<PAGE> 1
As filed with the Securities and Exchange Commission on August 18, 1998
File No. 333-________
File No. 811-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [_]
Post-Effective Amendment No. ___ [_]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. ___ [_]
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
(Exact Name of Registrant)
TIAA-CREF LIFE INSURANCE COMPANY
(Name of Depositor)
730 Third Avenue
New York, New York 10017
(800) 842-2733
(Address and Telephone Number of Depositor's Principal Executive Offices)
Peter C. Clapman, Esq.
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017
(Name and Address of Agent for Service of Process)
Copy to:
Steven B. Boehm, Esq.
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D. C. 20004-2415
Approximate Date of Proposed Public Offering:
As soon as practicable after effectiveness of the Registration Statement.
Title of Securities Being Registered:
Individual, Deferred Variable Annuity Contracts
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
<PAGE> 2
CROSS REFERENCE SHEET
Pursuant to Rule 495(a) under the Securities Act of 1933
Showing Location of Information Required by Form N-4
in Part A (Prospectus) and Part B (Statement of
Additional Information) of the Registration Statement
-------------------------------------------------------------------------
<TABLE>
<CAPTION>
Caption(s) in the Statement
Item of Form N-4 Caption(s) in the Prospectus of Additional Information
---------------- ---------------------------- -------------------------
PART A: INFORMATION REQUIRED IN A PROSPECTUS
<S> <C> <C>
1. Cover Page Cover Page
2. Definitions Definitions
3. Synopsis Summary
4. Condensed Financial Condensed Financial Information;
Information Performance Information
5. General Description of TIAA-CREF Life Insurance
Registrant, Depositor, Company and TIAA; The Separate
and Portfolio Account; TIAA-CREF Life Funds
Companies -- The Stock Index Account
6. Deductions and Summary; Charges
Expenses
7. General Description of The Contract -- The Accumulation
Variable Annuity Period
Contracts
8. Annuity Period The Contract -- The Annuity
Period
9. Death Benefit Death Benefits
10. Purchases and Contract The Contract -- The Accumulation
Value Period; Purchasing a Contract and
Remitting Premiums;
Accumulation Units
11. Redemptions The Contract -- The Accumulation
Period; Transfers; Cash
Withdrawals; and General
Considerations for All Transfers
and Cash Withdrawals
12. Taxes Federal Income Taxes
13. Legal Proceedings Legal Proceedings
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Caption(s) in the Statement
Item of Form N-4 Caption(s) in the Prospectus of Additional Information
---------------- ---------------------------- -------------------------
<S> <C> <C>
14. Table of Contents of Table of Contents for the
the Statement of Statement of Additional
Additional Information Information
PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
15. Cover Page Cover Page
16. Table of Contents Table of Contents
17. General Information TIAA-CREF Life Insurance
and History Company and TIAA; The Separate
Account; TIAA-CREF Life Funds
-- The Stock Index Account
18. Services
a. Fee and Expenses Summary; Charges
b. Management N/A
Contract
c. Custodian and Experts
Accountants
d. Affiliated Persons Distribution of the Contracts
e. Principal Distribution of the Contracts
Underwriter
19. Purchase of Securities The Contract -- The Accumulation
Being Offered Period
20. Underwriter Distribution of the Contracts
21. Calculation of Performance Information
Performance Data
22. Annuity Payments The Contract -- The Annuity
Period
23. Financial Statements Financial Statements
</TABLE>
PART C: OTHER INFORMATION
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this registration statement.
<PAGE> 4
PROSPECTUS
TIAA-CREF LIFE INSURANCE COMPANY
PERSONAL ANNUITY SELECT
INDIVIDUAL DEFERRED
VARIABLE ANNUITY CONTRACT
FUNDED THROUGH
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
_________, 1999
<PAGE> 5
PROSPECTUS
DATED _________, 1999
PERSONAL ANNUITY SELECT INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
FUNDED THROUGH
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 OF
TIAA-CREF LIFE INSURANCE COMPANY
This prospectus describes the Personal Annuity Select individual deferred
variable annuity contract offered by TIAA-CREF Life Insurance Company (TIAA-CREF
Life) and funded through the TIAA-CREF Life Separate Account VA-1 (the separate
account). Read it carefully before investing, and keep it for future reference.
The contract is designed for individual investors who desire to accumulate funds
on a tax-deferred basis for retirement or other long-term investment purposes,
and to receive future payment of those funds as lifetime income or through other
payment options. Whether the contract is available to you is subject to approval
by regulatory authorities in your state.
Contractowners may allocate premiums either to the separate account, which
currently has one investment account invested in the Stock Index Fund of the
TIAA-CREF Life Funds, or to a TIAA-CREF Life fixed account, or both.
As with all variable annuities, your accumulation in the variable component of
your contract can increase or decrease, depending on how well the investment
account, the Stock Index Fund, performs over time. TIAA-CREF Life doesn't
guarantee the investment performance of the Stock Index Fund, and you bear the
entire investment risk.
More information about the separate account and the variable component of the
contract is on file with the Securities and Exchange Commission (SEC) in a
"Statement of Additional Information" (SAI) dated _________, 1999. You can
receive it by writing us at TIAA-CREF Life, 730 Third Avenue, New York, New York
10017-3206 (attention: Central Services), or by calling 800 842-2733, extension
5509. The SAI is "incorporated by reference" into the prospectus; that means
it's legally part of the prospectus. The SAI's table of contents is on the last
page of this prospectus. The SEC maintains a Website (www.sec.gov) that contains
the SAI, material incorporated by reference and other information regarding the
separate account.
THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY
A CURRENT PROSPECTUS OR PROFILE FOR THE TIAA-CREF LIFE FUNDS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE CONTRACT IS NOT A DEPOSIT OF THE TIAA-CREF TRUST COMPANY,
FSB, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY.
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<S> <C>
Definitions..............................................................................................3
Summary..................................................................................................4
TIAA-CREF Life Insurance Company and TIAA................................................................7
The Separate Account.....................................................................................8
TIAA-CREF Life Funds--The Stock Index Fund...............................................................8
Adding and Closing Accounts or Substituting Investment Portfolios........................................9
The Contract--The Accumulation Period...................................................................10
Charges.................................................................................................13
The Contract--The Annuity Period........................................................................14
Death Benefits..........................................................................................16
Timing of Payments......................................................................................17
Federal Income Taxes....................................................................................18
Condensed Financial Information; Performance Information................................................20
General Matters.........................................................................................20
Distribution of the Contracts...........................................................................22
Legal Proceedings.......................................................................................22
</TABLE>
This prospectus outlines the terms of the variable annuity issued by TIAA-CREF
Life. It doesn't constitute an offering in any jurisdiction where such an
offering can't lawfully be made. No dealer, salesman, or anyone else is
authorized to give any information or to make any representation in connection
with this offering other than those contained in this prospectus. If anyone does
offer you such information or representations, you shouldn't rely on them.
<PAGE> 7
DEFINITIONS
Throughout the prospectus, "TIAA-CREF Life," "we," and "our" refer to TIAA-CREF
Life Insurance Company. "You" and "your" mean any contractowner or any
prospective contractowner.
The terms and phrases below are defined so you'll know precisely how we're using
them. To understand some definitions, you may have to refer to other defined
terms.
1940 Act. The Investment Company Act of 1940, as amended.
Accumulation. The total value of your accumulation units.
Accumulation Period. The period that begins with your first premium and
continues as long as you still have an amount accumulated in either the separate
account or the fixed account.
Accumulation Unit. A share of participation in the separate account.
Annuitant. The natural person whose life is used in determining the annuity
payments to be received. The annuitant may be the contractowner or another
person.
Annuity Partner. The natural person whose life is used in determining the
annuity payments to be received under a survivor income option if the annuitant
dies. The annuity partner is also known as the second annuitant.
Beneficiary. Any person or institution named to receive benefits if you die
during the accumulation period or if you die while any annuity income or death
benefit payments remain due. You don't have to name the same beneficiary for
both of these two situations.
Business Day. Any day the New York Stock Exchange (NYSE) is open for trading. A
business day ends at 4 p.m. Eastern Time, or when trading closes on the NYSE, if
earlier.
Calendar Day. Any day of the year. Calendar days end at the same time as
business days.
Contract. The fixed and variable components of the individual, flexible premium,
deferred annuity described in this prospectus.
Contractowner. The person (or persons) who controls all the rights and benefits
under a contract.
Fixed Account. The component of the contract guaranteeing principal plus a
specified rate of interest supported by assets in TIAA-CREF Life's general
account.
General Account. All of TIAA-CREF Life's assets other than those allocated to
the separate account or to any other TIAA-CREF Life separate account.
Income Option. Any of the ways you can receive annuity income, which must be
from the fixed account.
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<PAGE> 8
Internal Revenue Code (IRC). The Internal Revenue Code of 1986, as amended.
Premium. Any amount you invest in the contract.
Separate Account. TIAA-CREF Life Separate Account VA-1, which was established by
TIAA-CREF Life under New York State law to fund your variable annuity. The
separate account holds its assets apart from TIAA-CREF Life's other assets.
Survivor Income Option. An option that continues lifetime annuity payments as
long as either the annuitant or the annuity partner is alive.
TIAA. Teachers Insurance and Annuity Association of America, TIAA-CREF Life's
parent company.
TIAA-CREF Life. TIAA-CREF Life Insurance Company.
Valuation Day. Any day the NYSE is open for trading, as well as the last
calendar day of each month. Valuation days end as of the close of all U.S.
national exchanges where securities or other investments of the separate account
are principally traded. Valuation days that aren't business days end at 4 p.m.
Eastern Time.
SUMMARY
Read this summary together with the detailed information you'll find in the rest
of the prospectus.
WHAT IS THE PERSONAL ANNUITY SELECT VARIABLE ANNUITY CONTRACT?
The contract is an individual, flexible premium (you can contribute varying
amounts) deferred annuity, whose variable component is funded by the TIAA-CREF
Life Separate Account VA-1, a separate investment account of TIAA-CREF Life. The
contract accepts only after-tax dollars (i.e., your contributions can't be
excluded from your gross income for tax purposes). It is available to you
subject to applicable state regulatory approval.
Currently, the separate account has only one investment account, which invests
in shares of the Stock Index Fund of the TIAA-CREF Life Funds. The value of
accumulation units credited to your contract and the amount of the variable
annuity payments depend on the investment experience of the Stock Index Fund.
TIAA-CREF Life does not guarantee the investment performance of the separate
account. Thus, you bear the full investment risk for all amounts contributed to
the separate account.
Like earnings from other annuity products, earnings on your accumulations in the
separate account aren't taxed until withdrawn or paid as annuity income.
4
<PAGE> 9
WHAT EXPENSES MUST I PAY UNDER THE CONTRACT?
Here's a summary of the direct and indirect expenses under the contract.
<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES
Sales load imposed on purchases (as a percentage of premiums).........................................None
Deferred sales load
(as a percentage of premiums or amount surrendered, as applicable)...........................None
Premium taxes.................................................................................See below(1)
Surrender fees (as a percentage of amount surrendered)................................................None
Exchange fee..........................................................................................None
ANNUAL CONTRACT FEE............................................................................................None
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
Mortality and expense risk fees (current)(2) ....................................................... 0.10%
Account fees and expenses............................................................................0.20%
Total separate account annual expenses(2)............................................................0.30%
FUND ANNUAL EXPENSES (as a percentage of fund average net assets)
TIAA-CREF Life Funds-
Stock Index Fund
Management fee (investment advisory)(after fee waiver) (3)...........................................0.07%
Other expenses......................................................................................[None]
Total fund annual expenses (after fee waiver)(3).....................................................0.07%
TOTAL ANNUAL EXPENSES(3)(4)...................................................................................0.37%
</TABLE>
(1) Several states assess premium taxes on premiums paid under the
contract. Where TIAA- CREF Life is required to pay this premium tax, it
may deduct an amount equal to the amount of the premium tax paid from
any premium payment. TIAA-CREF Life currently intends to make this
deduction from premium payments only in [South Dakota]. In the
remaining states that assess premium taxes, a deduction will be made
only upon annuitization, death of the owner, or surrender. See "Other
Charges and Expenses," page .
(2) TIAA-CREF Life reserves the right to increase the mortality and expense
risk charge to a maximum of 1.00% per year. TIAA-CREF Life guarantees
that total separate account annual expenses will not exceed 1.20%.
(3) Although Teachers Advisors, Inc. (Advisors), the Stock Index Fund's
investment adviser, is entitled to an annual fee of 0.30% of the fund's
average daily net assets, it has voluntarily agreed to waive a portion
of its fee. If Teachers Advisors imposed the full amount of its fee,
total annual expenses under the contract would be 0.60%.
(4) If TIAA-CREF Life and Advisors imposed the full amount of the
administrative expense, mortality and expense risk and investment
advisory charges, total annual expenses would be 1.50%.
You will receive at least three months' notice before we raise any of these
charges.
5
<PAGE> 10
The next table gives an example of the expenses you'd incur on a hypothetical
investment of $1,000 in the Stock Index Fund investment account offered under
your contract over several periods. The table assumes a 5% annual return on
assets.
<TABLE>
<CAPTION>
ANNUAL EXPENSE DEDUCTIONS FROM NET ASSETS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
If you withdraw your entire accumulation at the end of
the applicable time period: $4 $12 $21 $47
If you annuitize at the end of the applicable time period: $4 $12 $21 $47
If you do not withdraw your entire accumulation: $4 $12 $21 $47
</TABLE>
These tables are to help you understand the various expenses you would bear
directly or indirectly as an owner of a contract. Remember that they don't
represent actual past or future expenses or investment performance. Actual
expenses may be higher or lower. For more information, see "Charges," page .
HOW DO I PURCHASE A CONTRACT?
To purchase a contract, you must complete an application and make an initial
payment of at least $250, or $25 under an automatic investment plan using
Electronic Funds Transfer (EFT). Additional contributions must be at least $25.
For details, see "Purchasing a Contract and Remitting Premiums," page __.
CAN I CANCEL MY CONTRACT?
You can examine the contract and return it to TIAA-CREF Life for a refund, until
the end of the "free look" period specified in your contract (which is a minimum
of 10 days, but varies by state). In states that permit it, we'll refund the
accumulation value calculated on the date that you returned the contract and the
refund request to us. In states that don't allow us to refund accumulation value
only, we'll refund the premiums you paid to the contract. We will consider the
contract returned on the date it's postmarked and properly addressed with
postage pre-paid or, if it's not postmarked, on the day we receive it. We will
send you the refund within 7 days after we get written notice of cancellation
and the return contract. If you live in a state that requires refund of
premiums, your premiums and transfers allocated to the separate account during
the "free look" period can't exceed $10,000. For details, see "Purchasing a
Contract and Remitting Premiums," page __.
CAN I TRANSFER OR MAKE CASH WITHDRAWALS FROM THE CONTRACT?
Currently, you can transfer funds from the separate (variable) account to the
fixed account as often as you like, but you can transfer from the fixed account
to the separate account no more than once every 180 days. All transfers must be
for at least $250 or your entire account balance. All cash withdrawals must be
for at least $1,000 or your entire account balance.
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<PAGE> 11
YOU MAY HAVE TO PAY A TAX PENALTY IF YOU WANT TO MAKE A CASH WITHDRAWAL BEFORE
AGE 59-1/2. For more, see "Income Options," page , and "Federal Income Taxes,"
page .
WHAT ARE MY OPTIONS FOR RECEIVING ANNUITY PAYMENTS UNDER THE CONTRACT?
All annuity payments are currently paid out of the fixed account. The contract
offers a variety of annuity options, including: One-Life Annuities, which pay
income as long as you live or until the end of a specified guaranteed period,
whichever is longer; Fixed-Period Annuities, which pay income for a period of
between 2 and 30 years; and Two-Life Annuities, which pay income to you as long
as you live, then continue at either the same or a reduced level for the life of
your annuity partner. For details, see "The Contract -- The Annuity Period,"
page .
WHAT DEATH BENEFITS ARE AVAILABLE UNDER THE CONTRACT?
If you die before receiving annuity payments, your beneficiary can receive a
death benefit, paid out of the fixed account. The amount of the death benefit
will be the greater of the amounts you've accumulated in your accounts or the
total premiums paid under your contract (less any cash withdrawals). For
details, see "Death Benefits," page .
TIAA-CREF LIFE INSURANCE COMPANY AND TIAA
The contracts are issued by TIAA-CREF Life Insurance Company, a stock life
insurance company organized under the laws of New York State on November 20,
1996. All of the stock of TIAA-CREF Life is held by TIAA Holdings, Inc., a
wholly-owned subsidiary of Teachers Insurance and Annuity Association of America
(TIAA). TIAA-CREF Life's headquarters are at 730 Third Avenue, New York, New
York 10017-3206. [In addition to annuities, TIAA-CREF Life offers life and
long-term care insurance.]
TIAA-CREF Life's parent, TIAA, is a stock life insurance company, organized
under the laws of New York State. It was founded on March 4, 1918, by the
Carnegie Foundation for the Advancement of Teaching. TIAA is the companion
organization of the College Retirement Equities Fund (CREF), the first company
in the United States to issue a variable annuity. CREF is a nonprofit membership
corporation established in New York State in 1952. Together, TIAA and CREF,
serving approximately two million people, form the principal retirement system
for the nation's education and research communities and the largest retirement
system in the world, based on assets under management. As of December 31, 1997,
TIAA's assets were approximately $93 billion; the combined assets for TIAA and
CREF totalled approximately $213 billion (although neither TIAA nor CREF stands
behind TIAA-CREF Life's guarantees).
7
<PAGE> 12
THE SEPARATE ACCOUNT
The separate account was established by TIAA-CREF Life as a separate investment
account under New York law on July 27, 1998, by resolution of TIAA-CREF Life's
Board of Directors. The separate account is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940, as amended (the 1940
Act). As part of TIAA-CREF Life, the separate account is also subject to
regulation by the State of New York Insurance Department (NYID) and the
insurance departments of some other jurisdictions in which the contracts are
offered (see the SAI).
Although TIAA-CREF Life owns the assets of the separate account, the contract
states that the separate account's income, investment gains, and investment
losses are credited to or charged against the assets of the separate account
without regard to TIAA-CREF Life's other income, gains, or losses. Under New
York law, we cannot charge the separate account with liabilities incurred by any
other TIAA-CREF Life separate account or other business activity TIAA-CREF Life
may undertake.
Currently the separate account has only one investment account, which invests in
shares of the Stock Index Fund (fund) of the TIAA-CREF Life Funds. The fund is
described briefly below.
TIAA-CREF LIFE FUNDS -- THE STOCK INDEX FUND
GENERAL
TIAA-CREF Life Funds is an open-end management investment company that was
organized as a business trust under Delaware law on August 13, 1998. The
TIAA-CREF Life Funds currently consists of a single investment portfolio -- The
Stock Index Fund -- but may add other portfolios in the future.
STOCK INDEX FUND
The investment objective of the Stock Index Fund is favorable long-term return
from a diversified portfolio selected to track the overall market for common
stocks publicly traded in the U.S., as represented by a broad stock market
index. The Stock Index Fund attempts to track the U.S. stock market as a whole
by investing substantially all of its assets in a sampling of stocks included in
the Russell 3000(R) index, an index consisting of the 3,000 largest
publicly-traded U.S. corporations.
Like any portfolio that the TIAA-CREF Life Funds might add in the future, the
Stock Index Fund's current portfolio is subject to the risks involved in
professional investment management, including those resulting from general
economic conditions. The value of your accumulation, as in any investment
portfolio, can fluctuate and you bear the entire risk.
8
<PAGE> 13
FUND PROSPECTUS
The investment objective, techniques and restrictions of the TIAA-CREF Life
Funds are described fully in its prospectus and SAI. A copy of the prospectus or
a profile of that prospectus accompanies this prospectus. The prospectus and SAI
of the TIAA-CREF Life Funds may be obtained by writing TIAA-CREF Life Funds, 730
Third Avenue, New York, New York 10017-3206, or by calling 800 842-2733,
extension 5509. You should read the prospectus for the TIAA-CREF Life Funds
carefully before investing in the separate account.
INVESTMENT MANAGEMENT
Teachers Advisors, Inc. (Advisors), a subsidiary of TIAA, manages the assets of
the TIAA-CREF Life Funds. Personnel of Advisors also manage the Stock Index
Account of the TIAA Separate Account VA-1, as well as TIAA-CREF Mutual Funds.
They also manage the CREF accounts on behalf of TIAA-CREF Investment Management,
LLC, an investment adviser which is also a TIAA subsidiary.
VOTING RIGHTS
The separate account is the legal owner of the shares of the TIAA-CREF Life
Funds offered through your contract and as such, has the right to vote its
shares at any meeting of the TIAA-CREF Life Funds' shareholders, although the
fund doesn't plan to hold annual meetings of shareholders. If and when
shareholder meetings are held, we will give you the right to instruct us how to
vote the shares that are attributable to your contract. Shares as to which no
timely instructions are received will be voted by TIAA-CREF Life in the same
proportion as the voting instructions which are received with respect to all
contracts. TIAA-CREF Life may vote the shares of the fund in its own right in
some cases, if it determines that it is legally permitted to do so.
The number of fund shares attributable to each contractowner is determined by
dividing the contractowner's interest in the applicable investment account by
the net asset value of the fund.
ADDING AND CLOSING ACCOUNTS OR
SUBSTITUTING INVESTMENT PORTFOLIOS
We can add new investment accounts in the future that would invest in other fund
portfolios or other funds. We don't guarantee that the separate account, or any
investment account added in the future, will always be available. We reserve the
right to add or close accounts, substitute one investment portfolio for another,
or combine accounts or investment portfolios. We can also make any changes to
the separate account or to the contract required by applicable laws. TIAA-CREF
Life can make some changes at its discretion, subject to NYID and SEC approval
as required. The separate account can (i) operate under the Investment Company
Act of 1940 as an investment company, or in any other form permitted by law,
(ii) deregister under the 1940 Act if registration is no longer required, or
(iii) combine with other separate accounts. As permitted by law, TIAA-CREF Life
may transfer the separate account assets to another separate account or account
of TIAA-CREF Life or another insurance company or transfer the contract to
another insurance company.
9
<PAGE> 14
THE CONTRACT -- THE ACCUMULATION PERIOD
The contract is an individual flexible-premium (you can contribute varying
amounts) deferred annuity that accepts only after-tax dollars. The rights and
benefits under the variable component of the contract are summarized below;
however, the descriptions you read here are qualified entirely by the contract
itself. We plan on offering the contract in all fifty states and the District of
Columbia, although currently the contract will not be available to residents in
those states where we are awaiting regulatory approval.
PURCHASING A CONTRACT AND REMITTING PREMIUMS
We'll issue you a contract as soon as we receive your completed application and
your initial premium at our home office. Initial premiums must be for at least
$250, unless you establish an automatic investment plan of $25 or more using
electronic funds transfers or you use payroll deduction. We will credit your
initial premium within two business days after we receive all necessary
information or the premium itself, whichever is later. If we don't have the
necessary information within five business days, we'll return your initial
premium unless you instruct us otherwise upon being contacted.
Subsequent premiums must be for at least $25. These premiums will be credited as
of the business day we receive them. Currently, TIAA-CREF Life will accept
premiums at any time both the contractowner and the annuitant are living and
your contract is in the accumulation period. However, we reserve the right not
to accept premiums under this contract after you have been given three months'
notice.
Except as described below, the contract doesn't restrict how large your premiums
are or how often you send them, although we reserve the right to impose
restrictions in the future. Your total premiums and transfers to the separate
account during the "free look" period can't exceed $10,000 if you live in any of
the following states:
<TABLE>
<CAPTION>
"FREE LOOK"
JURISDICTION PERIOD (DAYS)
<S> <C>
Georgia..................................................................10
Idaho....................................................................20
Kentucky.................................................................
Massachusetts............................................................10
Nebraska.................................................................10
Nevada...................................................................10
North Carolina...........................................................30
South Carolina...........................................................31
Texas....................................................................30
Utah.....................................................................10
Washington...............................................................10
West Virginia............................................................10
</TABLE>
In addition, total premiums and transfers to the fixed account in any 12-month
period could be limited to $300,000. Call us for more information.
10
<PAGE> 15
ACCUMULATION UNITS
The premiums you allocate to the separate (variable) account purchase
accumulation units. We calculate how many accumulation units to credit by
dividing the amount allocated to the a particular investment account of the
separate account by its accumulation unit value for the business day when we
received your premium. We may use a later business day for your initial premium.
To determine how many accumulation units to subtract for transfers and cash
withdrawals, we use the unit value for the business day when we receive your
completed transaction request and all required information and documents (unless
you've chosen a later date).
The value of the accumulation units will depend mainly on the investment
experience of the underlying investment fund, though the unit value reflects
expense deductions from assets (see "Charges," page ). We calculate the unit
value at the close of each valuation day. We multiply the previous day's unit
value by the net investment factor for the pertinent investment account of the
separate account. The net investment factor reflects, for the most part, changes
in the net asset value of the shares of the fund held by the investment account,
and investment income and capital gains distributed to the investment account.
The net investment factor is decreased by the separate account's expense and
risk charges.
THE FIXED ACCOUNT
This prospectus provides information mainly about the contract's variable
component. Following is a brief description of the fixed account.
You can allocate premiums to the fixed account or transfer from the separate
account to the fixed account at any time. Premiums allocated and amounts
transferred to the fixed account become part of the general account assets of
TIAA-CREF Life, which support various insurance and annuity obligations. The
general account includes all the assets of TIAA-CREF Life, except those in the
separate account or in any other TIAA-CREF Life separate investment account.
Interests in the fixed account have not been registered under the Securities Act
of 1933 (the 1933 Act), nor is the fixed account registered as an investment
company under the 1940 Act. Neither the fixed account nor any interests therein
are generally subject to the 1933 Act or 1940 Act.
Currently, TIAA-CREF Life guarantees that amounts in the fixed account will earn
interest of at least 3 percent per year. At its discretion, TIAA-CREF Life can
credit amounts in the fixed account with interest at a higher rate than 3
percent per year.
For details about the fixed account, see your contract.
TRANSFERS
You can transfer some (at least $250 at a time) or all of the amount accumulated
under your contract between the separate account and the fixed account, and,
when additional investment accounts are added, among the separate account's
investment accounts. Transfers to the
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fixed account begin participating on the day following effectiveness of the
transfer (see below). Currently, we don't charge you for transfers or limit the
number of transfers from the separate account. We reserve the right to limit
transfers in the future to one every 90 days, provided we give you three months'
notice. Transfers from the fixed account to the separate account are limited to
once every 180 days. TIAA-CREF Life may defer payment of a transfer from the
fixed account for up to six months.
CASH WITHDRAWALS
You can withdraw some or all of your accumulation in the separate account as
cash. Cash withdrawals must be for at least $1,000 (or your entire accumulation,
if less). We reserve the right to cancel any contract where no premiums have
been paid to either the separate account or the fixed account for three years
and your total amount in the separate account and the fixed account falls below
$250. Currently, there's no charge for cash withdrawals.
If you withdraw your entire accumulation in the separate account and the fixed
account, we'll cancel your contract and all of our obligations to you under the
contract will end.
GENERAL CONSIDERATIONS FOR ALL TRANSFERS AND CASH WITHDRAWALS
You can tell us how much you want to transfer or withdraw in dollars,
accumulation units, or as a percentage of your accumulation.
Transfers and cash withdrawals are effective at the end of the business day we
receive your request and any required information and documentation. Transfers
and cash withdrawals made at any time other than during a business day will be
effective at the close of the next business day. You can also defer the
effective date of a transfer or cash withdrawal to a future business day
acceptable to us.
To request a transfer, write to TIAA-CREF Life's home office, call us at 800
842-2252, or use our Inter/ACT service over the Internet at www.tiaa-cref.org.
If you make a telephone or Internet transfer at any time other than during a
business day, it will be effective at the close of the next business day. We
reserve the right to suspend or terminate transfers by telephone or over the
Internet.
TAX ISSUES
Make sure you understand the possible federal and other income tax consequences
of transfers and cash withdrawals. Cash withdrawals are usually taxed at the
rates for ordinary income--i.e., they are not treated as capital gains.
Withdrawals before age 59 1/2 may subject you to early-distribution taxes as
well. For details, see "Federal Income Taxes," page .
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CHARGES
SEPARATE ACCOUNT CHARGES
Charges are deducted each valuation day from the assets of the separate account
for various services required to administer the separate account and the
contracts and to cover certain insurance risks borne by TIAA-CREF Life. We
expect that expense deductions will be relatively low and TIAA-CREF Life
guarantees that separate account charges will not exceed 1.20 percent of net
assets annually. TIAA-CREF Life itself provides the administrative services for
the separate account and the contracts.
Administrative Expense Charge. This charge is for administration and operations,
such as allocating premiums and administering accumulations. The current daily
deduction is equivalent to 0.20 percent of net assets annually.
Mortality and Expense Risk Charge. TIAA-CREF Life imposes a daily charge as
compensation for bearing certain mortality and expense risks in connection with
the contract. The current daily deduction is equal to 0.10 percent of net assets
annually. Accumulations and annuity payments aren't affected by changes in
actual mortality experience or by TIAA-CREF Life's actual expenses. TIAA-CREF
Life reserves the right to increase the mortality and expense risk charge to a
maximum of 1.00 percent per year.
TIAA-CREF Life's mortality risks come from its contractual obligations to make
annuity payments and to pay death benefits before the annuity starting date.
This assures that neither your own longevity nor any collective increase in life
expectancy will lower the amount of your annuity payments. TIAA-CREF Life also
bears a risk in connection with its death benefit guarantee, since a death
benefit may exceed the actual amount of an accumulation at the time when it's
payable.
TIAA-CREF Life's expense risk is the possibility that TIAA-CREF Life's actual
expenses for administering the contract and the separate account will exceed the
amount recovered through the administrative expense deduction.
If the mortality and expense risk charge isn't enough to cover TIAA-CREF Life's
actual costs, TIAA-CREF Life will absorb the deficit. On the other hand, if the
charge more than covers costs, the excess will belong to TIAA-CREF Life.
TIAA-CREF Life will pay a fee from its general account assets, which may include
amounts derived from the mortality and expense risk charge, to Teachers Personal
Investors Services, Inc. (TPIS), the principal underwriter of the variable
component of the contract for distribution of the variable component of the
contract.
OTHER CHARGES AND EXPENSES
Fund Expenses. Certain deductions and expenses of the fund are paid out of the
assets of the TIAA-CREF Life Funds. These expenses include charges for
investment advice, portfolio accounting, custodial, and similar services
provided for the fund, as well as brokers'
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commissions, transfer taxes, and other portfolio fees. The investment management
agreement between Advisors and the TIAA-CREF Life Funds sets the investment
advisory fee for the Stock Index Fund at 0.30 percent annually. Currently,
Advisors has agreed to waive a portion of that fee, so that the daily deduction
is equivalent to 0.07 percent of net assets annually.
No Deductions from Premiums. The contract provides for no front-end charges.
Premium Taxes. Currently, contracts issued to residents of several states and
the District of Columbia are subject to a premium tax. Charges for premium taxes
on a particular contract ordinarily will be deducted from the accumulation when
it's applied to provide annuity payments. However, if a jurisdiction requires
that premium taxes be paid at other times, such as when premiums are paid or
when cash withdrawals are taken, we'll deduct premium taxes at those times.
Current state premium taxes, where charged, range from 1.00 percent to 3.50
percent of annuity payments.
THE CONTRACT -- THE ANNUITY PERIOD
THE ANNUITY PERIOD
All annuity payments are paid to the contractowner from the fixed account.
(Annuity payments may be available from the separate account in the future.)
TIAA-CREF Life fixed annuity payments are usually monthly. You can choose
quarterly, semi-annual, and annual payments as well. The total value of annuity
payments made may be more or less than total premiums paid by the contractowner.
Your payments are based on the value of the accumulation in your contract
determined at the end of the last calendar day of the month before the annuity
starting date. We transfer your separate account accumulation to the fixed
account on that day. At the annuity starting date, the dollar amount of each
periodic annuity payment resulting from your separate account accumulation is
fixed, based upon the number and value of the separate account accumulation
units being converted to annuity income, the annuity option chosen, the ages of
the annuitant and any annuity partner, and the annuity purchase rates at that
time. Payments are not variable -- they won't change based on the investment
experience of the separate account. After the end of the accumulation period,
your contract will no longer participate in the separate account.
Technically all benefits are payable at TIAA-CREF Life's home office, but, as
you instruct, we'll send your annuity payments by mail to your home address or
(on your request) by mail or electronic fund transfer to your bank. If the
address or bank where you want your payments sent changes, it's your
responsibility to let us know. We can send payments to your residence or bank
abroad, although there are some countries where the U.S. Treasury Department
imposes restrictions.
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ANNUITY STARTING DATE
Generally you pick an annuity starting date (it has to be the first day of a
month) when you first apply for a contract. If you don't, we'll tentatively
assume the annuity starting date will be the latest permissible annuity starting
date (i.e., the first day of the month of the annuitant's ninetieth birthday).
You can change the annuity starting date at any time before annuity payments
begin (see "Choices and Changes," page ). In any case, the annuity starting date
cannot be earlier than the first day of the second month following the date your
contract is issued.
For payments to begin on the annuity starting date, we must have received all
information and documentation necessary for the income option you've picked. If
we haven't received all the necessary information, we'll defer the annuity
starting date until the first day of the month after the information has reached
us, but not beyond the latest permissible annuity starting date. If, by the
latest permissible annuity starting date, you haven't picked an income option or
if we have not otherwise received all the necessary information, we will begin
payments under a Fixed-Period Annuity with a fixed period of 5 years. Your first
annuity check may be delayed while we process your choice of income options and
calculate the amount of your initial payment.
INCOME OPTIONS
You have a number of different annuity options. The current options are:
-One-Life Annuities with or without Guaranteed Period. Pays
income as long as you or your annuitant lives. If you opt for a
guaranteed period (10, 15 or 20 years) and you or your annuitant dies
before it's over, income payments will continue to your beneficiary
until the end of the period. If you don't opt for a guaranteed period,
all payments end at your death -- so that it's possible for you to
receive only one payment if you die less than a month after payments
start.
-Fixed-Period Annuities. Pays income (usually monthly) for a
stipulated period of not less than two nor more than thirty years. At
the end of the period you've chosen, payments stop. If you die before
the period is up, your beneficiary becomes the contractowner.
-Two-Life Annuities with or without Guaranteed Period. Pays
income to you as long as you live, then continues at either the same
or a reduced level for the life of your annuity partner. There are
three types of two-life annuity options, all available with or without
a guaranteed period -- Full Benefit to Survivor, Two-Thirds Benefit to
Survivor, and a Half-Benefit to Annuity Partner.
We may make variable income options available in the future.
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DEATH BENEFITS
AVAILABILITY; CHOOSING BENEFICIARIES
Death benefits are available if you or the annuitant die during the accumulation
period. When you fill out an application for a contract, you name one or more
beneficiaries to receive the death benefit if you die. You can change your
beneficiary at any time during the accumulation period (see "Choices and
Changes," page ). For more information on designating beneficiaries, contact
TIAA-CREF Life or your legal advisor.
SPECIAL OPTION FOR SPOUSES
If your spouse is the sole beneficiary when you die, your spouse can choose to
become the contractowner and continue the contract, or receive the death
benefit. If your spouse does not make a choice within 60 days after we receive
proof of death, your spouse will automatically become the contractowner. Your
spouse will also become the annuitant if you were the annuitant.
PAYMENT OF DEATH BENEFIT
Death benefits are paid out of the fixed account. Your accumulation will
continue participating in the investment experience of the separate account
until we authorize payment of the death benefit. We will transfer your separate
account accumulation to the fixed account as of the date we authorize payment of
the death benefit.
To authorize payment and pay a death benefit, TIAA-CREF Life must have received
all necessary forms and documentation, including proof of death and the
selection of the method of payment. Even if we have not received all of the
required information, death benefits must begin by the first day of the month
following the 60th day after we receive proof of death. If no method of payment
has been chosen by that time, we'll have the option of paying the entire death
benefit to the death benefit beneficiary within five years of death, using the
Fixed-Period Annuity method.
AMOUNT OF DEATH BENEFIT
The amount of the death benefit will equal the greater of:
(1) the amount you have accumulated in the separate and fixed accounts
on the day we authorize payment of the death benefit, or
(2) the total premiums paid under your contract minus any cash
withdrawals (or any surrender charges on cash withdrawals or transfers
from the fixed account).
If (2) is greater than (1), we'll deposit the difference in the fixed account as
of the day we authorize payment of the death benefit.
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METHODS OF PAYMENT OF DEATH BENEFITS
You can choose in advance the method by which we'll pay death benefits. You can
block your beneficiaries from changing the method you've chosen or you can leave
the choice to them. The method of payment you've chosen can be changed by
notifying us in writing, provided death benefits haven't yet started.
TIAA-CREF Life limits the methods of payment for death benefits to those
suitable under federal income tax law for annuity contracts. With methods
offering periodic payments, benefits are usually monthly, but the death benefit
beneficiary can request to receive them quarterly, semiannually, or annually
instead. At present, the methods of payment for TIAA-CREF Life death benefits
are:
-Single-Sum Payment. The entire death benefit is paid at once.
When the beneficiary is an estate, the single-sum method is automatic,
and TIAA-CREF Life reserves the right to pay death benefits only as a
single sum to any beneficiary that is not a natural person.
-One-Life Annuities with or without Guaranteed Period. Payable
monthly for the life of the death benefit beneficiary or through a
specified guaranteed period, whichever is longer.
-Fixed-Period Annuities. Payable over two to thirty years, as
determined by you or your beneficiary.
The One-Life Annuities are available only if the death benefit
beneficiary is a natural person. We reserve the right to require a change in
choice if the chosen method results in payments of less than $100.
TIMING OF PAYMENTS
Usually we'll make the following kinds of payments from the separate account
within seven calendar days after we've received the information we need to
process a request:
1. Cash withdrawals;
2. Transfers to the fixed account; and
3. Death benefits.
We can extend the seven-day period only if (1) the New York Stock Exchange is
closed (or trading restricted by the SEC) on a day that isn't a weekend or
holiday; (2) an SEC-recognized emergency makes it impractical for us to sell
securities or determine the value of assets in the separate account; or (3) the
SEC says by order that we can or must postpone payments to protect you and other
separate account contractowners.
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FEDERAL INCOME TAXES
The following discussion is based on our understanding of current federal income
tax law, and is subject to change. For complete information on your personal tax
situation, check with a qualified tax advisor.
TAXATION OF ANNUITIES
The following discussion assumes the contracts qualify as annuity contracts for
federal income tax purposes (see the SAI for more information):
In General. IRC section 72 governs annuity taxation generally. We believe an
owner who is a natural person usually won't be taxed on increases in the value
of a contract until there is a distribution (i.e., the owner withdraws all or
part of the accumulation or takes annuity payments). Assigning, pledging, or
agreeing to assign or pledge any part of the accumulation usually will be
considered a distribution. Withdrawals of accumulated investment earnings are
taxable as ordinary income. Generally under the IRC, withdrawals are first
allocated to investment earnings.
The owner of any annuity contract who is not a natural person generally must
include in income any increase in the excess of the accumulation over the
"investment in the contract" during the taxable year. There are some exceptions
to this, and agents of prospective owners that are not natural persons may wish
to discuss them with a competent tax advisor.
The following discussion applies generally to contracts owned by a natural
person:
Withdrawals. If you withdraw funds from your contract before the annuity
starting date, IRC section 72(e) usually deems taxable any amounts received to
the extent that the accumulation value before the withdrawal exceeds your
investment in the contract. The investment in the contract usually equals all
premiums paid by the contractowner or on the contractowner's behalf. Any
additional withdrawal is not taxable.
If you withdraw your entire accumulation under a contract, you will be taxed
only on the part that exceeds your investment in the contract.
Annuity Payments. Although tax consequences can vary with the income option you
pick, IRC section 72(b) provides generally that, before you recover the
investment in the contract, gross income does not include that fraction of any
annuity income payments that equals the ratio of investment in the contract to
the expected return at the annuity starting date. After you recover your
investment in the contract, all additional annuity payments are fully taxable.
Taxation of Death Benefit Proceeds. Amounts may be paid from a contract because
an owner has died. If the payments are made in a single sum, they're taxed the
same way a full
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withdrawal from the contract is taxed. If they are distributed as annuity
payments, they're taxed as annuity payments.
Penalty Tax on Some Withdrawals. You may have to pay a penalty tax (10 percent
of the amount treated as taxable income) on some withdrawals. However, there is
usually no penalty on distributions:
(1) on or after you reach 59-1/2;
(2) after you die (or after the annuitant dies, if the owner isn't
an individual);
(3) after you become disabled; or
(4) that are part of a series of substantially equal periodic (at
least annual) payments for your life (or life expectancy) or
the joint life (or life expectancy) of you and your
beneficiary.
Possible Tax Changes. Legislation is proposed from time to time that would
change the taxation of annuity contracts. It is possible that such legislation
could be enacted and that it could be retroactive (that is, effective prior to
the date of the change). You should consult a tax adviser regarding legislative
developments and their effect on the contract.
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT
Transferring contract ownership, designating an annuitant, payee or other
beneficiary who is not also the owner, or exchanging a contract can have other
tax consequences that we don't discuss here. If you're thinking about any of
those transactions, contact a tax advisor.
WITHHOLDING
Annuity distributions usually are subject to withholding for the recipient's
federal income tax liability at rates that vary according to the type of
distribution and the recipient's tax status. However, recipients can usually
choose not to have tax withheld from distributions.
MULTIPLE CONTRACTS
In determining gross income, section 72(e) generally treats as one contract all
TIAA-CREF Life and TIAA non-qualified deferred annuity contracts to the same
owner during any calendar year. This could affect when income is taxable and how
much might be subject to the 10 percent penalty tax (see above). Consult a tax
advisor before buying more than one annuity contract for the purpose of gaining
a tax advantage.
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POSSIBLE CHARGE FOR TIAA-CREF LIFE'S TAXES
Currently we don't charge the separate account for any federal, state, or local
taxes on it or its contracts (other than premium taxes--see page ), but we
reserve the right to charge the separate account or the contracts for any tax or
other cost resulting from the tax laws that we believe should be attributed to
them.
TAX ADVICE
What we tell you here about federal and other taxes isn't comprehensive and is
for general information only. It doesn't cover every situation. Taxation varies
depending on the circumstances, and state and local taxes may also be involved.
For complete information on your personal tax situation, check with a qualified
tax advisor.
CONDENSED FINANCIAL INFORMATION; PERFORMANCE INFORMATION
CONDENSED FINANCIAL INFORMATION
The separate account has just recently commenced operations. Therefore no
condensed financial information is included in the prospectus. The financial
statements for TIAA-CREF Life are in the SAI, which is available free upon
request.
PERFORMANCE INFORMATION
We may advertise the total return and average annual total return of the
separate account. "Total return" means the cumulative percentage increase or
decrease in the value of an investment over standard one-, five-, and ten-year
periods (and occasionally other periods as well).
"Average annual total return" means the annually compounded rate that would
result in the same cumulative total return over the stated period.
All performance figures are based on past investment results. They aren't a
guarantee that the separate account will perform equally or similarly in the
future. Write or call us for current performance figures for the separate
account.
GENERAL MATTERS
CHOICES AND CHANGES
You can choose or change any of the following prior to receiving annuity income:
(1) an annuity starting date; (2) an income option; (3) a transfer; (4) a method
of payment for death benefits; (5) an annuity partner, beneficiary, or other
person named to receive payments; and (6) a cash withdrawal or other
distribution. You have to make your choices or changes via a written notice
satisfactory to us and received at our home office (see below). You can change
the terms of a transfer, cash withdrawal, or other cash distribution only before
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they're scheduled to take place. When we receive a notice of a change in
beneficiary or other person named to receive payments, we'll execute the change
as of the date it was signed, even if the signer dies in the meantime. We
execute all other changes as of the date received.
TELEPHONE AND INTERNET TRANSACTIONS
You can use our Automated Telephone Service ("ATS") or our Inter/ACT system over
the Internet to check your accumulation balances and/or your current allocation
percentages, transfer between the separate account and the fixed account, and/or
allocate future premiums to the separate account or the fixed account. You will
be asked to enter your Personal Identification Number (PIN) and Social Security
number for both systems. Both will lead you through the transaction process and
will use reasonable procedures to confirm that instructions given are genuine.
All transactions made over the ATS and Inter/ACT are electronically recorded.
To use the ATS, you need a touch-tone phone. The toll free number for the ATS is
800 842-2252. To use Inter/ACT, access the TIAA-CREF Internet home page at
www.tiaa-cref.org.
CONTACTING TIAA-CREF LIFE
We won't consider any notice, form, request, or payment to have been received by
TIAA-CREF Life until it reaches our home office at 730 Third Avenue, New York,
New York 10017-3206. You can ask questions by calling toll-free 800 223-1200.
ELECTRONIC PROSPECTUSES
If you received this prospectus electronically and would like a paper copy,
please call 800 842-2733, extension 5509, and we will send it to you.
HOUSEHOLDING
To cut costs and eliminate duplicate documents sent to your home, we may, if the
SEC allows, begin mailing only one copy of the separate account prospectus,
prospectus supplements, annual and semi-annual reports, or any other required
documents, to your household, even if more than one contractowner lives there.
If you would prefer to continue receiving your own copy of any of these
documents, you may call us toll-free at 800 842-2733, extension 5509, or write
us.
SIGNATURE REQUIREMENTS
For some transactions, we may require your signature to be notarized or
guaranteed by a commercial bank or a member of a national securities exchange.
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ERRORS OR OMISSIONS
We reserve the right to correct any errors or omissions on any form, report or
statement that we send you.
YEAR 2000 ISSUES
Many computer software systems in use today cannot recognize the year 2000 and
may revert to 1900 or some other date because of the way in which dates were
encoded and calculated. The separate account could be adversely affected if its
computer systems or those of its service providers do not properly process and
calculate date-related information and data on and after January 1, 2000. We
have been actively working on necessary changes to our computer systems to
prepare for the Year 2000 and have also obtained reasonable assurances from our
service providers that they are taking comparable steps with respect to their
computer systems. However, the steps we are taking do not guarantee complete
success or eliminate the possibility that interaction with outside computer
systems may have an adverse impact on the separate account.
DISTRIBUTION OF THE CONTRACTS
The contracts are offered continuously by Teachers Personal Investors Services,
Inc. (TPIS) and, in some instances, TIAA-CREF Individual & Institutional
Services, Inc. (Services), subsidiaries of TIAA which are both registered with
the SEC as broker-dealers and are members of the NASD. TPIS may be considered
the "principal underwriter" for interests in the contract. Anyone distributing
the contract must be a registered representative of either TPIS or Services,
whose main offices are both at 730 Third Avenue, New York, New York 10017-3206.
No commissions are paid in connection with the distribution of the contracts.
LEGAL PROCEEDINGS
Neither the separate account, TIAA-CREF Life, TPIS, Services nor
Advisors is involved in any legal action that we consider material to the
separate account.
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TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION
TAX STATUS OF THE CONTRACT....................................................3
PERFORMANCE INFORMATION.......................................................4
STATEMENTS AND REPORTS........................................................5
GENERAL MATTERS...............................................................6
STATE REGULATION..............................................................7
LEGAL MATTERS.................................................................7
EXPERTS.......................................................................7
ADDITIONAL CONSIDERATIONS.....................................................7
ADDITIONAL INFORMATION........................................................9
FINANCIAL STATEMENTS..........................................................9
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PERSONAL ANNUITY SELECT
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
FUNDED THROUGH
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
AND
TIAA-CREF LIFE INSURANCE COMPANY
__________, 1999
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus and should be read
in connection with the current prospectus dated __________, 1999 (the
"Prospectus"), for the variable annuity that is the variable component of the
contract. The Prospectus is available without charge upon written or oral
request to: TIAA-CREF Life Insurance Company, 730 Third Avenue, New York, N.Y.
10017-3206. Terms used in the Prospectus are incorporated into this Statement.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS.
<PAGE> 29
TABLE OF CONTENTS
TAX STATUS OF THE CONTRACT....................................................3
PERFORMANCE INFORMATION.......................................................4
STATEMENTS AND REPORTS........................................................5
GENERAL MATTERS...............................................................6
STATE REGULATION..............................................................7
LEGAL MATTERS.................................................................7
EXPERTS.......................................................................7
ADDITIONAL CONSIDERATIONS.....................................................7
ADDITIONAL INFORMATION........................................................9
FINANCIAL STATEMENTS..........................................................9
<PAGE> 30
TAX STATUS OF THE CONTRACT
Diversification Requirements. Section 817(h) of the Internal Revenue Code (IRC)
and the regulations under it provide that separate account investments
underlying a contract must be "adequately diversified" for it to qualify as an
annuity contract under IRC section 72. The separate account intends to comply
with the diversification requirements of the regulations under section 817(h).
This will affect how we make investments.
Under the IRC, you could be considered the owner of the assets of the separate
account used to support your contract. If this happens, you'd have to include
income and gains from the separate account assets in your gross income. The IRS
has published rulings stating that a variable contractowner will be considered
the owner of separate account assets if the contractowner has any powers that
the actual owner of the assets might have, such as the ability to exercise
investment control. The Treasury Department says that the regulations on
investment diversification don't provide guidance about when and how investor
control of a segregated asset account's investment could cause the investor
rather than the insurance company to be treated as the owner of the assets for
tax purposes. The Treasury Department has also stated that the IRS would issue
regulations or rulings clarifying the "extent to which policyholders may direct
their investments to particular accounts without being treated as owners of the
underlying assets."
Your ownership rights under the contract are similar but not identical to those
described by the IRS in rulings that held that contractowners were not owners of
separate account assets, so the IRS therefore might not rule the same way in
your case. TIAA-CREF Life reserves the right to change the contract if necessary
to help prevent your being considered the owner of the separate account's
assets.
Required Distributions. To qualify as an annuity contract under section 72(s) of
the IRC, a contract must provide that: (a) if any owner dies on or after the
annuity starting date but before all amounts under the contract have been
distributed, the remaining amounts will be distributed at least as quickly as
under the method being used when the owner died; and (b) if any owner dies
before the annuity starting date, all amounts under the contract will be
distributed within five years of the date of death. So long as the distributions
begin within a year of the owner's death, the IRS will consider these
requirements satisfied for any part of the owner's interest payable to or for
the benefit of a "designated beneficiary" and distributed over the beneficiary's
life or over a period that cannot exceed the beneficiary's life expectancy. A
designated beneficiary is the person the owner names to assume ownership when
the owner dies. A designated beneficiary must be a natural person, but if a
contractowner's spouse is the designated beneficiary, such spouse can continue
the contract when such contractowner dies.
The contract is designed to comply with section 72(s). TIAA-CREF Life will
review the contract and amend it if necessary to make sure that it continues to
comply with the section's requirements.
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PERFORMANCE INFORMATION
TOTAL RETURN INFORMATION FOR THE SEPARATE ACCOUNT
Total return quotations for the investment accounts of the separate account may
be advertised. Total return quotations will reflect all aspects of the
investment account's return. Average annual total returns are determined by
finding the average annual compounded rate of return over a period that reflects
the growth (or decline) in value of a hypothetical $1,000 investment made at the
beginning of the period through the end of that period, according to the
following formula:
P(1 + T)n = EV
where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years in the period
EV = ending value of the hypothetical
investment at the end of the 1, 5, or 10
year period.
To derive the total return quotations from this formula, the percentage net
change in the value of the $1,000 investment from the beginning of the period to
the end of such period ("cumulative total return") is determined. Cumulative
total returns simply reflect the change in value of an investment over a stated
period. Since the accumulation unit value is a "total return" unit value that
reflects the investment experience of the particular investment account of the
separate account and all expense deductions made against the assets of the
separate account, the ending value, or EV, of the $1,000 hypothetical investment
is determined by applying the percentage change in the accumulation unit value
over the period to the hypothetical initial payment of $1,000 less the current
deductions from premiums (0%). We then solve the equation for T to derive the
average annual compounded rate of return for the separate account over the span
of the period, and the resulting "total return" quotation is carried out to the
nearest hundredth of one percent.
PERFORMANCE COMPARISONS
Performance information for the separate account and its investment accounts may
be compared, in advertisements, sales literature, and reports to contractowners
and annuitants, to the performance information reported by other investments and
to various indices and averages. Such comparisons may be made with, but are not
limited to: (1) Russell 1000, 2000, and 3000 indices, (2) the S&P 500, (3) the
Dow Jones Industrial Average ("DJIA"), (4) Lipper Analytical Services, Inc.
Mutual Fund Performance Analysis Reports and the Lipper General Equity Funds
Average, (5) Money Magazine Fund Watch, (6) Business Week's Mutual Fund
Scoreboard, (7) SEI Funds Evaluation Services Equity Fund Report, (8) CDA Mutual
Funds Performance Review and CDA Growth Mutual Fund Performance Index, (9) Value
Line Composite Average (geometric), (10) Wilshire 5000 Equity Index,
4
<PAGE> 32
(11) the Consumer Price Index, published by the U.S. Bureau of Labor Statistics
(measurement of inflation), (12) VARDS, and (13) Morningstar, Inc. We may also
discuss ratings or rankings received from these entities, accompanied in some
cases by an explanation of those ratings or rankings, when applicable. In
addition, advertisements may discuss the performance of the indices listed
above.
The performance of the separate account also may be compared to other indices or
averages that measure performance of a pertinent group of securities.
Contractowners should keep in mind that the composition of the investments in
the reported averages will not be identical to that of the separate account and
that certain formula calculations (i.e., yield) may differ from index to index.
In addition, there can be no assurance that the separate account will continue
its performance as compared to such indices.
ILLUSTRATING COMPOUNDING, TAX DEFERRAL, AND EXPENSE DEDUCTIONS
We may illustrate in advertisements, sales literature and reports to
contractowners or annuitants the effects of tax deferral and/or compounding of
earnings on an investment in the separate account. We may do this using a
hypothetical investment earning a specified rate of return. To illustrate the
effects of compounding, we would show how the total return from an investment of
the same dollar amount, earning the same or different interest rate, varies
depending on when the investment was made. To illustrate the effects of tax
deferral, we will show how the total return from an investment of the same
dollar amount, earning the same or different interest rates, for individuals in
the same tax bracket, would vary between tax-deferred and taxable investments.
We may also illustrate in advertisements, sales literature and reports to
contractowners or annuitants the effect of an investment fund's expenses on
total return over time. We may do this using a hypothetical investment earning a
specified rate of return. We would show how the total return, net of expenses,
from an investment of the same dollar amount in funds with the same investment
results but different expense deductions varies increasingly over time. In the
alternative, we would show the difference in the dollar amount of total expense
charges paid over time by an investor in two or more different funds that have
the same annual total return but different asset-based expense charges. We may
also compare the separate account's expense charges to those of other variable
annuities and other investment products.
STATEMENTS AND REPORTS
You will receive a confirmation statement each time you remit premiums, or make
a transfer or cash withdrawal to or from the separate account. The statement
will show the date and amount of each transaction. However, if you're using an
automatic investment plan, you'll receive a statement confirming those
transactions immediately following the end of each calendar quarter.
5
<PAGE> 33
If you have any accumulations in the separate account, you will be sent a
statement each quarter which sets forth the following:
(1) Premiums paid during the quarter;
(2) the number and dollar value of accumulation units in the separate
account credited to the contractowner during the quarter and in total;
(3) cash withdrawals from the separate account during the quarter; and
(4) any transfers between the separate account and the fixed account
during the quarter.
You will also receive, at least semi-annually, reports containing the financial
statements of the TIAA-CREF Life Funds and a schedule of investments held by the
TIAA-CREF Life Funds.
GENERAL MATTERS
Assignment of Contracts
- -----------------------
You can assign the contract at any time.
PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC.
We reserve the right to pay in one sum the commuted value of any benefits due an
estate, corporation, partnership, trustee or other entity not a natural person.
Neither TIAA-CREF Life nor the separate account will be responsible for the
conduct of any executor, trustee, guardian, or other third party to whom payment
is made.
Benefits Based on Incorrect Information
- ---------------------------------------
If the amounts of benefits provided under a contract were based on information
that is incorrect, benefits will be recalculated on the basis of the correct
data. If any overpayments or underpayments have been made by the separate
account, appropriate adjustments will be made.
Proof of Survival
- -----------------
We reserve the right to require satisfactory proof that anyone named to receive
benefits under a contract is living on the date payment is due. If this proof is
not received after a request in writing, the separate account will have the
right to make reduced payments or to withhold payments entirely until such proof
is received.
6
<PAGE> 34
STATE REGULATION
TIAA-CREF Life and the separate account are subject to regulation by the New
York State Superintendent of Insurance ("Superintendent") as well as by the
insurance regulatory authorities of certain other states and jurisdictions.
TIAA-CREF Life and the separate account must file with the Superintendent both
quarterly and annual statements on forms promulgated by the New York State
Insurance Department. The separate account books and assets are subject to
review and examination by the Superintendent and the Superintendent's agents at
all times, and a full examination into the affairs of the separate account is
made at least every five years. In addition, a full examination of the separate
account's operations is usually conducted periodically by some other states.
LEGAL MATTERS
All matters of applicable state law pertaining to the contracts, including
TIAA-CREF Life's right to issue the contracts, have been passed upon by Charles
H. Stamm, Executive Vice President and General Counsel of TIAA-CREF Life.
Sutherland, Asbill & Brennan LLP, Washington, D.C., has provided advice on
certain matters relating to the federal securities laws.
EXPERTS
The financial statements of TIAA-CREF Life Insurance Company and the separate
account included in this Statement of Additional Information have been audited
by Ernst & Young LLP, independent auditors, as stated in their reports appearing
herein, and have been so included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
ADDITIONAL CONSIDERATIONS
Over the past several years, TIAA and CREF have added many new investment
vehicles to their line of products. The growing family of TIAA and CREF products
is designed to provide additional investment options for those who want to
diversify their holdings. Most experts recommend diversification as a good
strategy for retirement and other long-term investing, both because a
diversified portfolio offers a degree of safety from the volatility of specific
markets, and because it allows the investor to benefit from the potential for
growth in several different types of investments.
The TIAA-CREF Life Funds' Stock Index Fund offered by the separate account is
suited for people who are seeking growth and are able to make long-term
investments. Although past performance is no guarantee of future results, in the
past stocks have outperformed many
7
<PAGE> 35
other types of investments. Investors who seek to counter the effects of
inflation on their long-term investments should therefore consider investing in
stocks. The Stock Index Fund could be an appropriate investment for someone who
is seeking to supplement his or her retirement income, to purchase a retirement
home, finance an extended trip, or build a fund for philanthropic purposes. Of
course, there is no guarantee that the investment objective of that or any other
fund will be met.
Before investing, you should consider whether your pension plan and social
security payments will meet your retirement needs. You should look at your
assets and liabilities to help determine whether you need to invest more money
to help provide retirement income. You should consider how much time you have
until retirement and the effect of inflation and taxes on your savings and
investments. You should also keep in mind that experts say that people need 70%
to 80% of their pre-retirement income to maintain the same standard of living
after retirement. Before contributing to a contract, you should consider whether
you have already reached your contribution limit on your 401(k) or 403(b)
savings plans. Consult your tax advisor to learn more about these limits.
You should also consider what types of investments are best suited for you and
your current needs. In particular, you should consider the tax treatment of a
variable annuity as compared with a standard mutual fund product. With
annuities, earnings generally grow tax-deferred and investors are provided the
option of lifetime income upon retirement. However, annuities may have
restrictions on withdrawals before age 59 1/2, and thus may not be suitable for
goals other than retirement. We may compare annuities to mutual funds in sales
literature and advertisements.
You should also consider the risks of any investment relative to its potential
rewards. In particular, you should be aware of the risk that arises from market
timing. Market timing is an investment technique whereby amounts are transferred
from one category of investment to another (for example, from stocks to bonds)
based upon a perception of how each of those categories of investments will
perform relative to the others at a particular time. Investors who engage in
market timing run the risk that they may transfer out of a type of investment
with a rising market value or transfer into a type of investment with a falling
market value. We do not endorse the practice of market timing.
The variety of issues to consider highlights the importance of the support and
services that we provide. These services include: (1) retirement and life
insurance planning expertise from professional counselors rather than
commissioned salespeople; (2) detailed information through quarterly transaction
reports, newsletters and other publications about retirement planning; and (3)
seminars, individual counseling, an Information Center, and 24-hour automated
toll-free numbers for transactions and inquiries. If you request it, we will
send you periodic reminders to remit premiums to the contract.
8
<PAGE> 36
ADDITIONAL INFORMATION
A registration statement has been filed with the Securities and Exchange
Commission ("SEC"), under the 1933 Act, with respect to the contracts discussed
in the Prospectus and in this Statement of Additional Information. Not all of
the information set forth in the registration statement, and its amendments and
exhibits has been included in the Prospectus or this Statement of Additional
Information. Statements contained in this registration statement concerning the
contents of the contracts and other legal instruments are intended to be
summaries. For a complete statement of the terms of these documents, you should
refer to the instruments filed with the SEC.
FINANCIAL STATEMENTS
This Statement of Additional Information contains no financial statements for
the separate account because the separate account had not yet commenced
operations, had no assets or liabilities, and had received no income nor
incurred any expenses as of the date of this Statement.
TIAA-CREF Life's financial statements, which are included in this Statement of
Additional Information, should be considered only as bearing upon TIAA-CREF
Life's ability to meet its obligations under the contracts. They should not be
considered as bearing on the investment performance of the assets held in the
separate account.
9
<PAGE> 37
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Part A: None
Part B: Consolidated Financial Statements of TIAA-CREF Life
Insurance Company (TIAA-CREF Life):
<TABLE>
<CAPTION>
Page
----
<S> <C>
Chairman's Letter..................................................................B-
Report of Management Responsibility................................................B-
Report of Independent Auditors.....................................................B-
Audited Financial Statements:
Balance Sheets ..............................................................B-
Statements of Operations.....................................................B-
Statements of Changes in Contingency Reserves................................B-
Statements of Cash Flows.....................................................B-
Notes to Financial Statements......................................................B-
</TABLE>
[to be filed by amendment]
(b) Exhibits
(1) Resolutions of the Board of Directors of TIAA-CREF
Life establishing the Registrant */
(2) None
(3) Distribution Agreement by and among TIAA-CREF Life,
TIAA-CREF Life on behalf of the Registrant, and
Teachers Personal Investors Services, Inc., as
amended 1/
(4) Form of Personal Annuity Select Contract (effective
__________) 1/
(5) Form of Application for Personal Annuity Select
Contract 1/
(6) (A) Charter of TIAA-CREF Life 1/
(B) Bylaws of TIAA-CREF Life 1/
(7) None
(8) None
(9) Consent of Charles H. Stamm, Esquire 1/
(10) (A) Consent of Sutherland, Asbill & Brennan LLP 1/
(B) Consent of Ernst & Young LLP 1/
(C) Consent of Deloitte & Touche LLP 1/
(11) None
C-1
<PAGE> 38
(12) [Seed Money Agreement by and between TIAA and
TIAA-CREF Life on behalf of the Registrant 1/]
(13) Schedule of Computation of Performance Information 1/
(14) Financial Data Schedule - not required
* Filed herewith.
1/ To be filed by amendment.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.
<TABLE>
<CAPTION>
Positions and Offices
Name and Principal Business Address with the Depositor
- ----------------------------------- ------------------
<S> <C>
Scott C. Evans Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Richard L. Gibbs Director, Executive
TIAA-CREF Life Insurance Company Vice President and
730 Third Avenue Chief Financial Officer
New York, New York 10017-3206
Don W. Harrell Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Larry D. Hershberger Director, Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Matina S. Horner Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Martin L. Leibowitz Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
John J. McCormack Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>
C-2
<PAGE> 39
<TABLE>
<CAPTION>
Positions and Offices
Name and Principal Business Address with the Depositor
- ----------------------------------- ------------------
<S> <C>
John A. Putney, Jr. Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
John A. Somers Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Charles H. Stamm Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Thomas G. Walsh Director, President
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Leonard B. Zimmerman Director, Chief Actuary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Richard J. Adamski Vice President
TIAA-CREF Life Insurance Company and Treasurer
730 Third Avenue
New York, New York 10017-3206
Michael T. O'Kane Chief Investment
TIAA-CREF Life Insurance Company Officer
730 Third Avenue
New York, New York 10017-3206
Gary Chinery Assistant Treasurer
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Edward J. Leahy Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Benjamin Leiser Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>
C-3
<PAGE> 40
<TABLE>
<CAPTION>
Positions and Offices
Name and Principal Business Address with the Depositor
- ----------------------------------- ------------------
<S> <C>
Mark L. Serlen Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT
The following companies are subsidiaries of Teachers Insurance
and Annuity Association (TIAA) and are included in the consolidated financial
statements of TIAA:
<TABLE>
<S> <C>
AIC Properties, Inc. TCT Holdings, Inc.
BT Properties, Inc. Teachers Advisors, Inc.
Chesapeake Investors, Inc. Teachers Boca Properties II, Inc.
College Credit Trust Teachers Pennsylvania Realty, Inc.
Country Commons Doylestown Trust Teachers Personal Investors Services, Inc.
Country Commons Joint Venture Trust Teachers Properties, Inc.
DAN Properties, Inc. Teachers REA, Inc.
Illinois Teachers Properties, LLC Teachers REA II, LLC
JV California Two, Inc. Teachers Realty Corporation
JV California Three, Inc. TED-NP, LLC
JV Florida One, Inc. Tethys Slu, Inc.
JV Florida Four, Inc. TIAA-CREF Individual & Institutional Services, Inc.
JV Georgia One, Inc. TIAA-CREF Investment Management, LLC
JV Indiana Three, Inc. TIAA-CREF Life Insurance Company
JV Maryland One, Inc. TIAA-Fund Equities, Inc.
JV Michigan One, Inc. TIAA Holdings, Inc.
JV Michigan Two, Inc. TIAA Realty, Inc.
JV Michigan Three, Inc. TPI Housing, Inc.
JV Minnesota One, Inc. Washington Teachers Properties I, Inc.
JV Missouri One, Inc. Washington Teachers Properties II, Inc.
JV North Carolina One, Inc. Windermere Goshen Trust
JV Virginia One, Inc. Windermere Place Joint Venture Trust
JV Virginia Two, Inc. WRC Properties, Inc.
JV Virginia Three, Inc. 730 Properties, Inc.
JWL Properties, Inc. 730 Cal Hotel Properties I, Inc.
Liberty Place Retail, Inc. 730 Cal Hotel Properties II, Inc.
Macallister Holdings, Inc. 730 Georgia Hotel Properties I, Inc.
Mass. Norwood Properties, Inc. 730 Mass. Holding I, Inc.
Minnesota Teachers Realty Corp. 730 Mass. Hotel Properties I, Inc.
MN Properties, Inc. 730 Minn. Holding I, Inc.
M.O.A. Enterprises, Inc. 730 Minn. Hotel Properties I, Inc.
MRC Properties, Inc. 730 MO Hotel Properties I, Inc.
ND Properties, Inc. 730 Penn. Hotel Properties I, Inc.
Reserve Management, Inc. TEO-NP, LLC
Rouse-Teachers Properties, Inc. TIAA-CREF Investment Management, LLC
Savannah Teachers Properties, Inc. 485 Properties, LLC
T-Investment Properties Corp.
T-Land Corp.
T-Las Colinas Towers Corp.
</TABLE>
C-4
<PAGE> 41
(1) All subsidiaries of TIAA are Delaware corporations except as
follows:
A) Teachers Realty Corporation and Liberty Place Retail,
Inc. are Pennsylvania corporations.
B) Minnesota Teachers Realty Corporation is a Minnesota
corporation.
C) All Trusts are Pennsylvania business trusts.
D) TIAA-CREF Life Insurance Company is a New York
Corporation.
(2) All subsidiaries are 100%-owned directly by TIAA, except as
follows:
A) TCT Holdings, Inc., Teachers Personal Investors
Services, Inc., Teachers Advisors, Inc., Macallister
Holdings, Inc. and TIAA-CREF Life Insurance Company
are 100%-owned by TIAA Holdings, Inc.
B) TIAA-CREF Trust Company, FSB is 100% owned by TCT
Holdings, Inc.
C) M.O.A. Enterprises, Inc., Teachers Properties, Inc.,
730 Properties, Inc., T-Investment Properties Corp.
and T-Land Corp. are 100% owned by Macallister
Holdings, Inc.
D) Chesapeake Investors, Inc. is 95%-owned by Teachers
Properties, Inc. and 5%-owned by The Rouse Company.
Rouse-Teachers Properties, Inc. is 100%-owned by
Chesapeake Investors, Inc.
E) TPI Housing, Inc. is 100%-owned by Teachers
Properties, Inc.
F) 730 Cal Hotel Properties I, Inc., 730 Cal Hotel
Properties II, Inc., 730 Georgia Hotel Properties I,
Inc., 730 Mass Holding I, Inc., 730 Minn. Holding I,
Inc., 730 MO Hotel Properties I, Inc., 730 Penn Hotel
Properties I, Inc. are 100%-owned by 730 Properties,
Inc.
G) 730 Minn. Hotel Properties I, Inc. is 100% owned by
730 Minn. Holding I, Inc.
H) 730 Mass. Hotel Properties I, Inc. is 100% owned by
730 Mass. Holding I, Inc.
(3) All subsidiaries have as their sole purpose the ownership of
investments which could, pursuant to New York State Insurance Law, be owned by
TIAA itself, except the following:
C-5
<PAGE> 42
A) Teachers Advisors, Inc., which provides investment
advice for the Registrant.
B) Teachers Personal Investors Services, Inc., which
provides broker-dealer services for the Registrant.
C) TIAA-CREF Investment Management, LLC, which provides
investment advice for College Retirement Equities
Fund.
D) TIAA-CREF Individual & Institutional Services, Inc.,
which provides broker-dealer and administrative
services for College Retirement Equities Fund.
E) Reserve Management, Inc., which is intended to be
used by TIAA as a vehicle for short-term borrowing.
F) TCT Holdings, Inc., which is a unitary thrift holding
company, was formed for the sole purpose of holding
stock of a federal chartered savings bank.
G) TIAA-CREF Life Insurance Company, which is a
subsidiary life insurance company of TIAA, is
licensed under the State of New York to market
certain life insurance products not currently offered
by TIAA.
H) TIAA-CREF Trust Company, FSB which is a federal
chartered savings bank.
ITEM 27. NUMBER OF CONTRACTOWNERS
As of December 31, 1998, there were no owners of contracts of the class
presently offered by this Registration Statement.
ITEM 28. INDEMNIFICATION
The TIAA-CREF Life bylaws provide that TIAA-CREF Life will indemnify,
in the manner and to the fullest extent permitted by law, each person made or
threatened to be made a party to any action, suit or proceeding, whether or not
by or in the right of TIAA-CREF Life, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that he or she
or his or her testator or intestate is or was a director, officer or employee of
TIAA-CREF Life, or is or was serving at the request of TIAA-CREF Life as
director, officer or employee of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, if such director,
officer or employee acted, in good faith, for a purpose which he reasonably
believed to be in, or in the case of service for
C-6
<PAGE> 43
any other corporation or any partnership, joint venture trust, employee benefit
plan or other enterprise, not opposed to, the best interests of TIAA-CREF Life
and in criminal actions or proceedings, in addition, had no reasonable cause to
believe his or her conduct was unlawful. To the fullest extent permitted by law
such indemnification shall include judgments, fines, amounts paid in settlement,
and reasonable expenses, including attorneys' fees. No payment of
indemnification, advance or allowance under the foregoing provisions shall be
made unless a notice shall have been filed with the Superintendent of Insurance
of the State of New York not less than thirty days prior to such payment
specifying the persons to be paid, the amounts to be paid, the manner in which
payment is authorized and the nature and status, at the time of such notice, of
the litigation or threatened litigation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to officers and directors of the Depositor,
pursuant to the foregoing provision or otherwise, the Depositor has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Depositor of expenses incurred
or paid by a director or officer in connection with the successful defense of
any action, suit or proceeding) is asserted by a director or officer in
connection with the securities being registered, the Depositor will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in that Act and will
be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Teachers Personal Investors Service, Inc. ("TPIS"), acts as
principal underwriter for Registrant, TIAA Separate Account VA-1, TIAA-CREF Life
Funds and TIAA-CREF Mutual Funds.
(b) The officers of TPIS and their positions and offices with TPIS and
the Registrant are listed in Schedule A of Form BD as currently on file with the
Commission (File No. 8-47051), the text of which is hereby incorporated by
reference.
(c) Not Applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained at the Registrant's home office, 730 Third Avenue, New York, New York
10017, and at other offices of the Registrant located at 750 Third Avenue and
485 Lexington Avenue, both in New York, New York 10017. In addition, certain
duplicated records are maintained at Pierce Leahy Archives, 64 Leone Lane,
Chester, New York 10918.
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<PAGE> 44
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
(a) The Registrant undertakes to file a post-effective amendment to
this Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration Statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted.
(b) The Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.
(c) The Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.
(d) TIAA-CREF Life represents that the fees and charges deducted under
the Contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by
TIAA-CREF Life. TIAA-CREF Life bases its representation on its assessment of all
of the facts and circumstances, including such relevant factors, as: the nature
and extent of such services, expenses and risks; the need for TIAA-CREF Life to
earn a profit; and the degree to which the contracts include innovative
features. This representation applies to all contracts sold pursuant to this
Registration Statement, including those sold on the terms specifically described
in the Prospectus contained herein, or any variations therein, based on
supplements, endorsements, or riders to any Contracts or prospectus, or
otherwise.
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<PAGE> 45
SIGNATURES
As required by the Securities Act of 1933 and the Investment
Company Act of 1940, TIAA-CREF Life Separate Account VA-1 has duly caused this
Registration Statement to be signed on its behalf, in the City of New York and
State of New York on the 18th day of August, 1998.
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
By: TIAA-CREF Life Insurance Company
(On behalf of the Registrant and itself)
By: /s/ Thomas G. Walsh
----------------------------
Thomas G. Walsh
President
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Thomas G. Walsh President (Principal 8/18/98
- ------------------------ Executive Officer) and
Thomas G. Walsh Director
/s/Richard L. Gibbs Executive Vice President 8/18/98
- ------------------------ and Chief Financial Officer
Richard L. Gibbs (Principal Financial and
Accounting Officer) and
Director
</TABLE>
<PAGE> 46
<TABLE>
<CAPTION>
Signature of Director Date Signature of Director Date
- --------------------- ---- --------------------- ----
<S> <C> <C> <C>
/s/ Scott C. Evans 8/18/98 /s/ John J. McCormack 8/18/98
- ------------------------ ----------------------------
Scott C. Evans John J. McCormack
/s/ Don W. Harrell 8/18/98 /s/ John A. Putney, Jr. 8/18/98
- ------------------------ ----------------------------
Don W. Harrell John A. Putney, Jr.
/s/ Larry D. Hershberger 8/18/98 /s/ John A. Somers 8/18/98
- ------------------------ ----------------------------
Larry D. Hershberger John A. Somers
/s/ Matina S. Horner 8/18/98 /s/ Charles H. Stamm 8/18/98
- ------------------------ ----------------------------
Matina S. Horner Charles H. Stamm
/s/ Martin L. Leibowitz 8/18/98 /s/ Leonard B. Zimmerman 8/18/98
- ------------------------ ----------------------------
Martin L. Leibowitz Leonard B. Zimmerman
</TABLE>
C-10
<PAGE> 47
EXHIBIT INDEX
(1) Resolutions of the Board of Directors of TIAA-CREF Life establishing the
Registrant
<PAGE> 1
Exhibit (1)
Resolutions Establishing Separate Account
RESOLVED, that TIAA-CREF Life Insurance Company ("TIAA-CREF Life")
hereby establishes a separate account pursuant to New York Insurance Law Section
4240, and to the extent applicable, New York Insurance Regulation No. 47, to be
designated "Separate Account VA-1" or such other designation as the appropriate
officers of TIAA-CREF Life shall hereafter determine (the "Separate Account"),
for the following use and purposes, and subject to such conditions as
hereinafter set forth; and
RESOLVED, that the Separate Account is established for the purpose of
providing for the issuance by TIAA-CREF Life of certain variable annuity
contracts ("Contracts"), and shall constitute a funding medium for such
Contracts issued by TIAA-CREF Life; and
RESOLVED, that pursuant to Section 4240 of the New York Insurance Law,
the assets of the Separate Account shall be legally segregated from the assets
of the general account of TIAA-CREF Life and that portion of the assets of the
Separate Account not exceeding the reserves and other contract liabilities
relating to the Separate Account shall not be chargeable with liabilities
arising out of any other business of TIAA-CREF Life; and
RESOLVED, that the assets of the Separate Account shall be derived
solely from (a) sale of variable annuity products, (b) funds corresponding to
income and capital gain accumulation with respect to investment of such assets,
and (c) any advances made by TIAA-CREF Life in connection with the operation of
the Separate Account; and
RESOLVED, that the income, gains, and losses (whether or not realized)
from assets allocated to the Separate Account shall, in accordance with any
variable annuity contracts issued by TIAA-CREF Life providing for allocations to
the Separate Account, be credited to or charged against the Separate Account
without regard to the other income, gains, or losses of TIAA-CREF Life; and
RESOLVED, that TIAA-CREF Life shall maintain in the Separate Account
assets with a fair market value at least equal to the amounts accumulated in
accordance with the terms of the applicable variable annuity contracts and the
statutory valuation reserves for such variable annuity contracts; and
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and
hereby are, authorized to transfer cash or securities from time to time between
TIAA-CREF Life's general account and the Separate Account as deemed necessary or
appropriate and consistent with the terms of TIAA-CREF Life's Plan of Operation
for the Separate Account and the Contracts; and
RESOLVED, that the officers of TIAA-CREF Life be, and hereby are,
authorized in their discretion as they may deem appropriate from time to time in
accordance with applicable laws and regulations (a) to divide the Separate
Account into divisions or subdivisions, (b) to modify or eliminate any such
divisions or subdivisions, and (c) to designate further any division or
subdivision thereof.
