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)
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
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[ ] Fee paid previously with preliminary materials.
[ ] Checkbox if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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[CREF Logo]
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 theMEETING--NOVEMBER 9, 1999
The College Retirement Equities Fund ("CREF") that the(CREF) will hold its annual meeting of
participants will
be held at CREF's home office, 730 Third Avenue, New York, New York, on November 10, 1998,9, 1999, at
10:00 a.m. for the following purposes: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 ratifyapprove the selection of Ernst & Young LLP as the independent auditors
for CREF for the fiscal year ending December 31, 1998;1999;
3. To vote on the participant proposals set forth and describedpresented in the accompanying proxy statement;and
4. To transactaddress any other business asthat may properly come before the meeting.
The Board of Trustees has set September 30, 1998,1999, as the record date for
determination ofdetermining the number of votes entitled to be cast. Only those persons whoYou may vote at the meeting
only if you had CREF voting rights as of September 30, 1998, are entitled to notice of and
to vote at the meeting.1999.
By order of the Board of Trustees,
/s/ E. Laverne Jones
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E. Laverne Jones
Secretary
WHETHERPLEASE 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 NOTBY 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 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 callCALL 1 800 842-2776 to obtain an
admission pass.TO OBTAIN AN
ADMISSION PASS.
October 13, 1998 [LOGO]12, 1999
[Blank Page]
COLLEGE RETIREMENT EQUITIES FUND
PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD ON NOVEMBER 10, 19989, 1999
The accompanying proxy is solicited on behalf of the Board of Trustees of the College Retirement Equities Fund ("CREF") and(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 persons having CREF voting rights and at any adjournment thereof. The
annual meeting of CREF will beparticipants
being held on November 10, 1998, at9, 1999, 10:00 a.m. at
CREF's home office, 730 Third Avenue, New York, New
York. The approximate
mailing date of thisThis proxy statement iswas mailed to participants starting on or about
October 13, 1998.12, 1999.
HOW DO I VOTE?
You can vote in any one of four ways:
(1) By marking, signing, and signingmailing the enclosed proxy card and returning it for
use atin the annual meeting;envelope
provided;
(2) Through the Internet at http://www.equiserve.com/proxy/tiaa-cref;www.eproxyvote.com/tiaa-cref (or by going
to our Web site at www.tiaa-cref.org);
(3) By telephone, by calling toll free 1 877 263-2733;779-8683; or
(4) By voting in person at the annual meeting.
If you vote by Internet or telephone, please use the 13-digit14-digit "control" number
that appears onin the upper-left corner of your proxy card. PLEASE DO NOT MAIL YOUR PROXY CARD IF
YOU ARE VOTING BY INTERNETPlease don't mail your
proxy card if you vote by Internet or telephone.
CAN I CANCEL OR TELEPHONE.
Each proxy may be revokedCHANGE 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 theCREF's
Secretary of CREF at 730 Third Avenue, New York, New York 10017-3206, or10017-3206.
HOW DOES A PROXY WORK?
When you vote by voting in personproxy, you are instructing the agents named on the proxy card
how to vote for you at the meeting. In addition,If 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 proxydon't specifically instruct them
otherwise, they will be votedvote FOR the election of the four nominees for trustee and
FOR ratificationapproval of Ernst & Young LLP as independent auditors for CREF for the
fiscal year ending December 31, 1998,1999, and AGAINST the participant proposals
set forth and describedpresented 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.
1
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 sets forth the voting rights
of CREFshows which accounts' participants
may vote for each item on the proxy ballot:
STOCK, MONEY MARKET,
BOND MARKET,
INFLATION-LINKED BOND,
GLOBAL EQUITIES,
SOCIAL CHOICE GROWTH, AND EQUITY
ALL ACCOUNTS,
ALL STOCK AND GLOBAL EXCEPT THE SOCIAL
ACCOUNTS EQUITIES ONLY CHOICE 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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1
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.-------------------------------------------------------------------------------
Participant Proposal III X
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Participant Proposal IV X
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Each person having voting rights on September 30, 1998, is eligible to1999, may vote at the meeting.
On September 20, 1998,1999, there were a158,757,014,641.43 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.broken down as follows:
Stock Account - 123,005,493,010.37 votes
Money Market Account - 6,621,278,351.30 votes
Bond Market Account - 2,959,707,632.63 votes
Inflation-Linked Bond Account - 125,941,584.52 votes
Social Choice Account - 3,871,748,376.45 votes
Global Equities Account - 6,845,752,558.81 votes
Growth Account - 10,892,976,869.70 votes
Equity Index Account - 4,434,116,257.65 votes
The number of votes attributable to a person with a CREF accumulationyou have is equal to the dollar value of the amount credited to that personyour accumulation
in the
accumulation fund of each CREF account on September 30, 1998.1999. If you are receiving annuity
payments, are being made, the number of votes for an annuitantyou have is equal to the number of dollarsdollar amount held on
September 30, 1999 in the annuity fund of each CREF account on September 30,
1998, to meet theour annuity
obligations to that person. Fractional votesyou. We will be
counted.
VOTE REQUIRED
CREF's constitution provides thatcount fractional votes.
HOW MANY VOTES ARE NEEDED FOR A QUORUM OR TO PASS A VOTE?
We will have a quorum for the holders ofmeeting if 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.are voted. Abstentions are counted in determining whether a quorum has been
reached. When the quorum requirements are met, abstentions are not counted in
determining theThe outcome of the election of trustees, the ratificationappointment of the
appointment of independent auditors, orand the participant proposal vote, or any
other matters that mayvotes will be brought to a vote at the meeting that require onlydecided by a
majority of sharesthe eligible votes present to be passed.in person or represented by proxy.
Abstentions are not counted in determining the actual voting results. No votes
are cast by brokers.
2
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, you
will be electing 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 belowBelow is information concerningabout the age,nominees and continuing trustees. Note that in
addition to the information listed, each of the CREF trustees, including each
nominee, also serves on the board of trustees of TIAA-CREF Mutual Funds and
TIAA-CREF Institutional Mutual Funds.
NOMINEES FOR TRUSTEES
NANCY L. JACOB, 56, is president and managing principal occupation,
employment duringof
Windermere Investment Associates. She was previously
chairman and chief executive officer of CTC Consulting,
Inc., and executive vice president, U.S. Trust of the
[PHOTO] Pacific Northwest. Dr. Jacob serves as a director of Puget
TRUSTEE SINCE 1979 Sound Power & Light Company. She received a B.A. from the
University of Washington and a Ph.D. from the University of
California, Irvine.
MARTIN L. LEIBOWITZ,* 63, 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
[PHOTO] executive committee of Salomon Brothers Inc. Mr. Leibowitz
TRUSTEE SINCE 1995 is a trustee of TIAA, TIAA-CREF Investment Management LLC
(Investment Management), and a director of Teachers
Advisors, Inc. (Advisors) and TIAA-CREF Life Insurance Company. He is also
president of Investment Management and Advisors and chief investment officer,
TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds, TIAA-CREF Life
Funds, and TIAA Separate Account VA-1. In addition, Mr. Leibowitz is a trustee
of the Carnegie Corporation of New York, the Institute for Advanced Study, and
the Research Foundation of the Institute of Chartered Financial Analysts. He is
also a member of the board of overseers of the New York University Stern School
of Business and a member and past 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.
CONTINUED ON NEXT PAGE
* 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.
3
BEVIS LONGSTRETH,* 65, has been of counsel at the law firm
of Debevoise & Plimpton since 1998. Formerly, he was a
partner of the same firm. For the past five years educational background,he was an
adjunct professor at Columbia University School of Law. Mr.
Longstreth is a member of the board of directors of Capstead
[PHOTO] Mortgage Corporation and certain other
directorshipsAMVESCAP, PLC. He is also chairman
TRUSTEE SINCE 1996 of eachthe finance committee of the Rockefeller Family Fund, and
chairman of the investment committee of the Nathan Cummings
Foundation. He is also a trustee of the New School
University 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.
EUGENE C. SIT, 61, is chairman, chief executive officer, 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
[PHOTO] managed by Sit Investment Associates, Inc. Mr. Sit currently
TRUSTEE SINCE 1991 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.
Each of the nominees has consented to serve if elected. If any nominee and continuing trustee, as well asis
unavailable to serve when the year in
which each individual first becamemeeting is held, the proxy agents may cast your
votes for a trustee.
NOMINEES FOR TRUSTEEsubstitute chosen by the current Board of Trustees.
*See footnote on page 3.
4
CONTINUING TRUSTEES
ROBERT H. ATWELL, 67,68, 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[PHOTO] trustee of Eckerd College, and New College Foundation, and a director of Education
TRUSTEE SINCE 1989 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.His current term as trustee expires
in 2002.
ELIZABETH E. BAILEY, 59,60, 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., as well as the National Bureau of Economic Research.
[PHOTO] She is also a trustee of The Brookings Institution and
TRUSTEE SINCE 1986 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.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.
JOHN H. BIGGS,* 63, is chairman, president, and chief
executive officer of CREF and TIAA. Mr. Biggs also serves as
a trustee of TIAA, Investment Management, and TIAA-CREF
Individual & Institutional Services, Inc. (Services), and is
a director of Teachers Personal Investors Services, Inc.
[PHOTO] (TPIS), Advisors, and TIAA-CREF Trust Company, FSB. Mr.
TRUSTEE SINCE 1983 Biggs is 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. His current term as trustee expires
in 2000.
JOYCE A. FECSKE, 52, is vice president emerita at DePaul
University. Until February 1994, she was vice president for
human resources at DePaul University. She has beenreceived a CREF
participant since 1983.B.A.
and an M.A. from DePaul University. Her current term as
trustee expires in 2001.
[PHOTO]
TRUSTEE SINCE 1993
*See footnote on page 3.
CONTINUED ON NEXT PAGE
5
CONTINUING TRUSTEES CONTINUED
EDES P. GILBERT, 67, is a consultant for Independent
Education Services. Previously, she was head of The Spence
School and headmistress of the Mary Institute. Ms. Gilbert
serves as president of the board of trustees of Lesley
College and as a trustee of the Friends Seminary. After
[PHOTO] receiving a B.A. from Vassar College, Ms. Gilbert received
TRUSTEE SINCE 1989 an M.Ed. from Lesley College, Graduate School of Education.
Her current term as trustee expires in 2001.
STUART TSE KONG HO, 62,63, 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[PHOTO] received a B.A. from Claremont McKenna College and a J.D.
TRUSTEE SINCE 1990 from The University of Michigan School of Law. 3His current
term as trustee expires in 2002.
MARJORIE FINE KNOWLES, 60, 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
University of Alabama College of Law. She received her A.B.
from Smith College and her LL.B. from Harvard Law School.
[PHOTO] Her current term as trustee expires in 2000.
TRUSTEE SINCE 1983
ROBERT M. LOVELL, JR., 69, 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. Mr. Lovell received his B.A. from
Princeton University. His current term as trustee expires in
[PHOTO] 2000.
TRUSTEE SINCE 1977
STEPHEN A. ROSS, 55, 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
[PHOTO] Yale University. Dr. Ross is also co-chairman of Roll & Ross
TRUSTEE SINCE 1981 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.
6
NOMINEES FORMACEO K. SLOAN, 49, has been the chairman 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,
the Calvert New World Fund, and Virtual Technology
[PHOTO] Corporation. Mr. Sloan received a B.A. from Morehouse
TRUSTEE (continued)SINCE 1991 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.
DAVID K. STORRS, 54,55, 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.
4
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.
5
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.
6
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.
7
CONTINUING TRUSTEES (continued)2002.
ROBERT W. VISHNY, 39,40, has been the Eric J. Gleacher
Professor of Finance at the University of Chicago Graduate
School of Business since 1993. He also has been a founding
partner and director of LSV Asset Management, an investment
management firm, since 1994. He is the former director of
[PHOTO] 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.Economic Research. 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, 1998:1999: (1) none of the trustees individually owned as much as 1 percent1% of the
outstanding voting securities of any CREF account; and (2) trustees and
officers, as a group, did not own more than 1 percent1% 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.7
COMMITTEES
At each annual meeting of trustees,Every year the board appoints certain committees with specific responsibilities
for various aspects of CREF's operation.operations. 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.necessary, using independent auditors or others.
During 1997,1998, the Audit Committee held sixfive meetings. The current
members of the Audit Committee are Dr. BaileyJacob (chair), Dr. Jacob,Bailey,
Mr. Lovell, and Mr. Sloan.
(2) A Finance Committee, which oversees the management of CREF
investments in accordance withsubject to appropriate oversight by the full board.
During 1997,1998, the Finance Committee held sixfour meetings. The current
members of the Finance Committee are Mr. Biggs (chair), Mr. Brinson, Mr. Ho, Dr.
Jacob, Ms. Knowles, Mr. Leibowitz, Dr. Jay 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 personspeople for
election as trustees. During 1997,1998, the committee held six meetings.
The current members of the Nominating and Personnel Committee are
Mr. SitMs. Gilbert (chair), Mr. Atwell, Ms. Fecske, Ms. Gilbert, Dr. Light,Ross, and Dr.
Vishny.
The Nominating and Personnel Committee will consider potential nominees for
trustees recommended by participants. Any participants desiringparticipant who wants to presentrecommend a
candidate to the committee for future considerationcandidate should write the name of the individual in the
8
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 fivefour meetings of the Board of Trustees during 1997.1998. All trustees
except Mr. Brinson, Dr. Jacob, and Dr. RossLight attended at least 75 percent75% of the
total number of meetings of the Board of Trustees
and of theboard committees of the
board on which they served.
TRUSTEE COMPENSATION OF TRUSTEES
The following table sets forthshows compensation information for the trustees who are not
officers of CREF ("non-officer trustees")(non-officer trustees) for the year ended December 31, 1997.1998.
The TIAA-CREF fund complex referred to in the last column consists of threesix
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.
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) Trustee8
LONG-TERM PERFORMANCE
AGGREGATE DEFERRED COMPENSATION TOTAL COMPENSATION
COMPENSATION ACCRUED AS PART OF FROM TIAA-CREF
NAME FROM CREF CREF EXPENSES FUND COMPLEX
- --------------------------------------------------------------------------------------------------
Robert H. Atwell $48,700 $12,442 $49,000
- --------------------------------------------------------------------------------------------------
Elizabeth E. Bailey $51,713 $12,442 $52,000
- --------------------------------------------------------------------------------------------------
Gary P. Brinson $38,260 $12,442 $38,500
- --------------------------------------------------------------------------------------------------
Joyce A. Fecske $48,708 $12,442 $49,000
- --------------------------------------------------------------------------------------------------
Edes P. Gilbert $45,753 $12,442 $46,000
- --------------------------------------------------------------------------------------------------
Stuart Tse Kong Ho $42,746 $12,442 $43,000
- --------------------------------------------------------------------------------------------------
Nancy L. Jacob $39,773 $12,442 $40,000
- --------------------------------------------------------------------------------------------------
Marjorie Fine Knowles1 $48,722 $12,442 $49,000
- --------------------------------------------------------------------------------------------------
Jay O. Light $39,749 $12,442 $40,000
- --------------------------------------------------------------------------------------------------
Bevis Longstreth $42,744 $12,442 $43,000
- --------------------------------------------------------------------------------------------------
Robert M. Lovell, Jr.1 $45,737 $12,442 $46,000
- --------------------------------------------------------------------------------------------------
Stephen A. Ross1 $41,245 $12,442 $41,500
- --------------------------------------------------------------------------------------------------
Eugene C. Sit $48,706 $12,442 $49,000
- --------------------------------------------------------------------------------------------------
Maceo K. Sloan $45,737 $12,442 $46,000
- --------------------------------------------------------------------------------------------------
David K. Storrs $47,230 $12,442 $47,500
- --------------------------------------------------------------------------------------------------
Robert W. Vishny $47,219 $12,442 $47,500
- --------------------------------------------------------------------------------------------------
1This trustee elected to defer payment of thishis/her compensation. A portion of the
compensation was deferred under a CREFvoluntary deferred compensation plan for
non-officer trustees which was closed as to future participation in 1986.
(3) Includes $90,0001986 and
terminated as to future contributions as of June 30, 1998, and a portion was
deferred compensation benefit paid to Mr. Spindler,under a former CREF trustee, in accordance withnew plan provisions.
The CREFwhich went into effect on July 1, 1998.
CREF's long-term performance 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
9
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 newfor non-employee
trustees is an unfunded plan, accounts have been set up
for each non-officer trustee and credited with amounts from the former plan.
Going forward,in which 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 arewill normally be paid out in a
lump sum after the non-officer 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.
9
II. RATIFICATIONAPPROVING THE SELECTION OF INDEPENDENT AUDITORS
ForErnst & Young LLP (Ernst & Young) served as independent auditors to CREF for the
fiscal year ended December 31, 1997, Ernst & Young LLP ("Ernst &
Young") served as independent auditors to CREF.1998. At a meeting held on May 20,
1998,19, 1999, the CREF
Board of Trustees, including a majority of thosenon-officer 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, 1998,1999, subject to ratification by persons having voting rights in CREF.
In 1997,participant approval. Ernst & Young
replaced Deloitte & Touche LLP ("Deloitte")performs independent audits of CREF's financial statements. To maintain auditor
independence and avoid even the appearance of conflicts of interest, CREF, as independent auditors. The decision toa
policy, does not 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 opinionmanagement, advisory 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.consulting
services. Representatives of Ernst & Young will be present at the annual meeting
to respond to appropriate questions.
10
III. ADDITIONAL INFORMATION
EXECUTIVE OFFICERS
Set forth belowBelow is information concerning the age, positions, certain
directorships, and offices held during the past five years byabout each CREF executive officer of CREF.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. PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS
RichardNote that in addition to the information listed below, all CREF
executive vice presidents also serve in that same capacity for TIAA-CREF Mutual
Funds, TIAA-CREFInstitutional Mutual Funds, and TIAA Separate Account VA-1
(VA-1), unless otherwise noted.
RICHARD J. Adamski 56 ViceADAMSKI, 57, 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")(Investment Management), TIAA-CREF Individual & Institutional
Services, Inc. ("Services")(Services), Teachers Personal Investors Services, Inc. ("TPIS")(TPIS),
Teachers Advisors, Inc. ("Advisors")(Advisors), TIAA-CREF Mutual Funds, TIAA-CREF
Institutional Mutual Funds (Institutional Funds), TIAA-CREF Life Funds (Life
Funds), and TIAA-CREF Life Insurance Company ("TIAA-CREF
Life")(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.
ScottSCOTT C. Evans 39 ExecutiveEVANS, 40, executive vice president, CREF and TIAA, since September
1997; from March 1997 to September 1997, managing director-CREFdirector--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 Mutualthe Life Funds. Mr. Evans is also a director of TIAA-CREF Life.
11
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.
RichardRICHARD L. Gibbs 51 ExecutiveGIBBS, 52, 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, Services, Advisors, TPIS, and TIAA-CREF Mutualthe Life
Funds, and a director executive vice
president, and chief financial officer of TIAA-CREF Life.
DonDON W. Harrell 60 ExecutiveHARRELL, 61, 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 andLife. He is also executive vice president of TIAA-CREF Mutualthe Life
Funds.
MatinaMATINA S. Horner 59 ExecutiveHORNER, 60, executive vice president, CREF and TIAA, since December
1989; previously, president of Radcliffe College. Dr. Horner is chair of the
board of trustees of
10
MGH Institute of Health Professions and Fund for the City of New York. Dr. HornerShe 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. HornerShe is also executive vice president of TIAA-CREF Mutualthe Life Funds.
E. Laverne Jones 49 ViceLAVERNE JONES, 50, vice president and corporate secretary, CREF and TIAA,
since August 1998; prior to that, senior counsel. Ms. JonesShe is also vice president and
corporate secretary of TIAA-CREF Mutual Funds and Institutional Funds.
12
PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS
JohnJOHN J. McCormack 54 ExecutiveMCCORMACK, 55, 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, TPIS,
and TIAA-CREF Trust Company, FSB, and a trustee of the Life Funds. He is on the
boards of St. Bonaventure University and the Employee Benefit Research
Institute.
He is
alsoJOHN A. PUTNEY, JR., 60, 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,Life, and TIAA-CREF
Life. He is also executive vice president of TIAA-CREF Mutualthe Life Funds.
DeanneDEANNE J. Shallcross 49 ExecutiveSHALLCROSS, 50, 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 presidentServices. She is on the board of Services.
Davidthe Marketing
Services Institute.
DAVID A. Shunk 51 ExecutiveSHUNK, 52, 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 presidenta director of TIAA-CREF
Mutual Funds.
JohnTrust Company, FSB.
JOHN A. Somers 54 ExecutiveSOMERS, 55, 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 MutualInstitutional Funds, the Life
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.
13
PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS
CharlesCHARLES H. Stamm 59 ExecutiveSTAMM, 60, 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 and general counsel of TIAA-CREF Mutualthe Life Funds.
ThomasTHOMAS G. Walsh 56 ExecutiveWALSH, 57, 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,
chairman and director of TPIS, chairman of the management committee of TIAA Separate
Account VA-1.
Mary Ann Werner 53 ExecutiveVA-1, and
chairman of the board and president of the Life Funds.
MARY ANN WERNER, 54, 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 presidentServices. She is on the board of Services.
Jamesthe Regional Plan Association.
11
JAMES A. Wolf 53 ExecutiveWOLF, 54, 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")(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")(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.
14
IV. PARTICIPANT PROPOSALS
PARTICIPANT PROPOSAL I
BecauseThe first proposal asks that the first participant proposal concerns the Social ChoiceStock Account screens,and Global Equities Account
divest from a particular company's stock. Therefore, only participants in the Social Choice Accountfrom
those accounts can vote on it. A. Chris Abajian, 202 NW 43rd Street,Since the proposal would affect participants in
these accounts differently, the votes will be tallied separately for each
account.
Ann Marchand, 7043 22nd Avenue N.W., Seattle WA 98107-4328,98117, owning 272.28877.176
accumulation units in the CREF Social ChoiceStock Account Allyson Carlyle,
6012 40th Ave. NE, Seattle, WA 98115, owning 127.566 accumulation unitsand 114.715 in the CREF Social ChoiceGlobal
Equities 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, havehas given notice that they intendshe intends to present the following
resolution at the annual meeting:
The TIAA-CREF Social Choice Account shall not invest in other
mutual funds, in banks, inWhereas: Since 1967, PT Freeport Indonesia Company (PT-FI) an operating
unit of Freeport McMoRan Copper and Gold, Inc. (FCX) has been operating on
lands traditionally inhabited by indigenous people, especially the Amungme
and Komoro;
Whereas: PT-FI has discharged over 110,000 tons of tailings per day into
local Irian Jaya rivers and has expanded its milling operations to exceed
190,000 cubic tons per day. In 1995, prior to a settlement with PT-FI, the
Overseas Private Investment Corporation, a U.S. government agency which
provided political risk insurance companies, or in other
financial services, unless TIAA-CREF has determinedto this operation stated that the institution is followingmine
"created and continue to pose unreasonable or major environmental, health,
or safety hazards with respect to the screensrivers that are being impacted by the
tailings, the surrounding terrestrial ecosystem and the local inhabitants";
Whereas: PT-FI has attempted to ameliorate the social and environmental
damages by proposing the "one Percent Trust Fund Offer" and the
establishment of an Amungme Foundation, but the Amungme Tribal Council
(LEMASA), an organization representing one of the Social Choice Account
when the institution invests its assets.
PARTICIPANTS' SUPPORTING STATEMENT
We areindigenous communities
affected by PT-FI's operations in Irian Jaya, issued 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 Coastresolution
"unconditionally 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
15absolutely" rejecting these two proposals;
12
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.Whereas: It is importantunclear to stop this trend while the percentage is still smallshareholders how much environmental liability,
cleanup responsibility, and the financial impactremediation costs may exist, and no existing
audit contains information on the Social Choice Fund is minimal. It is our intentionany actual environmental liability;
Therefore, Resolved that the Boardparticipants request that CREF take steps to
divest the CREF Stock Account/CREF Global Equities Account 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 AccountFreeport
McMoRan Copper and committed to improving
it, we will continue this effort for the long term.Gold stock.
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 THeTHE FOLLOWING STATEMENT BEFORE CASTING THEIR VOTE.
The trustees, including those trustees who areVOTING.
Management strongly believes that implementing proponent's resolution, which
seeks to impose subjective social investment standards on the Stock and Global
Equities investment programs, would be contrary to the best interests of our
participants.
Participants have the option of investing in the CREF Social Choice Account,
investors themselves, are strongly opposed to proponents' resolution. Thewhose environmental screens currently exclude Freeport McMoRan stock.
Implementing proponent's divestment proposal by extendingor similar proposals for other CREF
accounts would deprive participants of investment options that give financial
concerns 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
16
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, assuminghighest priority. To provide individual choice, 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 fromestablished the
Social Choice Account as proponents suggest,a viable investment alternative for participants
wanting to make a sound financial investment but also to exclude categories of
investments for nonfinancial reasons. This carefully designed account, which at
almost $4 billion is now the Accountlargest socially responsible fund in the world, has
proven to be an excellent option for those wanting social concerns to be
considered along with financial ones.
Indeed, were we to divest from a specific company because some participants
object to that company's environmental or social record, there would lose muchbe no
reason why a multitude of such types of requests could not be made. It would be
difficult to fully consider those requests and run an effective investment
program for participants who wish their investments to be based primarily upon
financial analysis.
An additional problem with the proposal is that it would require us to engage in
a case-by-case debate on the facts, since often a situation is more complex than
what is described in a proponent statement. For example, Freeport McMoRan's 1998
Annual Report's review of the diversitycompany's environmental and social programs
clearly indicates that has contributedthere are two sides to its excellentevery issue. This underscores our
concern that we cannot debate divestment issues each time a participant brings a
complaint against a single portfolio company or industry.
We choose instead to follow the sound investment results, raising the
financial risks for participants. Financial institutions constitute
approximately 16%standards of our professional
money managers. Management continually monitors CREF's portfolios to ensure that
they remain well invested consistent with their stated investment objectives. As
part of the S&P 500 index,analysis of CREF's actively-managed investments, we evaluate the
Account's equities benchmark.effect any potential environmental exposure or liability may have on a company's
earnings and prospects. 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,conclude that investing in a company, such as
Freeport McMoRan, is not in our participants' best financial institutions is a loophole through which the Account can invest in
non-socially responsible companies is incorrect.interests, we will
take appropriate action.
For all of these reasons, the board strongly recommends a vote against the proposal.
13
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 7.6717.691 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:
17
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 more than a third of their longtime users, including our own
students.
TIAA-CREF publications assert that "The long-run interests inof TIAA-CREF participants
are best served by investing in corporations that are both financially and
socially responsible." Twenty-twoFifteen tobacco corporations (in which CREF currently
invests about $2$1.3+ Billion) cannot possibly qualify as "socially responsible." EvenUnconscionable
tobacco marketing schemes contributed to a 73% increase in nine years, in
smoking by U.S. kids under age 18, according to the U.S. Senate Commerce Committee's conservative Chairman declares
"It has been well established that the tobacco industry has been dishonestCenters for Disease Control
and deceitful to Congress and the American people."Prevention. For TIAA-CREF to suggest it invests only in "socially
responsible" corporations is blatantsheer hypocrisy.
(2)
The American Medical Association, American Public Health Association, and
organizations battling cancer, heart and lung diseases all urge investors to
divestdivestment of
tobacco holdings. Colleges, universities and retirement systems are doing so,
citing tobacco's uncertain future and its disastrous nature.shaky future. The NEW YORK TIMES no longer accepts tobacco
advertising. Are newspaper executives more concerned than CREF administrators
about saving student lives?
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,cancer specialist, and an adult educator who organizedis Secretary of
"Educators for Tobacco-Free Investments by TIAA-CREF.Investments."
(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.inadequate substitute for divestment. It involves only about 1% of
TIAA-CREF's total investments. That leaves some $2investments,
14
leaving over $1.3 Billion of CREF participants'educators' funds sponsoring tobacco -- without any expressed approval by most participants, since thetobacco. The great
majority of themparticipants do not respond to CREF's annual ballot mailing and may
thus be unaware of their substantial investment in thefifteen tobacco industry.
(4)corporations.
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.director.
It is said the Philip Morris Directordirector 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 Directordirector is Chair
of CREF's Audit Committee, a senior member of CREF's Nominating and Personnel
Committee, and -- ironically -- aand-ironically-a member of CREF's "Corporate Governance and Social
Responsibility Committee."
This statement is written on Memorial Day, 1999, on behalf of millions of young
men and women throughout the world whose lives will be cut short by lung cancer
or other diseases, as a result of their becoming addicted, this year, to tobacco
products-products of which TIAA-CREF is an important financial sponsor.
Supporting this tobacco divestment proposal is an important way to
criticize the behavior of the tobacco industry and tocan help send a message to TIAA-CREF
decision-makers that TIAA-CREF'stheir backing of 18
the industryTobacco Industry with educators'
retirement dollars and with higher education's credibility is both 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 EACHeach 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 200,000Almost 300,000 participants
currently invest in it and it has approximately $2.8$3.8 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 approvedis unaware of
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, allWe believe CREF
participants have been informedare well aware that the CREF accounts, other than Social Choice,
may invest in tobacco stocks. Participantsstocks, particularly in light of proponents' efforts over
the years. Moreover, 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
15
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, if we believewere to eliminate the stocks of the entire tobacco industry from
each account, we increase the chances that investment performance will vary
considerably from an account's benchmark index in any given year. Moreover, the
past has shown that tobacco stocks continue to have excellent appreciation
potential, despite thecan perform well even in times of uncertainty
ofabout tobacco legislationlitigation and litigation. If
CREF concludes at any time that tobacco investments are notlegislation. We believe it is in our participants' best
financial interests we will take appropriate action.to maintain the diversification and potential investment
opportunities that have contributed to CREF's strong investment results over the
years.
The trustees believe the proposal would eliminate an important personal choice
that participants are now free to make. We urge a vote against it.
19PARTICIPANT PROPOSAL III
All CREF participants can vote on the third participant proposal. Votes will not
be tallied separately for each CREF account.
C.C. Chu, 14 Laura Lane, Ithaca, NY 14850-9784, owning 1,239.383 accumulation
units in the CREF Stock Account, 277.291 accumulation units in the CREF Global
Equities Account, 2,906.206 accumulation units in the CREF Growth Account, and
18.662 accumulation units in the CREF Equity Index Account, has given notice
that he intends to present the following resolution at the annual meeting:
The existing "Equity Index" option of CREF tracks Russell 3000 index which
measures the performance of the 3,000 largest US companies based on total
market capitalization. I want to submit a proposal to request CREF to offer
S&P 500 index option under CREF for the following reasons.
1). Focus vs. Diversification. All existing CREF options (Stock, Growth, Equity
Index and Global Equity) have very high diversification among thousands of
stocks in US and outside US. For example, Growth and Equity Index options
use Russell 3000 index as their benchmark. There is no focus-oriented
options like Standard & Poor 500 index with fewer than thousands of stocks.
One of the arguments of using Russell 3,000 is that there are more choices
of stocks (i.e., diversification) for investment than S&P 500 index.
However, the use of 3,000 stock index would lead to over-diversification
which could dilute the good performers by many poor performers. S&P 500
index provides the best balance between performance, diversification and
risk.
2). Cost Benefits. Because the tracking and management of 500 stocks are far
simpler and cheaper than dealing with 3,000 stocks. It would have cost
benefits.
3). Most Popular Index. S&P 500 is the most popular index in pension and
investment arena. This popularity is mainly due to its high performance that
more than 80% of the actively managed fund managers can't beat.
16
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.
We do not believe that adding an S&P 500 index account would best serve the
interests of CREF participants at this time.
When introducing the Equity Index Account, management chose the Russell 3000,
rather than the S&P 500, because the former is more comprehensive and better
represents the U.S. stock market as a whole. Unlike the S&P 500, which tracks
only "large cap" equities, the Russell 3000 tracks the entire range of U.S.
stocks, providing participants with a more diversified portfolio of equity
investments.
While it is true, as proponent asserts, that the good performance of some stocks
in a well diversified portfolio could be "diluted" by the poor performance of
many; conversely, it is also true that the good performance of many stocks
mitigates the bad performance of some. Thus, the more diversified a portfolio
the less sensitive its overall performance is to the performance (good or bad)
of a handful of stocks.
Undeniably, the recent performance of the S&P 500 has been stellar. But,
contrary to proponent's assertion, this is not the result of the number of
stocks in the index, but rather is because large capitalization stocks have
outperformed small cap stocks in the last 15 years or so. This was not always
the case. Indeed, up until this most recent period (going back as far as 1929),
small cap stocks outperformed large cap stocks by such large margins that
economists gave this stock market anomaly a name: the "small firm effect."
In addition, contrary to proponent's assertion, tracking an index of 3,000
stocks does not result in material additional costs over and above tracking an
index of 500 stocks.
CREF's management believes that CREF's pension product menu provides a
reasonable variety of investment choices. A proliferation of accounts with
similar objectives would undermine our successful ongoing efforts to maintain
our low cost leadership position and minimize potential investor confusion. In
addition, adding any new account involves significant allocation of personnel
and resources to handle investment management, administration, systems, consumer
education, and marketing. Such large expenditures of human and financial capital
can be justified only for quality investment products that best serve the
long-term needs of our participants.
For these reasons, the board recommends a vote against the proposal.
PARTICIPANT PROPOSAL IV
All CREF participants can vote on the fourth participant proposal. Votes will
not be tallied separately for each CREF account.
Walter Moore, 916 South Mitchell St., Bloomington, IN 47401, owning 50.433
annuity units in the CREF Stock Account, has given notice that he intends to
present the following resolution at the annual meeting:
The participants request that CREF establish and make available a Social
Choice Equity Fund.
17
PARTICIPANT'S SUPPORTING STATEMENT
The present Social Choice Fund invests in a mixture of stocks and bonds. This
mixed fund does not meet the needs of a large number of CREF participants. They
do not wish to invest in socially undesirable companies, but they require the
performance characteristics of an equity fund. For example, they may already
have their bond investments in TIAA and may not wish to increase their
proportion in bonds.
CREF could easily provide a Social Choice Equity Fund by simply using the stock
component of the present Social Choice Fund without the bond component. Thus no
extra research expense would be involved. It may be noted that the performance
of the stock component of the Social Choice Fund has been as good as or better
than that of the regular CREF Stock Fund.
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 creating an all-equity "social choice" account
in addition to the current CREF Social Choice Account would best serve the
interests of CREF participants at this time.
The CREF Social Choice Account was designed to meet the objectives of
participants who want to invest all of their retirement funds in accordance with
social criteria. The account was structured as a balanced account, with a mix of
stocks, bonds and money market instruments, to allow participants to invest all
of their long-term retirement savings in a socially conscious manner and still
be appropriately diversified.
The Social Choice Account has been extremely well received by participants, who
have made it the largest socially conscious fund of any kind. Assets are almost
$4 billion. We do not believe it would be wise to create a new equity "social
choice" account to compete with this successful CREF account.
CREF's management believes that CREF's pension product menu provides a
reasonable variety of investment choices. A proliferation of accounts with
similar objectives would undermine our successful ongoing efforts to maintain
our low cost leadership position and minimize potential investor confusion. In
addition, adding any new account involves significant allocation of personnel
and resources to handle investment management, administration, systems, consumer
education, and marketing. Such large expenditures of human and financial capital
can be justified only for quality investment products that best serve the
long-term needs of our participants.
For these reasons, the board recommends a vote against the proposal.
18
V. OTHER MATTERS
MEANS OF SOLICITING PROXIES
Typically, thisThis proxy solicitation will be conducted mainly by mail, telephone, and the
Internet, but it may also be conducted by telephone, any other method of electronic communication, (e.g.,
the Internet), or
by personal interview. AllCREF bears all expenses incurred in connectionconnected with this solicitation of proxiessoliciting
proxies; the expenses are borne by CREF and included in the administrative expenses that are paid
for out offrom 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 inclusionparticipants to be included in the CREF
proxy statement and
proxymaterials for the Year 2000 annual meeting must be received by CREF no
later than June 15, 1999.14, 2000. Unless CREF is notified by August 29, 199928, 2000 of any other
matters that may be properly brought before the 19992000 annual meeting by or on
behalf of persons with voting rights,participants, the persons named in the proxy will have the discretion
to vote on suchthose matters as they see fit.
ANNUAL REPORTS
If you would like a copy ofto see the most recent CREF semi-annual and annual reports,
pleaseyou can visit the TIAA-CREF Web site WWW.TIAA-CREF.ORG, or use our on-line
request form to order print versions electronically. Or, you can call 1 800
842-2733, extension 5509 or write to CREF at 730 Third Avenue, New York, New
York 10017-3206
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.
20
[LOGO] Printed on recycled paper10017-3206.
19
[CREF LOGO] COLLEGE RETIREMENT EQUITIES FUND
19981999 PROXY SOLICITED BY THE BOARD OF TRUSTEES CONTROL NUMBER
NOW YOU HAVE THE OPTION OF VOTING YOUR PROXIES BY MAIL, INTERNET, OR TELEPHONE-IT'STELEPHONE -
IT'S EASY AND CONFIDENTIAL.
Your internetInternet 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 youyour 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, 1998.9, 1999.
OUR RECORDS SHOW THAT YOU ARE ELIGIBLE TO VOTE ON THE FOLLOWING ITEMS.
REGISTRATION
NAME
ADDRESS
ADDRESS
ADDRESSITEMS:
IMPORTANT: CREF PROXY AND TIAA BALLOT HAVE DIFFERENT VOTER CONTROL NUMBERS
TO VOTE VIA THE INTERNET TO VOTE BY TELEPHONE
1) Visit the Internet voting site at HTTP://WWW.EPROXYVOTE.COM/TIAA-CREF 1) Dial 1 877 779-8683 on a touch-tone telephone.
2) Enter your 14-digit Voter Control Number, located above in the upper This is a toll-free call.
right-hand corner of this form or at the top of the ballot below. 2) Enter your 14-digit Voter Control Number, located
3) Follow the instructions on the screen. above in the upper right-hand corner of this
4) Your vote will be confirmed at the end of the session. form or at the top 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] YOU ARE ELIGIBLE 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.
- --------------------------------------------------------------------------------
[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 _____
- --------------------------------------------------------------------------------FOR:
- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE THE BOARD OF TRUSTEES RECOMMENDS A VOTE
FOR ITEMS 1 AND 2. AGAINST THE FOLLOWING ITEMS.
- -----------------------------------------------------------------------------------------------------------------------------------
Withhold Vote for 3. Participant proposal I (relating to Freeport
For from all all except McMoran Copper and Gold, Inc. stock)
1. Election of Trustees [ ] [ ] [ ] For Against Abstain For Against Abstain
Nominees: A) Stock [ ] [ ] [ ] B) Global Equities [ ] [ ] [ ]
NANCY L. JACOB (01), MARTIN L. LEIBOWITZ (02), 4. Participant proposal II (relating to CREF's tobacco-related investments)
BEVIS LONGSTRETH (03), AND EUGENE C. SIT (04) (ALL ACCOUNTS EXCEPT THE SOCIAL CHOICE ACCOUNT)
TO WITHHOLD YOUR VOTE FROM ANY NOMINEE, MARK THE For Against Abstain For Against Abstain
"VOTE FOR ALL EXCEPT" BOX ABOVE AND STRIKE A LINE A) Growth [ ] [ ] [ ] E) Money Market [ ] [ ] [ ]
THROUGH THE NOMINEE'S NAME. B) Global [ ] [ ] [ ] F) Bond Market [ ] [ ] [ ]
Equities
If you would like to suggest future nominees, please [ ] C) Equity [ ] [ ] [ ] G) Inflation-Linked [ ] [ ] [ ]
check the box at the right and write their names Index Bond
and affiliations on the back of this ballot. D) Stock [ ] [ ] [ ]
For Against Abstain
2. Approval of Ernst & Young LLP [ ] [ ] [ ]
as auditors. For Against Abstain
- --------------------------------------------------------- 5. Participant proposal III (relating to an S&P 500 [ ] [ ] [ ]
When signing as attorney, executor administrator, index account)
trustee, guardian, or corporate officer, please indicate
your full name and title. For Against Abstain
6. Participant proposal IV (relating to a social [ ] [ ] [ ]
SIGNATURE__________________________________DATE_________ choice equity account)
- ------------------------------------------------------------------------------------------------------------------------------------
COLLEGE RETIREMENT EQUITIES FUND
By signing this form, I authorize Edes P. Gilbert, Nancy L. Jacob,Joyce A. Fecske, Maceo K. Sloan, and Bevis
Longstreth,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 WILLWIll VOTE (i)(I) FOR THE ELECTION OF
ALL LISTED NOMINEES; (ii)(II) IN ACCORDANCE WITH THE TRUSTEE'STRUSTEES' RECOMMENDATIONS ON
THE OTHER SUBJECTS LISTED ON THIS CARD;CARD: AND (iii)(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, 1998,9, 1999, 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: _______________________________________________________________________________________________________________________________________
TIAA AND CREF
INTERNETVOTE WELCOME!
BY NET
NAME LINE
ADDRESS LINE
CITY, STATE ZIP LINE
Proceed
VOTE
BY NET IF YOU HAVE MORE THAN ONE BALLOT SERVICES
TIAA and CREF use Boston EquiServe's Web-based
tabulation system to allow you to securely voteYOU MUST VOTE THEM SEPARATELY.
EACH BALLOT HAS A UNIQUE VOTER CONTROL NUMBER.
[1] Enter the Voter Control Number that appears in the upper
right hand corner of your ballots overproxy card.
-----------------------
[2] Enter the Web. BOSTON EQUISERVE KEEPS
ALL RESPONSES INlast 4 digits of your U.S. Taxpayer Identification
(Social Security) Number for this account.
-------------
IMPORTANT: FOR YOUR VOTE TO BE CAST, 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
------------------
[BOSTON EQUISERVE LOGO]
INTERNET BALLOT SERVICES
- --------------------------------------------------------------------------------
PLEASE ENTER THE 13 DIGITVOTER CONTROL
NUMBER LOCATED INAND THE UPPER RIGHT-HAND CORNERLAST FOUR DIGITS OF YOUR BALLOT INSTRUCTIONS AND CLICKTHE U.S. TAXPAYER
IDENTIFICATION (SOCIAL SECURITY) NUMBER FOR THIS ACCOUNT
MUST MATCH THE NUMBERS 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 DIRECTOUR 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
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
- --------------------------------------------------------------------------------CREF
COLLEGE RETIREMENT EQUITIES FUND
19981999 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.
----------
- --------------------------------------------------------------------------------
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
_________
COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
- ------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
2. APPROVAL OF ERNST & YOUNG LLP AS AUDITORS.
-------------------------
FOR | AGAINST | ABSTAIN
-------------------------
o | o | o
-------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4
- --------------------------------------------------------------------------------
3. PARTICIPANT PROPOSAL I REGARDING THE CREF SOCIAL CHOICE ACCOUNT SCREENS.
(THIS PROPOSAL APPLIES ONLY TO THE CREF SOCIAL CHOICE ACCOUNT.)
-------------------------
FOR | AGAINST | ABSTAIN
-------------------------
o | o | o
-------------------------
- --------------------------------------------------------------------------------
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
------------------------------------------------
A) Growth | o | o | o
------------------------------------------------
B) Global Equities | o | o | o
------------------------------------------------
C) Equity Index | o | o | o
-----------------------------------------------------
D) STOCK | o | o | o
-----------------------------------------------------
E) Money Market | o | o | o
-----------------------------------------------------
F) Bond Market | o | o | o
-----------------------------------------------------
G) Inflation-Linked Bond | o | o | o
-----------------------------------------------------
By submitting this ballot, I authorize Edes P. Gilbert, Nancy L. Jacob,Joyce A. Fecske, Maceo K. Sloan, and
Bevis Longstreth,David K. Storrs, singly or together, with power of substitution in each, to
represent me and cast my vote at CREF's annual meeting,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 proxies will vote at
their discretion on any new matters that may properly come before theCREF annual meeting or ifwill be
held on November 9, 1999, at 10:00 am. at CREF's home office, 730 Third Avenue,
New York, New York.
The Board of Trustees recommends a nominee is not availablevote
"FOR" all Nominees for election.
___________ _______________
SUBMIT REVISE BALLOT
___________ _______________
COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.Trustee and
"FOR" Approval of the Independent Auditors.
The Board of Trustees recommends a vote
"AGAINST" Participant Proposals I, II, III and IV.
- --------------------------------------------------------------------------------
CHECK THIS BOX TO CAST YOUR VOTE IN ACCORDANCE WITH ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECTTHE BOARD OF TRUSTEES'
___
RECOMMENDATIONS |
FOR All Nominees Withhold
(Unless Noted As To All
Below) Nominees
__ __
l. Election of Trustees. | |
Nominees:
Nancy L. Jacob, Martin L. Leibowitz, Bevis Longstreth, Eugene C. Sit
Check the box for the Nominee(s) from whom you wish to WITHHOLD your vote:
___ ___
| Nancy L. Jacob | Martin L. Leibowitz
___ ___
| Bevis Longstreth | Eugene C. Sit
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
- ------------------------------------------------------------------------------
PROXY CONFIRMATION
PLEASE REVIEW YOUR VOTING INSTRUCTIONS INDICATED BELOW.
You can either
For Against Abstain
___ ___ ___
2. Approval of Ernst & Young LLP as auditors. | | |
3. Participant Proposal I
(relating to Freeport McMoRan Copper and Gold, Inc. stock) For Against Abstain
___ ___ ___
A) Stock | | |
For Against Abstain
___ ___ ___
B) Global Equities | | |
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 | | |
For Against Abstain
___ ___ ___
5. Participant Proposal III (relating to an S&P 500 index account) | | |
For Against Abstain
___ ___ ___
6. Participant Proposal IV (relating to a social choice equity account) | | |
- -----------------------------------------------------------------------------------------------------------
To submit your instructions or revise what you have entered.
PROPOSALvote please click the button below.
(YOUR VOTE WILL NOT BE COUNTED UNTIL THE SUBMIT YOUR VOTE BUTTON IS CLICKED.)
SUBMIT YOUR VOTE
CEEF
VOTE
BY NET
Please review your vote. If this is incorrect, please use the Back button on
your browser, change your vote and resubmit. Your proxy vote has been recorded
as follows:
================================================================================
1. Election of trustees
Vote all Nominees
____________________________________________________________
PROPOSALTrustees.
================================================================================
2. Approval of Ernst & Young LLP as auditors.
____________________________________________________________
PROPOSAL================================================================================
3. Participant proposalProposal 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.)(relating to Freeport McMoRan Copper and Gold, Inc.
stock)
A) GrowthStock
================================================================================
B) Global Equities
================================================================================
4. Participant Proposal II (relating to CREF's tobacco-related investments)
(All accounts except the Social Choice Account)
A) Growth
================================================================================
B) Global Equities
================================================================================
C) Equity Index
================================================================================
D) Stock
================================================================================
E) Money Market
================================================================================
F) Bond Market
================================================================================
G) Inflation-Linked Bond
_____________________________________________________________
___________ ___________
SUBMIT REVISE
___________ ___________
COPYRIGHT C 1998================================================================================
5. Participant Proposal III (relating to an S&P 500 index account)
================================================================================
6. Participant Proposal IV (relating to a social choice equity account)
================================================================================
If this is correct, please click the Proceed button.
PROCEED
CREF
VOTE Success! Your vote has been cast and will be tabulated by the
BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDEDNET 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
------------------
CREF
VOTE Please enter your future nominee suggestions in the box below
BY SHAREHOLDER DIRECT
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
- ------------------------------------------------------------------------------
THANK YOU FOR YOUR PARTICIPATION.
Please fill in any ofNET and then press the following that apply:
1. Please change my address:
My new address is:
---------------------------------------Submit button.
_____________________________
Your Name*: |
_____________________________
E-mail address*: |
_____________________________
Daytime Phone*: |
_____________________________
Subject: | Future Nominees
Suggestions:
-----------------------------------------------
|
|
|
|
|
|
|
|
|
|
| |
---------------------------------------* These fields are optional.
SUBMIT
CREF - 1999 TELEPHONE VOTING SCRIPT
All system directions are stated in {BOLD ITALIC}.
1. Welcome to the electronic voting system. Please have your proxy card
available before voting.
2. SuggestionsEnter the Voter Control Number as it appears on the proxy card, followed by
the pound sign.
3. One moment please while we verify your information.
4. Enter the last four digits of the U.S. taxpayer identification number for
futurethis account, followed by the pound sign.
5. You are voting your 1999 CREF nominees (Please include affiliation):
---------------------------------------
| |
| |
| |
| |
| |
| |
---------------------------------------
3. If you would likeProxy solicited by its Board of Trustees.
{pronounce CREF phonetically}
6. Only participants in certain accounts are eligible to receive an e-mail confirmationvote 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.
7. To vote ALL proposals in accordance with the recommendations 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: ----------------------------
| |
| |
----------------------------
_____________
SUBMIT
_____________
COPYRIGHT C 1998 BY BOSTON EQUISERVE, L.P. AND DIRECT REPORT CORPORATION.
ALL RIGHTS RESERVED.
INTERNET SERVICES PROVIDED BY SHAREHOLDER DIRECT
[BOSTON EQUISERVE LOGO] [CREF LOGO]
INTERNET BALLOT SERVICES
- ------------------------------------------------------------------------------
Thank you for your participation.Board
of Trustees press 1. If you wish to vote on each proposal one at a time,
press 2.
{IF 1, GO TO 36}
{IF 2, GO TO 8}
8. You will now vote for the Trustee Nominees. The Board of Trustees
recommends a vote FOR each of the nominees listed on your ballot.
9. ITEM # 1 To vote FOR ALL nominees press 1. To WITHHOLD FROM ALL nominees
press 2. To WITHHOLD FROM INDIVIDUAL nominees press 3.
{IF 1, GO TO 10}
{IF 2, GO TO 10}
{IF 3, GO TO NOMINEE EXCEPTION WITHHOLDING}
{NOMINEE EXCEPTION WITHHOLDING:}
For each nominee from whom you wish to withhold your vote enter the 2-digit
number after the nominee names listed on the proxy. Press the pound sign if you
have completed your withholding.
{IF #, GO TO 10.}
{IF VALID NOMINEE NUMBER, GO TO NEXT NOMINEE.}
{NEXT NOMINEE, DID NOT PRESS #:}
To withhold your vote from another nominee enter the 2-digit number next to the
name listed on the proxy card, or if you have completed your withholding, press
the pound sign.
{IF #, GO TO 10.}
{IF VALID NOMINEE NUMBER, GO TO NEXT NOMINEE.}
10. You will now vote on the approval of Ernst & Young LLP as auditors. The
Board of Trustees recommends a vote FOR this proposal.
11. ITEM # 2. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
12. Only participants in the CREF Stock Account and CREF Global Equities
Account are eligible to vote on Participant Proposal 1. The Board of
Trustees recommends a vote AGAINST this proposal.
13. Participant Proposal 1 relating to Freeport McMoRan Copper and Gold stock.
14. ITEM # 3. This vote applies to your CREF Stock Account holdings, #3a on the
ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
15. Participant Proposal 1 relating to Freeport McMoRan Cooper and Gold stock).
16. ITEM # 4. This vote applies to your CREF Global Equities Account holdings,
#3b on the ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
17. Participants in all accounts except the CREF Social Choice Account are
eligible to vote on Participant Proposal 2. The Board of Trustees
recommends a vote AGAINST this proposal.
18. Participant Proposal 2 relating to CREF's tobacco-related investments.
19. ITEM # 5. This vote applies to your CREF Growth Account holdings, #4a on
the ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
20. Participant Proposal 2 relating to CREF's tobacco-related investments.
21. ITEM # 6. This vote applies to your CREF Global Equities Account holdings,
#4b on the ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
22. Participant Proposal 2 relating to CREF's tobacco-related investments.
23. ITEM # 7. This vote applies to your CREF Equity Index Account holdings, #4c
on the ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
24. Participant Proposal 2 relating to CREF's tobacco-related investments.
25. ITEM # 8. This vote applies to your CREF Stock Account holdings, #4d on the
ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
26. Participant Proposal 2 relating to CREF's tobacco-related investments.
27. ITEM # 9. This vote applies to your CREF Money Market Account holdings, #4e
on the ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
28. Participant Proposal 2 relating to CREF's tobacco-related investments.
29. ITEM # 10. This vote applies to your CREF Bond Market Account holdings, #4f
on the ballot. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
30. Participant Proposal 2 relating to CREF's tobacco-related investments.
31. ITEM # 11. This vote applies to your CREF Inflation-Linked Bond Account
holdings, #4g on the ballot. To vote FOR, press 1; AGAINST, press 2;
ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
32. Participant Proposal 3 relating to an S&P 500 index account. The Board of
Trustees recommends a vote AGAINST this proposal.
33. ITEM # 12. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
34. Participant Proposal 4 relating to a social choice equity account. The Board
of Trustees recommends a vote AGAINST this proposal.
35. ITEM # 13. To vote FOR, press 1; AGAINST, press 2; ABSTAIN press 3.
{IF 1, GO TO THE NEXT ITEM.}
{IF 2, GO TO THE NEXT ITEM.}
{IF 3, GO TO THE NEXT ITEM.}
36. You have cast a TIAA ballotyour vote as follows:
37. To confirm your vote, press 1. To cancel your vote, press 2.
38. Your vote has been successfully recorded. It is not necessary for you to
mail in your proxy card. If you wish to vote another proxy card 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
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.
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.
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.
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:hang up and call back. Thank You. And Good-bye.
VOICE ARTIST: Female
MESSAGE: THANK-YOU FOR PARTICIPATING. GOOD BYE.you.