Securities Exchange Act of 1934
The College Retirement Equities Fund
Dear Ms. Pierre-Merritt:
In a letter dated March 13, 2008 and amended on April 29, 2008, on behalf of the College Retirement Equities Fund ("Fund"), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission if the proposed shareholder resolution and supporting statement ("Proposal") submitted under a cover letter dated February 15, 2008, by Mary Haskell-Sandler, a shareholder of the Fund, is omitted from the proxy materials for the next annual shareholder meeting of the Fund scheduled for July 15, 2008.
The proposed shareholder resolution is as follows:
RESOLVED: Shareholders request that the Board institute procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.
You request our assurance that we would not recommend enforcement action if the Fund omits the Proposal from the proxy materials for the next scheduled shareholder meeting of the Fund pursuant to rule 14a-8(e) and rule 14a-8(f) under the Securities Exchange Act of 1934. These rules provide that a registrant may exclude a proposal if the proposal is submitted after the registrant's properly determined deadline for such submission.
There appears to be some basis for your view that the fund may exclude the Proposal under rules 14a-8(e) and 14a-8(f) because the Fund received it after the deadline for submitting proposals. We note in particular your representation that the Fund received the Proposal after this deadline and Ms. Haskell-Sandler's statements regarding the dates on which the Proposal was mailed and received by the Fund. Accordingly, we will not recommend enforcement action to the Commission if the Fund omits the Proposal from its proxy materials in reliance on rules 14a-8(e) and 14a-8(f).
Attached is a description of the Division of Investment Management's informal procedures regarding shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 551-6754.
Office of Insurance Products
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