Correspondence 0000930413-25-001450 from COLLEGE RETIREMENT EQUITIES FUND (CIK 0000777535)
COLLEGE RETIREMENT EQUITIES FUND (CIK 0000777535)
Date: April 25, 2025 · CIK: 0000777535 · Accession: 0000930413-25-001450
AI Filing Summary & Sentiment
File numbers found in text: 811-04415
Letter
VIA EDGAR Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: College Retirement Equities Fund (“CREF”) Post-Effective Amendment No. 63 to Registration Statement on Form N-3 (File Nos. 33-00480 and 811-04415)
Dear Mr. Bellacicco:
On behalf of CREF, this document responds to additional comments you relayed to us on April 22, 2025, regarding CREF’s Post-Effective Amendment No. 63 filing on Form N-3 under Rule 485(a) of the Securities Act of 1933 (the “Securities Act”), as amended, with the Securities and Exchange Commission (“SEC”). These comments are in addition to comments from you received on April 16, 2025 that we have responded to in a prior letter (the “First Comment Letter”). We are filing this response on EDGAR in advance of filing Post-Effective Amendment No. 64 on Form N-3 under Rule 485(b) of the Securities Act on April 28, 2025 (the “Amendment”), which will go effective on May 1, 2025. The main purposes of the Amendment are to implement one Account’s updated investment strategy, to incorporate disclosure on one Account’s Cayman subsidiary and to generally update CREF’s registration statement with new financial information.
To facilitate the orderly filing of the Amendment, we would appreciate any comments you might have on our responses by April 28, 2025.
1. The staff reissues comments #4-5 from the First Comment Letter to add the requested disclosure regarding compliance by the Social Choice Account’s Cayman subsidiary (the “Subsidiary”) with Sections 15 and 17 of the Investment Company Act of 1940, as amended (the “1940 Act”).
The Registrant declines to add the requested disclosure. The Account is aware of the requirements of Section 48(a) of the 1940 Act, which prohibits the Account from doing indirectly “through or by means of any other person” (i.e., its Subsidiary) what it is prohibited from doing directly. As such, the Subsidiary will not engage in any activity prohibited by the 1940 Act that would cause the Account to violate Section 48(a). For example, if the Account were to cause its Subsidiary to engage in transactions otherwise prohibited by Section 17 of the 1940 Act if such transactions occurred at the Account-level, the Account may be in violation of Section 17 by virtue of the application of Section 48(a).
2. Please add the last sentence from your response to Comment #6 in the First Comment Letter to the existing prospectus Subsidiary disclosure.
We have added this sentence to CREF’s statutory prospectus disclosure.
* * * *
We believe that this information is responsive to your comments. However, if you have any questions, please do not hesitate to call me at (704) 988-4446.
Very truly
yours,
/s/ Rachael Zufall
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CORRESP
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filename1.htm
VIA EDGAR
April 25, 2025
Christopher R. Bellacicco
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: College
Retirement Equities Fund (“CREF”) Post-Effective Amendment No. 63 to
Registration Statement on Form N-3 (File Nos. 33-00480
and 811-04415)
Dear Mr. Bellacicco:
On behalf of CREF,
this document responds to additional comments you relayed to us on April 22, 2025, regarding CREF’s Post-Effective Amendment No.
63 filing on Form N-3 under Rule 485(a) of the Securities Act of 1933 (the “Securities Act”), as amended, with the Securities
and Exchange Commission (“SEC”). These comments are in addition to comments from you received on April 16, 2025 that we have
responded to in a prior letter (the “First Comment Letter”). We are filing this response on EDGAR in advance of filing Post-Effective
Amendment No. 64 on Form N-3 under Rule 485(b) of the Securities Act on April 28, 2025 (the “Amendment”), which will go effective
on May 1, 2025. The main purposes of the Amendment are to implement one Account’s updated investment strategy, to incorporate disclosure
on one Account’s Cayman subsidiary and to generally update CREF’s registration statement with new financial information.
To facilitate the orderly filing of the
Amendment, we would appreciate any comments you might have on our responses by April 28, 2025.
1.
The staff reissues comments #4-5 from the First Comment Letter to add the requested disclosure regarding
compliance by the Social Choice Account’s Cayman subsidiary (the “Subsidiary”) with Sections 15 and 17 of the Investment
Company Act of 1940, as amended (the “1940 Act”).
The Registrant
declines to add the requested disclosure. The Account is aware of the requirements of Section 48(a) of the 1940 Act, which prohibits the
Account from doing indirectly “through or by means of any other person” (i.e., its Subsidiary) what it is prohibited from
doing directly. As such, the Subsidiary will not engage in any activity prohibited by the 1940 Act that would cause the Account to violate
Section 48(a). For example, if the Account were to cause its Subsidiary to engage in transactions otherwise prohibited by Section 17 of
the 1940 Act if such transactions occurred at the Account-level, the Account may be in violation of Section 17 by virtue of the application
of Section 48(a).
2.
Please add the last sentence from your response to Comment #6 in the First Comment Letter to the
existing prospectus Subsidiary disclosure.
We have added this sentence to
CREF’s statutory prospectus disclosure.
* * * *
We believe
that this information is responsive to your comments. However, if you have any questions, please do not hesitate to call me at (704) 988-4446.
Very truly
yours,
/s/ Rachael Zufall
Rachael Zufall