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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

DIVISION OF May 10,2013 INVESTME NT MANAGEMENT

Phillip T. Rollock Senior Managing Director and Corporate Secretary College Retirement Equities Fund 730 Third Avenue New York, NY 10017-3206

Re: College Retirement Equities Fund ("Fund") Shareholder Proposal of Sandra M. Fox

Dear Mr. Rollock:

In a letter dated March 22, 2013, you notified the staff of the Securities and Exchange Commission ("Commission") that the Fund intends to omit from its proxy materials for its 2013 annual meeting a shareholder proposal submitted by Sandra M. Fox in a letter dated January 26, 2013. 1 The proposal provides:

THEREFORE BE IT RESOLVED that the participants request that TIAA-CREF exclude health insurance companies from the portfolio fund of CREF-Social Choice, in accordance with reasonable expectations for socially responsible investing.

There appears to be some basis for your view that the proposal may be omitted from the Fund's proxy materials pursuant to Rule 14a-8(i)(7) under the Securities Exchange Act of 1934, as relating to CREF' s ordinary business operations.

Accordingly, the Division ofInvestment Management ("Division") will not recommend enforcement action to the Commission ifthe Fund omits the proposal from its proxy materials in reliance on Rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission set forth in your letter.

Because our position is based upon the facts recited in your letter, different facts or conditions or additional facts or conditions may require a different conclusion. Further, this response only expresses our position on enforcement action under Rule 14a-8 and does not express any legal conclusion on the issues presented.

We also received a letter submitted on behalf ofthe proponent dated March 27 , 2013, and a letter from the Fund dated April 22, 2013 . Phillip T. Rollock May 10,2013 Page 2 of2

Attached is a description of the infonnal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 551-6795.

Sincerely, 4J 6Jk~ Deborah D. Skeens Senior Counsel Insured Investments Office

Attachment cc: Sandra M. Fox DIVISION OF INVESTMENT MANAGEMENT

INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of Investment Management believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by an investment company in support ofits intention to exclude the proposals from the investment company's proxy material, as well as any information furnished by the proponent's representative.

The staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative ofthe statute or rule involved. The receipt by the staff ofsuch information, however, should not be construed as changing the staffs informal procedures and proxy review into a formal or adversary procedure.

The determination reached by the staff in connection with a shareholder proposal submitted to the Division under Rule 14a-8 does not and cannot purport to "adjudicate" the merits of an investment company's position with respect to the proposal. Only a court, such as a U.S. District Court, can decide whether an investment company is obligated to include shareholder proposals in its proxy material. Accordingly, a discretionary detennination not to recommend or take Commission enforcement actions, does not preclude a proponent, or any shareholder of an investment company, from pursuing any rights he or she may have against the investment company in court, should the management omit the proposal from the investment company's proxy material.

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widely-accepted widely-accepted certain certain Account investments in an entire industry (i.e., health insurance companies) - the very essence of the Account's day-to-day business operations (i.e., the buying and selling of portfolio securities). A review of the Staffs responses to various healthcare reform proposals leads to the conclusion that the Staff distinguishes those proposals requesting a company adopt broad reform principles from proposals that contemplate further action from a company.16 Accordingly, we do not believe that the Proposal qualifies as a significant "social policy" matter, and thus is excludable pursuant to Rule 14a-8(i)(7).

B. The Proposal may be excluded under Rule 14a-8(i)(10) because the essential objectives of the Proposal already have been substantially implemented.

Rule 14a-8(i)(10) permits omission of a shareholder proposal if "the company has already substantially implemented the proposal."

The Proposal calls on the Account to divest from, and prohibit future investment in, all health insurance companies because such companies allegedly engage in unethical business practices. The Account however, is already subject to well-established, transparent Board-approved ESG criteria that screen potential investments based, in part, on the issuer's business practices. Moreover, the Account also is subject to TIAA-CREF's policies for engagement with portfolio companies, when judged appropriate, on a broad range of matters including the ethical business practices of such portfolio companies, and divestiture when judged appropriate. Accordingly, the Account has substantially implemented the essential objectives ofthe Proposal. 17

The Staff has stated that "a determination that [a] [c]ompany has substantially implemented the proposal depends upon whether its particular policies, practices and procedures compare favorably with the guidelines of the proposal." 18 Significantly, when applying the substantial implementation standard, a proposal need not be "fully effected."19

16 See, e.g., Wyeth, SEC No-Action Letter (pub. avail. Feb. 25, 2008) and CVS Caremark Corp., SEC No-Action Letter (pub. avail. Jan. 31, 2008) (permitting exclusion of a proposal that asked the board of a company to both adopt principles for healthcare reform and to report annually on how it is implementing those principles). See also Int'l Business Machines Corp., SEC No Action Letter (pub. avail. Dec. 17, 2008) (permitting exclusion of a proposal requiring a company to provide shareholders with information about employee health benefits and to join other companies in supporting a national health insurance system). 17 By way of background TIAA-CREF, organization-wide, has three strategies regarding socially responsible investing: ( 1) the incorporation of environmental, social and governance factors into investment analysis and portfolio construction, (2) shareholder advocacy, and (3) community investing. See Sustainable Investing at TIAA-CREF: 2012 Socially Responsible Investing Report, at 3 (2012). 18 See Texaco Inc., SEC No-Action Letter (pub. avail. March 28, 1991). 19 SEC Release No. 34-20091, 48 FR 35082 (August 16, 1983).

Page 7 of 10 Rather, the Staff will grant no-action assurance when a company has implemented the essential objective of a proposal, even in cases where the company's actions do not fully comply with the specific dictates ofthe proposal. 20

The Account engages MSCI, Inc., an independent research provider, for the purpose of providing the Account's ESG-eligible investments. All issuers must meet or exceed minimum ESG performance standards to be eligible for investment by the Account. The ESG screening process favors issuers that outperform on such criteria relative to peers. The ESG evaluation is industry-specific in that it identifies indicators key to the industry, which are then over-weighted in the analysis as compared to the broader range of potential comparative indicators. Underperformance on certain criteria metrics does not automatically cause an issuer to be excluded as an eligible investment for the Account. The ESG performance assessment reviews various industries and sectors, including health insurance companies, and often considers the types of issues identified in the Proposal. For example, in considering whether a particular health insurance company is managed in an "exemplary and ethical manner," the ESG assessment already takes into consideration controversies over policy cancellations, delayed or inaccurate reimbursements or other contract issues relating to insured persons. In fact, certain health insurance companies have been excluded from the Account due, in part, to the types of concerns raised by the Proponent. In addition to these procedures, TIAA-CREF's corporate governance group has established procedures for monitoring and, if appropriate, engaging portfolio companies, as well as divestment in rare circumstances.21 Accordingly, these policies and procedures substantially address the main objective of the Proposal without implementing an overly broad policy that would exclude all health insurance companies, even those that are not engaged in the practices cited by the Proponent.

In this case, the essential objective of the Proposal requests the Account not invest in health insurance companies because, according to the Proposal, such companies engage in unethical business practices, and therefore, in the Proponent's view, the entire health insurance industry should be ineligible when applying the Account's ESG criteria. The Account however, already has adopted procedures to review and determine eligibility for investments in the Account, including an assessment of the types of concerns raised by the Proposal. Accordingly, the Policy Statement and CREF's practices thereunder, in particular the Account's ESG criteria, address the Proposal's overarching essential objective - the Account's divestment from companies that are not "managed in an exemplary and ethical manner."22 The fact that the Proponent disagrees with the implementation of these policies,

20 See, e.g., Freeport-McMoRan Copper & Gold, Inc., SEC No-Action Letter (pub. avail. Mar. 5, 2003) (company already had implemented a human rights policy, even though the specific elements of the policy did not meet the shareholder proponent's objectives); see also AMR Corp., SEC No-Action Letter (pub. avail. Apr. 17, 2000) and Kmart Corp., SEC No-Action Letter (pub. avail. Mar. 12, 1999). 21 Policy Statement at 4. 22 Proposal at l citing the Account's Prospectus dated May l, 2012.

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William J. Kotapish, Esq. Assistant Director Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549

Re: College Retirement Equities Fund-2013 Annual Meeting Rebuttal to TIAA-CREF's Request for Omission of Shareholder Proposal of Sandra M. Fox and Rev. Dr. Johanna W.H. van Wijk-Bos

Dear Mr. Kotapish:

I am writing on behalf of Rev. Dr. Johanna W. H. van Wijk-Bos and myself, co-signers of a Proposal for a Shareholders Resolution to TIAA-CREF regarding CREF-Social Choice Holdings in Health Insurance

Companies. The purpose of this letter is to provide a rebuttal to the communication dated March 22, 2013 sent to you from Phillip T. Rollock, Senior Managing Director and Corporate Secretary of the College Retirement Equities Fund of TIAA-CREF. Asyou know, Mr. Rollock seeks omission of our proposal. Mr. Rollock's analysis requests exclusion of the proposal on the basis of three premises, with reference to allowances under Rule 14a-8 of the Securities Exchange Act of 1934:

1) that the proposal interferes with "CREF's ordinary business operations," subjecting "fundamental management functions... to an inappropriate level of shareholder oversight and

issuesthatwould justify micro-management" and i'does not raise significant isocial policy' an

exception from the ordinary business exclusion;"

2) that the proposal "may be excluded... because the essential objectives of the Proposal already have been substantially implemented;" and

3) that the proposal "contains false and misleading statements."

Regarding these premises, CREF-Social Choice is advertised as a socially responsible fund that adheres to specific social criteria for inclusion in the fund, including the criterion that companies be "managed in an ~xempiary and ethical mannet' (TIAA-CREF Summary Prospectus). Certain industries are already excluded from this fund, such as tobacco, gambling, and alcohoL. At a meeting arranged for us by TIAA CREF, MSCllnc., the vendor selected by CREF to rate companies for inclusion or exclusion in the fund, acknowledged that U.S. health insurance companies lack transparency and that it is particularly challenging to rate these companies (meeting with Eric Fernald and staff of MSCI, 88 Pine St., NYC,

March 30, 2012). A copy of the Staff Report for Chairman Rockefeller, dated April 15, 2010, from the Committee on Commerce, Science, and Transportation's Office of Oversight and Investigations, called "Implementing Health Insurance Reform: New Medical Loss Ratio Information for Policymakers and Consumers," confirms this lack of transparency and was one of several documents included in the folders provided to MSCI and TIAA-CREF staff in our face-to-face meetings with each group, March 30th and April2ih, 2012, respectively. According to the Staff Report:

"Chairman Rockefeller sent letters to the 15 largest health insurers asking for more information about how these companies spend their policyholders' premium dollars... the largest for-profit

health insurers resisted Chairman Rockefellets request for medical loss ratio ...they informed

the Committee that medical loss ratio information broken down by state and market segment was 'proprietary' and 'business sensitive.' These companies' failure to voluntarily provide this

information was troubling because segmented medical loss ratios are extremely useful information for individuals or small businesses trying to purchase health insurance in a particular market."(p. 2)

For this reason, we take particular issue with the allegation that our proposal/contains false and misleading statements" and that our concern does not raise "social policý' issues. Certainly, the practices of health insurance companies, which significantly impact the lives of individuals and families, come under the category of "social policy." Congressional hearings on their behavior, most notably that of the common practice of "rescission" and denial of treatment, are known to have caused the premature death of individuals. Extensive investigative reporting by Lisa Girion of the LA TIMES has also documented this practice as commonplace throughout the industry, in spite of millions of dollars in fines (see, for example, "Health Insurers' Rescission Practices are Exposed to More Scrutiny," Jan. 2, 2010, and "Health Insurers Refuse to Limit Rescission of Coverage," June 17, 2009, both in the LA TIMES). The proposal references testimony given under oath by former executives who worked in the industry.

Further, there is significant evidence of financial harm done by the health insurance industry, through rampant premium increases and so-called "cost-sharing." Research by Himmelstein, MD, et 01 from Harvard indicates that medical debt contributed to 62.1% of personal bankruptcies in 2007, and that three quarters of those individuals had health insurance ("Medical Bankruptcy in the United States, 2007: Results of a National Study," The American Journal of Medicine, Vol xx, No x, 2009).

Finally, we do not agree with Mr. Rollock's second premise that "the essential objectives ofthe Proposal already have been substantially implemented." Frankly, we see no indication of this.

Your attention is greatly appreciated as you formulate your decision regarding the legitimacy of our

proposaL.

Sincerely,

~.~Sandra M. Fox

Cc: Rev. Dr. Johanna W.H.van Wijk-Bos; Phillip Rollock

Attachment: Copy of Shareholder Proposal PROPOSAL OF SHAREHOLDER'S RESOLUTION TO TIAA-CREF

RE: CREF-SOCIAL CHOICE HOLDINGS IN HEALTH INSURANCE COMPANIES

Whereas, we and many other TIAA-CREF participants with holdings in CREF-Social Choice believe that these funds should be invested in socially responsible companies that do not routinely harm individuals and are "managed in an exemplary and ethical mannet' (the latter is one of five social criteria listed in the TIAA-CREF Summary Prospectus as factors guiding fund inclusion);

Whereas the inclusion of Aetna, CIGNA, Coventry Health Care, Humana, and Wellpoint violates these expectations;

Whereas, there is ample evidence that the health insurance industry in this country routinely harms individuals and is rife with unethical behavior, as documented by Linda Peeno, M.D., who as a former medical reviewer testified about the harmful and unethical practices of the health insurance industry in 1996 and again on September 16, 2009, before the Oversight and Government Reform Committee;

Whereas, additional testimony has been provided by Wendell Potter, a former executive at both Humana and CIGNA, who wrote about the practices of these companies in his 2010 book Deadly Spin: An Insurance Company Insider Speaks Out on How Corporate PR is Kil/ing Health Care and Deceiving Americans;

Whereas, Potter left CIGNA in 2008 after 20 years in the industry and testified to a U.S. Senate Commerce, Science, and Transportation Committee on June 24, 2009 that "insurance companies make promises they have no intention of keeping...f1out regulations designed to protect consumers... make it nearly impossible to understand-or even obtain-information needed by consumers... routinely cancel the coverage of policy-holders who get sick, and ...'purge' small businesses when employees' medical claims exceed what underwriters expected (p. 11)";

Whereas, on June 17, 2009, health insurance executives from WellPoint, United Health Group, and Assurant testified before the U.S. House Subcommittee on Oversight and not only admitted to their company's practice of rescission, or cancelling people's insurance when they become very ill, but refused to stop the practice;

Whereas, health insurance companies make money by denying coverage, raising premiums, and increasing out-of-pocket costs, and spend 15-30% of the healthcare dollar on administrative overhead (including profit, exorbitant executive salaries, and marketing costs) compared to less than 2% for traditional Medicare;

Whereas, these practices result in spiraling healthcare costs, worsening health, premature loss of life, and bankruptcy for countless Americans;

Whereas, given the injustices perpetrated by this industry, it is no surprise that a majority of Americans support a Medicare for All system (Kaiser Health Tracking Poll, July 2009); Whereas, a single-payer, Improved Medicare for All system would provide excellent coverage to all by taking the private health insurance companies out of the equation and putting the needs of patients before profit;

THEREFORE BE IT RESOLVED that the participants request that TIAA-CREF exdud~,health insurance companies from the portfolio fund of CREF-Spcial Choice, in accordance with reasonable expectations for socially responsible investing.

Submitted by:

¡;J-~-~'ISandra M. Fox ijk-Bos ÕìV i_it:'/O

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