated that, globally, smoking will cause 150 million
deaths in the first quarter and another 300 million in the second quarter of the
new century."
"Not only is tobacco by far the deadliest product on earth, according to the
current overwhelming scientific consensus, it is...also one of the most
addictive...Only 10 percent of...would be quitters...achieve success."
"Most nicotine addiction, and thus most long-term smoking, begins when smokers
are teenagers, at an age when they are least likely to understand the full,
long-term implications of their decision to start...`The net effect of this is
that among children living in America today, five million will die an early,
preventable death because of a decision made as a child.' "
"There is also substantial evidence that tobacco companies have, for many years,
focused their marketing efforts on children and have explicitly tried to get
children hooked on smoking..."
" 'Today's teenager is tomorrow's potential regular customer, and the
overwhelming majority of smokers first begin while still in their teens...The
smoking patterns of teenagers are particularly important to Philip Morris' -
From a 1981 Philip Morris internal document."
"The brazen dishonesty of the tobacco industry for so many years about a matter
of such enormous public health significance is...unquestionably antithetical to
the core missions of the University. The industry's ... efforts actively to hide
its own damning tobacco and disease...its persistent public denials of any link
between tobacco and disease...and its cynical and hypocritical attempt for years
to cloak itself with the mantle of scientific legitimacy combine to constitute
the most blatant and deplorable contradiction of academic values by a single
business or industry..." [End of excerpts from the University of Michigan
report.]
The Philip Morris director on the CREF board chairs CREF's Audit Committee and
is a senior member of CREF's Nominating and Personnel Committee. We urge
participants to vote for this proposal to replace CREF's tobacco stocks with
other, more promising, non-lethal investments.
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 individual choice to
decide whether or not to invest in an account that may include tobacco stocks.
This decision should not be made by the Board of Trustees or even by a vote of
other participants.
The CREF accounts represent the pension contributions of over 2 million
individual participants. The trustees acknowledge that tobacco divestiture and
other issues relating to socially responsible investing touch upon deeply held
personal beliefs shared by many of these 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. With net assets of $4.2 billion as of June 30, 2000, the Social
Choice Account is the largest social investment fund in the United States.
If we eliminated the stocks of the entire tobacco industry from each of the
other CREF accounts, we would increase the chances that investment performance
will vary considerably from an account's benchmark index in any given year.
Tobacco stocks remain a small but important part of the benchmark indexes of the
other CREF accounts. They currently comprise, for example, approximately .54% of
the Russell 3000 Index and .53% of the Morgan Stanley Capital International
World Index. Moreover, experience has shown that tobacco stocks can perform well
even in times of uncertainty about tobacco litigation and legislation. We
believe it is in participants' best financial interests to provide CREF's
investment professionals with the broadest possible discretion to maintain the
diversification and potential investment opportunities that have contributed to
CREF's strong investment results over the years.
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<PAGE>
The trustees have long refused to impose subjective social standards on CREF's
investment program. Moreover, we believe the proposal would eliminate an
important personal choice that participants are now free to make. For these
reasons, the board recommends a vote against the proposal.
PARTICIPANT PROPOSAL III
Because the third participant proposal concerns CREF's Social Choice Account,
only participants in CREF's Social Choice Account can vote on it.
Daniel J. Beideck, 409 W. Price Street, Philadelphia, Pennsylvania 19144, owning
291.507 accumulation units in the CREF Social Choice Account, has given notice
that he intends to present the following resolution at the annual meeting:
The CREF Social Choice Account should be split into a Social Choice Stock
Account and a Social Choice Bond Account. Existing shareholders would be
given adequate notice prior to the split in order to choose the allocation
between the two funds which will best meet their investment goals.
PARTICIPANTS' SUPPORTING STATEMENT
The Social Choice Account is a balanced account with a split between stocks and
bonds of roughly 60/40. This split is selected by TIAA-CREF as an appropriate
mix for long-term retirement portfolios. This may indeed be the case for many
participants. However, this is not the case for everyone. The appropriate mix
for someone a year away from retirement is not in general the same as someone
who is 30 years away from retiring. One's investments outside of TIAA-CREF may
also influence what mix of stocks and bonds inside of TIAA-CREF might be
appropriate. Socially responsible investors should be offered an option just
like other CREF investors are given options.
The Social Investment Forum has reported that social responsible investing (SRI)
is up nearly 82% from two years ago and responsibly managed assets have grown at
double the rate of conventional investments. It is not unreasonable to believe
that offering more SRI choices will bring in additional investments. Indeed, a
number of participant proposals for non-SRI funds in the past couple of years
have essentially asked for social screens for those accounts. There are
undoubtedly numerous investors in those funds, or another companies funds,
because a balanced fund does not meet their investment objectives despite a
desire for SRI.
Last year participant proposal IV was for a separate SRI stock fund to be
created. The Board of Trustees opposed the proposal in part because "adding any
new account involves significant allocation of personnel and resources to handle
investment, management, administration, systems, consumer education, and
marketing." Yet, TIAA-CREF has had the resources to add multiple other
investment options during the past year. The Social Choice Account has over $4
billion in assets, which, as pointed out by TIAA-CREF numerous times, makes it
"three times the size of the next largest socially screened fund." Dividing the
fund in two clearly is not going to stretch resources too thin. In fact,
TIAA-CREF may end up with bragging rights of having the largest 2 socially
screened funds! But as the board of trustees has said, the expenditures required
to start a new fund is justified only when they "best serve the long-term needs
of our participants." Agreed. Now is the time to invest in the long-term needs
of its SRI participants.
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.
Management does not believe that splitting the current CREF Social Choice
Account into a Social Choice Stock Account and a Social Choice Bond Account is
the best use of CREF's resources.
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<PAGE>
The CREF Social Choice Account option was designed to meet the objectives of
participants wanting to invest their retirement funds consistent with social
criteria. We structured it as a balanced account, with a mix of stocks, bonds
and money market instruments, to allow CREF participants to invest all of their
long-term retirement savings in a socially-conscious manner and still be
appropriately diversified. The Account has proved enormously successful and is
currently the largest social investment fund in the world.
The Social Choice Account's success is a result of our dedication to providing
one low-cost, well-designed social choice option for the retirement needs of the
broadest cross-section of participants. While we understand that some
socially-conscious investors may want additional choices, we've been able to
keep our costs low and minimize potential investor confusion by avoiding a
proliferation of accounts with similar objectives. We've chosen to devote our
resources to providing a limited menu of quality investment options to serve the
greatest number of participants.
Participants also should be aware that separating the equity and bond components
of the existing Social Choice Account would not be simple or inexpensive.
Separating the assets of the Account would require a special vote to obtain
approval by a majority of the outstanding interests in the Account. The higher
voting and quorum thresholds needed for such a fundamental change would require
an aggressive proxy campaign and the use of proxy solicitors, the costs of which
ultimately would be borne by CREF participants. Also, transferring assets from
one account to set up another is replete with legal hurdles, possibly requiring
exemptive relief from the Securities and Exchange Commission and approvals from
state insurance departments.
Because of these hurdles and expense considerations, some might suggest that we
instead add a new social choice equity account. However, as we pointed out in
last year's proxy statement, this approach would also be expensive and divert
company resources from other necessary projects. More importantly, when put to a
vote last year, a proposal to add a social choice equity account received only
14% of the participant vote at the annual meeting - far from a clear participant
mandate to add this new account option.
For these reasons, 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 2001 annual meeting must be received by CREF no later
than June 14, 2001. Unless CREF is notified by August 28, 2001 of other matters
that may be properly brought before the 2001 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 at 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.
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<PAGE>
CREF's 2000 Proxy Telephone Script Template
PROXY CONTROL NUMBER VERFIY
o GREETING - WELCOME TO THE ELECTRONIC VOTING SYSTEM. PLEASE HAVE YOUR PROXY
CARD OR VOTING INSTRUCTION SHEET OR BALLOT AVAILABLE BEFORE VOTING. (Not
customizable)
o CONTROL NUMBER - ENTER THE VOTER CONTROL NUMBER AS IT APPEARS ON THE CARD
FOLLOWED BY THE POUND SIGN. (Not customizable)
o HOLD - ONE MOMENT PLEASE WHILE WE VERIFY YOUR INFORMATION. (Not
customizable)
o 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)
o INVALID ENTRY OF CONTROL NUMBERS MESSAGE - WE ARE UNABLE TO AUTHENTICATE THE
INFORMATION THAT YOU ENTERED. (Not customizable)
o 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 2000 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.
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<PAGE>
CREF's 2000 Proxy Telephone Script Template
ANNOUNCEMENT MESSAGE (999XXNNN) - You will now vote for the Trustees Nominees.
The Board of Trustees recommend 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) - You will now vote on the approval of Ernst &
Young LLP as auditors. The Board of Trustees recommends a vote FOR this
proposal.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 2, APPROVAL OF AUDITORS]. To vote
for, press 1; against, press 2; abstain press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 1 relating to companies
supporting gun control. Participants in all accounts are eligible to vote on
Participant Proposal 1. The Board of Trustees recommends a vote AGAINST this
proposal.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 3, PARTICIPANT PROPOSAL 1]. To
vote for, press 1; against, press 2; abstain press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participants in all accounts except the CREF
{Pronounced as CREF phonetically} Social Choice Account are eligible to vote on
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CREF's 2000 Proxy Telephone Script Template
Participant Proposal 2. The Board of Trustees recommends a vote AGAINST this
proposal.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 2 relating to CREF's
{Pronounced as CREF phonetically} tobacco-related investments.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 4A, PARTICIPANT PROPOSAL 2 FOR
YOUR GROWTH ACCOUNT HOLDINGS]. To vote for, press 1; against, press 2; abstain
press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 2 relating to CREF's
{Pronounced as CREF phonetically} tobacco-related investments.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 4B, PARTICIPANT PROPOSAL 2 FOR
YOUR GlOBAL EQUITIES ACCOUNT HOLDINGS]. To vote for, press 1; against, press 2;
abstain press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 2 relating to CREF's
{Pronounced as CREF phonetically} tobacco-related investments.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 4C, PARTICIPANT PROPOSAL 2 FOR
YOUR EQUITY INDEX ACCOUNT HOLDINGS]. To vote for, press 1; against, press 2;
abstain press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 2 relating to CREF's
{Pronounced as CREF phonetically} tobacco-related investments.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 4D, PARTICIPANT PROPOSAL 2 FOR
YOUR STOCK ACCOUNT HOLDINGS]. To vote for, press 1; against, press 2; abstain
press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 2 relating to CREF's
{Pronounced as CREF phonetically} tobacco-related investments.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 4E, PARTICIPANT PROPOSAL 2 FOR
YOUR MONEY MARKET ACCOUNT HOLDINGS]. To vote for, press 1; against, press 2;
abstain press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 2 relating to CREF's
{Pronounced as CREF phonetically} tobacco-related investments.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 4F, PARTICIPANT PROPOSAL 2 FOR
YOUR BOND MARKET ACCOUNT HOLDINGS]. To vote for, press 1; against, press 2;
abstain press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 2 relating to CREF's
{Pronounced as CREF's phonetically} tobacco-related investments.
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<PAGE>
CREF's 2000 Proxy Telephone Script Template
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 4G, PARTICIPANT PROPOSAL 2 FOR
YOUR INFLATION-LINKED BOND ACCOUNT HOLDINGS]. To vote for, press 1; against,
press 2; abstain press 3.
ANNOUNCEMENT MESSAGE (999XXNNN) - Participant Proposal 3 relating to splitting
CREF's {Pronounced as CREF's phonetically} Social Choice Account. Only
Participants in the CREF Social Choice Agreement are eligible to vote in
Participant Proposal 3. The Board of Trustees recommends a vote AGAINST this
proposal.
VOTE LEVEL MESSAGE (00XX0NNN) - [333XXNNN=ITEM 5, PARTICIPANT PROPOSAL 3]. To
vote for, press 1; against, press 2; abstain press 3.
INTRODUCTION PLAYBACK MESSAGE -
DEFAULT LEVEL MESSAGE - YOU HAVE CAST YOUR VOTE AS FOLLOWS...
WITH THE BOARD PLAYBACK MESSAGE -
VOTE LEVEL MESSAGE (55540NNN) - You have cast your vote in the manner
recommended by the Board of Trustees.
PLAYBACK MESSAGES FOR DIRECTORS - Depending on how a caller votes, there are 3
possible playback messages.
VOTED ALL DIRECTORS -
VOTE LEVEL MESSAGE (88500NNN) - You have voted for all Trustees on the ballot.
WITHHOLD FROM ALL DIRECTORS -
VOTE LEVEL MESSAGE (88600NNN) - You have voted to withhold your vote from all
Trustees on the ballot.
DIRECTOR EXCEPTIONS -
VOTE LEVEL MESSAGE (88700NNN) - You have voted for all trustees except for the
following nominee numbers (Speaks trustee number(s)).
CONFIRM MESSAGE -
DEFAULT LEVEL MESSAGE - TO CONFIRM YOUR VOTE, PRESS 1. TO CANCEL YOUR VOTE,
PRESS 2.
CANCELED VOTE MESSAGE - Default message. (Not customizable)
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<PAGE>
CREF's 2000 Proxy Telephone Script Template
YOUR VOTE HAS BEEN CANCELED. IF YOU WISH TO VOTE THIS CARD OR ANOTHER CARD PRESS
1, OTHERWISE PLEASE HANG UP AND MARK, SIGN, AND RETURN YOUR CARD IN THE ENVELOPE
PROVIDED. THANK YOU FOR CALLING.
GOODBYE MESSAGE -
VOTE LEVEL MESSAGE (44440NNN) - Your vote has been successfully recorded. It is
not necessary for you to mail in your card. If you wish to vote another card or
change your vote, press 1, otherwise please hang up. Thank you.
MISKEY MESSAGE - YOU HAVE ENTERED AN INVALID OPTION. (Not customizable)
DEFAULT ERROR MESSAGE - WE ARE UNABLE TO PROCESS YOUR REQUEST AT THIS TIME.
THANK YOU FOR CALLING. (Not customizable)
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<PAGE>
[CREF LOGO] COLLEGE RETIREMENT EQUITIES FUND
2000 PROXY SOLICITED BY THE BOARD OF TRUSTEES
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 your 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 14, 2000.
OUR RECORDS SHOW THAT YOU ARE ELIGIBLE TO VOTE ON THE FOLLOWING ITEMS:
IMPORTANT: CREF PROXY AND TIAA BALLOT HAVE DIFFERENT VOTER CONTROL NUMBERS
TO VOTE VIA THE INTERNET
1) Visit the Internet voting site at HTTP://WWW.EPROXYVOTE.COM/TIAA-CREF
2) Enter your 14-digit Voter Control Number in the upper right-hand corner of
the ballot below.
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 1 877 779-8683 on a touch-tone telephone. This is a toll-free call.
2) Enter your 14-digit Voter Control Number in the upper right-hand corner of
the ballot below.
3) Follow the recorded instructions.
4) Your vote will be confirmed at the end of the session.
If you vote via the Internet or by telephone,
please do NOT mail back your proxy card.
IF YOU VOTE BY MAIL, PLEASE USE BLACK OR BLUE INK
AND MARK AN X IN THE APPROPRIATE BOXES ON THE PROXY CARD BELOW.
Detach here if voting by mail. Please sign and date your proxy card before
returning it in the postage-paid envelope.
[CREF LOGO] FIRST NAME LAST NAME
YOU ARE ELIGIBLE TO VOTE FOR:
VOTER CONTROL NUMBER
SEQUENCE NUMBER
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THE BOARD OF TRUSTEES RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
--------------------------------------------------------------------------------
1. Election of Trustees WITHHOLD VOTE FOR
Nominees: FOR FROM ALL ALL EXCEPT
[_] [_] [_]
JOHN H. BIGGS (01), MARTIN J. GRUBER (02),
MARJORIE FINE KNOWLES (03),
AND ROBERT W. VISHNY (04)
TO WITHHOLD YOUR VOTE FROM ANY NOMINEE, MARK THE "VOTE FOR ALL EXCEPT" BOX
ABOVE AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. Approval of Ernst & Young LLP as auditors. [_] [_] [_]
--------------------------------------------------------------------------------
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
3. Participant proposal I (relating to companies [_] [_] [_]
supporting gun control) (ALL ACCOUNTS)
4. Participant proposal II (relating to CREF's
tobacco-related investments) (ALL ACCOUNTS
EXCEPT THE SOCIAL CHOICE ACCOUNT)
FOR AGAINST ABSTAIN
A) Growth [_] [_] [_]
B) Global Equities [_] [_] [_]
C) Equity Index [_] [_] [_]
D) Stock [_] [_] [_]
FOR AGAINST ABSTAIN
E) Money Market [_] [_] [_]
F) Bond Market [_] [_] [_]
G) Inflation-Linked Bond [_] [_] [_]
5. Participant proposal III (relating to splitting FOR AGAINST ABSTAIN
CREF's Social Choice Account) (SOCIAL CHOICE [_] [_] [_]
ACCOUNT ONLY)
--------------------------------------------------------------------------------
<PAGE>
COLLEGE RETIREMENT EQUITIES FUND
By signing this form, I authorize Edes P. Gilbert, Robert M. Lovell, Jr., and
David K. Storrs, 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 14, 2000, 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
EquiServe, P.O. Box 9393, Boston, MA 02205-9972. EquiServe has been engaged to
tabulate ballots returned by mail to preserve the confidentiality of your
ballot.
SUGGESTIONS FOR FUTURE CREF NOMINEES
Name:
---------------------------------------------------------------------------
Institution:
--------------------------------------------------------------------
Name:
---------------------------------------------------------------------------
Institution:
--------------------------------------------------------------------
Name:
---------------------------------------------------------------------------
Institution:
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<PAGE>
Equiserve Online Proxy Voting
[GRAPHIC OMITTED] IF YOU HAVE MORE THAN ONE BALLOT YOU MUST VOTE THEM
VOTE BY NET SEPARATELY. EACH BALLOT HAS A UNIQUE VOTER CONTROL NUMBER.
[1] Enter the Voter Control Number that appears in the upper
right hand corner on your proxy card.
[______________]
[2] Enter the last 4 digits of your U.S. Taxpayer
Identification (Social Security) Number for
this account.
[____]
IMPORTANT: FOR YOUR VOTE TO BE CAST, THE VOTER CONTROL
NUMBER AND THE LAST FOUR DIGITS OF THE U.S. TAXPAYER
IDENTIFICATION (SOCIAL SECURITY) NUMBER FOR THIS ACCOUNT
MUST MATCH THE NUMBERS ON OUR RECORDS.
--------------------------------------------------------
[3] Enter your e-mail address to receive an e-mail
confirmation of your vote.
[______________]
Enter your e-mail address again for validation.
[______________]
PROCEED
<PAGE>
CREF
[Test Vote - Results will not be recorded]
[GRAPHIC OMITTED]
VOTE BY NET
WELCOME!
NAME LINE
ADDRESS LINE
CITY, STATE ZIP LINE
PROCEED
[Test Vote - Results will not be recorded]
<PAGE>
Online Proxy Voting
CREF
[Test Vote - Results will not be recorded]
College Retirement Equities Fund
2000 Proxy Solicited by the Board of Trustees
By submitting this ballot, I authorize Edes P. Gilbert, Robert M. Lovell, Jr.,
and David K. Storrs, 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 14, 2000, at 10:00 a.m. at CREF's home office, 730 Third
Avenue, New York, New York.
The Board of Trustees recommends a vote
"FOR" all Nominees for Trustee and
"FOR" Approval of the Independent Auditors.
The Board of Trustees recommends a vote
"AGAINST" Participant Proposals I, II and III.
--------------------------------------------------------------------------------
CHECK THIS BOX TO CAST YOUR VOTE IN ACCORDANCE WITH ALL THE BOARD OF TRUSTEES'
RECOMMENDATIONS [_]
FOR All Nominees Withhold
(Unless Noted As To All
Below) Nominees
1. Election of Trustees. [_] [_]
Nominees:
John H. Biggs, Martin J. Gruber, Marjorie Fine Knowles, and Robert W. Vishny
Check the box for the Nominee(s) from whom you wish to WITHHOLD your vote:
[_] John H. Biggs [_] Martin J. Gruber
[_] Marjorie Fine Knowles [_] Robert W. Vishny
For Against Abstain
2. Approval of Ernst & Young LLP as auditors [_] [_] [_]
3. Participant Proposal I (relating to companies For Against Abstain
supporting gun control) (All accounts) [_] [_] [_]
4. Participant Proposal II (relating to CREF's
tobacco-related investments) (All accounts
except the Social Choice Account)
For Against Abstain
A) Growth [_] [_] [_]
For Against Abstain
B) Global Equities [_] [_] [_]
For Against Abstain
C) Equity Index [_] [_] [_]
For Against Abstain
D) Stock [_] [_] [_]
For Against Abstain
E) Money Market [_] [_] [_]
For Against Abstain
F) Bond Market [_] [_] [_]
For Against Abstain
G) Inflation-Linked Bond [_] [_] [_]
5. Participant proposal III (relating to splitting For Against Abstain
CREF's Social Choice Account) [_] [_] [_]
(Social Choice Account Only)
--------------------------------------------------------------------------------
To submit your vote please click the button below.
(YOUR VOTE WILL NOT BE COUNTED UNTIL THE SUBMIT YOUR VOTE BUTTON IS CLICKED.)
SUBMIT YOUR VOTE
[Test Vote - Results will not be recorded]
<PAGE>
Online Proxy Voting for CREF
CREF
[TEST VOTE - Results will not be recorded]
[GRAPHIC OMITTED] Please review your vote. If this is incorrect, please use
VOTE BY NET the Back button on your browser, change your vote and
resubmit. Your proxy vote has been recorded as follows:
============================================================
1. Election of Trustees.
FOR ALL NOMINEES
============================================================
2. Approval of Ernst & Young LLP as auditors.
FOR
============================================================
3. Participant Proposal I (relating to companies supporting
gun control)
(All accounts)
AGAINST
============================================================
4. Participant Proposal II (relating to CREF's tobacco-
related investments)
(All accounts except the Social Choice Account)
A) Growth
AGAINST
============================================================
B) Global Equities
AGAINST
============================================================
C) Equity Index
AGAINST
============================================================
D) Stock
AGAINST
============================================================
E) Money Market
AGAINST
============================================================
F) Bond Market
AGAINST
============================================================
G) Inflation-Linked Bond
AGAINST
============================================================
5. Participant proposal III (relating to splitting
CREF's Social Choice Account)
(Social Choice Account Only)
AGAINST
============================================================
If this is correct, please click the Proceed button.
PROCEED
[Test Vote - Results will not be recorded]
<PAGE>
Online Proxy Voting for CREF
CREF
[Test Vote - Results will not be recorded]
[GRAPHIC OMITTED] Success! Your vote has been cast and will be tabulated by
VOTE BY NET Equiserve within 24 hours.
If you would like to suggest future nominees, please click
the proceed button below.
PROCEED
You can now vote another BALLOT.
TIAA-CREF homepage
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