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As filed with the Securities and Exchange Commission on December 9, 1998
File No. 333-61761
File No. 811-08963
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. ___ [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 1 [ ]
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.
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PROSPECTUS
TIAA-CREF LIFE INSURANCE COMPANY
PERSONAL ANNUITY SELECT
INDIVIDUAL DEFERRED
VARIABLE ANNUITY CONTRACT
FUNDED THROUGH
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
JANUARY 4, 1999
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PROSPECTUS
DATED JANUARY 4, 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 information you should know before investing in the
Personal Annuity Select, an 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 January 4, 1999. You can
receive a free SAI 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.
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TABLE OF CONTENTS
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..............................................15
Death Benefits................................................................16
Timing of Payments............................................................18
Federal Income Taxes..........................................................18
Condensed Financial Information; Performance Information......................20
General Matters...............................................................21
Distribution of the Contracts.................................................22
Legal Proceedings.............................................................23
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.
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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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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.
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WHAT EXPENSES MUST I CURRENTLY 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 EXPENSES.......................................................................................None
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
Mortality and expense risk charge (current)(2) ..................................................... 0.10%
Administrative expense charge (current)(2)...........................................................0.20%
Total separate account annual charges (after fee waiver)(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(2)(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 Kentucky and 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) Although the total separate account charges stated under the contract
are 1.20% per year, TIAA-CREF Life has waived these charges to 0.30%.
TIAA-CREF Life will provide at least three months' notice before it
raises these charges.
(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 payable under the contract would be 0.60%,
assuming continued waiver of separate account charges.
(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%.
We will provide at least three months' notice before we raise any of these
charges.
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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 and that the current fee waivers are in place.
<TABLE>
<CAPTION>
ANNUAL EXPENSE DEDUCTIONS FROM NET ASSETS 1 YEAR 3 YEARS
- ----------------------------------------- ------ -------
<S> <C> <C>
If you withdraw your entire accumulation at the end of
the applicable time period: $4 $12
If you annuitize at the end of the applicable time period: $4 $12
If you do not withdraw your entire accumulation: $4 $12
</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. (Note that the value of your initial premium may have gone
down during the period.) 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
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account balance. All cash withdrawals must be for at least $1,000 or your entire
account balance.
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 or until the end of a specified guaranteed period,
whichever is longer. 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-CREF Enterprises, 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.
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 September 30, 1998,
TIAA's assets were approximately $100.3 billion; the combined assets for TIAA
and CREF totalled approximately $222.1 billion (although neither TIAA nor CREF
stands behind TIAA-CREF Life's guarantees).
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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, and the
obligations under the contracts are obligations of TIAA-CREF Life, 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.
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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.
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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
Initial Premiums. We'll issue you a contract as soon as we receive your
completed application and your initial premium at our home office. Please send
your check, payable to TIAA-CREF Life Insurance Company, along with the
application to:
TIAA-CREF
P.O. Box 71727
Chicago, IL 60694-1727
Initial premiums must be for at least $250. However, you may establish an
automatic investment plan using electronic funds transfers with a minimum
investment of $25 by completing an authorization form. (The initial payment must
be made by check.) 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.
Additional Premiums. Subsequent premiums must be for at least $25. Send a check
payable to TIAA-CREF Life Insurance Company, along with a personalized payment
coupon (supplied upon purchasing a contract) to:
TIAA-CREF
P.O. Box 95919
Chicago, IL 60694-5919
If you don't have a coupon, use a separate piece of paper to give us your name,
address and contract number. 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.
Electronic Payment. You may make initial or subsequent investments by electronic
payment. A federal wire is usually received the same day and an ACH is usually
received by the second day after transmission. Be aware that your bank may
charge you a fee to wire funds, although ACH is usually less expensive than a
federal wire. Here's what you need to do:
1. If you are sending in an initial premium, send us your
application;
2. Instruct your bank to wire money to:
Citibank, N.A.
ABA Number 021000089
New York, NY
Account of : TIAA-CREF Life Insurance Company
Account Number: 4068-4865
3. Specify on the wire:
- Your name, address and Social Security Number(s) or Taxpayer
Identification Number
- Indicate if this is for a new application or existing
contract (provide contract number if existing)
Certain Restrictions. 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:
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<TABLE>
<CAPTION>
"FREE LOOK"
JURISDICTION PERIOD (DAYS)
<S> <C>
Georgia.................................................................. 10
Idaho.................................................................... 20
Louisiana................................................................ 10
Massachusetts............................................................ 10
Michigan................................................................. 10
Missouri................................................................. 10
Nebraska................................................................. 10
Nevada................................................................... 10
New Jersey............................................................... 10
North Carolina........................................................... 10
Oklahoma................................................................. 10
Rhode Island............................................................. 10
South Carolina........................................................... 31
Texas.................................................................... 10
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.
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 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 13). 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.
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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, if
additional investment accounts are added, among the separate account's
investment accounts. Transfers to the 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. 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.
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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 our Automated
Telephone Service at 800 842-2252 (there is an option to speak with a live
person, if you wish), 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 .
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. Total
separate account charges (i.e., administrative expense and mortality and expense
risk charges) allowable under the contract are 1.20 percent of net assets
annually. TIAA-CREF Life has waived a portion of these charges so that current
charges total 0.30 percent of net assets annually. While TIAA-CREF Life reserves
the right to increase the separate account charges at any time, we will provide
at least three months' notice before any raise. TIAA-CREF Life itself provides
the administrative services for the separate account and the contracts and
expects that expense charges will remain relatively low.
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.
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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 allowable under the contract 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' 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. For a complete discussion of fund deductions and expenses, read
the fund prospectus.
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 premium payments.
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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. 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.
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 fourteen months after 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 One-Life Annuity with, in most cases, a ten year guaranteed
period. Your first annuity check may be delayed while we process your choice of
income options and calculate the amount of your initial payment.
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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, or until the end
of the specified guaranteed period, whichever period is longer. 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.
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
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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.
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.
METHODS OF PAYMENT OF DEATH BENEFITS
You can choose in advance the method by which we'll pay death benefits. The
level of death benefits received will depend on the method of payment selected.
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.
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- 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.
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.
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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 at the time you withdraw 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.
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 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.
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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.
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
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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
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.
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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.
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.
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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
January 4, 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 January 4, 1999 (the
"Prospectus"), for the variable annuity that is the variable component of the
contract. The Prospectus is available without charge by writing us at TIAA-CREF
Life Insurance Company, 730 Third Avenue, New York, N.Y. 10017-3206, or calling
us toll-free at 800 842-2733,extension 5509. 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> 28
TABLE OF CONTENTS
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 29
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)[to the power of 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 (i.e.,less contractowner transaction expenses, which
are currently 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> 31
(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> 32
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> 33
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
periodic 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 and CREF.
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. Ernst & Young
LLP is located at 787 Seventh Avenue, New York, New York 10019.
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
7
<PAGE> 34
performance is no guarantee of future results, in the past stocks have
outperformed many 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.
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<PAGE> 35
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
Audited financial statements of the separate account and TIAA-CREF Life follow.
TIAA-CREF Life's financial statements 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.
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<PAGE> 36
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements [TO BE FILED BY AMENDMENT]
Part A: Financial Statements of Separate Account
Part B: Consolidated Financial Statements of TIAA-CREF Life
Insurance Company (TIAA-CREF Life):
Page
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-
(b) Exhibits
(1) Resolutions of the Board of Directors of TIAA-CREF
Life establishing the Registrant */
(2) None
(3) (A) Distribution Agreement by and among TIAA-CREF
Life, TIAA-CREF Life on behalf of the Registrant,
and Teachers Personal Investors Services, Inc.
(TPIS) 1/
(B) Selling Agreement between TPIS and TIAA-CREF
Individual & Institutional Services, Inc. and
Amendment thereto 1/
(4) Form of Personal Annuity Select Contract 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) Participation/Distribution Agreement with TIAA-CREF
Life Funds 1/
(9) Consent of Charles H. Stamm, Esquire 2/
(10) (A) Consent of Sutherland, Asbill & Brennan LLP 2/
(B) Consent of Ernst & Young LLP 2/
(C) Consent of Deloitte & Touche LLP 2/
(11) None
(12) Seed money memorandum 1/
(13) Schedule of Computation of Performance Information 2/
(14) Financial Data Schedule - not required
- ------------
* Previously filed.
1/ Filed herewith.
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2/ 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 Vice
TIAA-CREF Life Insurance Company President and Chief
730 Third Avenue 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
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
</TABLE>
C-2
<PAGE> 38
<TABLE>
<CAPTION>
Positions and Offices
Name and Principal Business Address with the Depositor
<S> <C>
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
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
TIAA-CREF Life Insurance Company, the depositor, is a direct
wholly-owned subsidiary of TIAA-CREF Enterprises, Inc., a direct wholly-owned
subsidiary of Teachers Insurance and Annuity Association of America (TIAA). The
following companies are subsidiaries of TIAA and are included in the
consolidated financial statements of TIAA.
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<PAGE> 39
All TIAA subsidiary companies are Delaware corporations, except as indicated.
All trusts are Pennsylvania business trusts.
AIC Properties, Inc.
BT Properties, Inc.
College Credit Trust
Country Commons Doylestown Trust
Country Commons Joint Venture Trust
DAN Properties, Inc.
ETC Repackaging, Inc.
Illinois Teachers Properties, LLC
JV California Two, Inc.
JV California Three, Inc.
JV Florida One, Inc.
JV Florida Four, Inc.
JV Georgia One, Inc.
JV Maryland One, Inc.
JV Michigan One, Inc.
JV Michigan Two, Inc.
JV Michigan Three, Inc.
JV Minnesota One, Inc.
JV Missouri One, Inc.
JV North Carolina One, Inc.
JWL Properties, Inc.
Liberty Place Retail, Inc.
Light Street Partners, LLP - Maryland
Macallister Holdings, Inc.
Minnesota Teachers Realty Corp. - Minnesota
MN Properties, Inc.
M.O.A. Enterprises, Inc.
MRC Properties, Inc.
ND Properties, Inc.
New York State College Choice Tuition LLC - New York
Rouse-Teachers Holding Company - Nevada
Rouse-Teachers Land Holdings, Inc. - Maryland
Savannah Teachers Properties, Inc.
T-Investment Properties Corp.
T-Land Corp.
T-Las Colinas Towers Corp.
TCT Holdings, Inc.
Teachers Advisors, Inc.
Teachers Boca Properties II, Inc.
Teachers Pennsylvania Realty, Inc. - Pennsylvania
Teachers Personal Investors Services, Inc.
Teachers Properties, Inc.
Teachers REA, Inc.
Teachers REA II, LLC
Teachers REA II, Inc. - Pennsylvania
Teachers REA III, LLC
Teachers Realty Corporation - Pennsylvania
TEO-NP, LLC - Pennsylvania
Tethys Slu, Inc.
TIAA-CREF Individual & Institutional Services, Inc.
TIAA-CREF Investment Management, LLC
TIAA-CREF Life Insurance Company
TIAA-CREF Tuition Financing, Inc.
TIAA Timberlands I, LLC
TIAA-Fund Equities, Inc.
TIAA-CREF Enterprises, Inc.
TIAA Realty, Inc.
TPI Housing, Inc.
Washington Teachers Properties I, Inc.
Washington Teachers Properties II, Inc.
Windermere Goshen Trust
Windermere Place Joint Venture Trust
WRC Properties, Inc.
730 Properties, Inc.
730 Cal Hotel Properties I, Inc.
730 Cal Hotel Properties II, Inc.
730 Georgia Hotel Properties I, Inc.
730 Mass. Holding I, Inc.
730 Mass. Hotel Properties I, Inc.
730 Minn. Holding I, Inc.
730 Minn. Hotel Properties I, Inc.
730 MO Hotel Properties I, Inc.
730 Penn. Hotel Properties I, Inc.
485 Properties, LLC
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<PAGE> 40
(1) All subsidiaries are 100%-owned directly by TIAA, except as
follows:
A) TCT Holdings, Inc., Teachers Personal Investors
Services, Inc., Teachers Advisors, Inc., TIAA-CREF
Life Insurance Company and TIAA-CREF Tuition
Financing, Inc. are 100%-owned by TIAA-CREF
Enterprises, Inc.
B) TIAA-CREF Trust Company, FSB is 100% owned by TCT
Holdings, Inc.
C) T-Investment Properties Corp. and T-Land Corp. are
100% owned by Macallister Holdings, Inc.
D) RTHC is 95%-owned by Teachers Properties, Inc. and
5%-owned by The Rouse Company. RTLH is 100%-owned by
RTHC.
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.
(2) 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:
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.
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<PAGE> 41
D) TIAA-CREF Individual & Institutional Services, Inc.,
which provides broker-dealer and administrative
services for College Retirement Equities Fund.
E) 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.
F) 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.
G) TIAA-CREF Trust Company, FSB which is a federal
chartered savings bank.
H) TIAA-CREF Tuition Financing, LLC, which services
various state tuition savings plan.
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 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
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<PAGE> 42
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.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
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<PAGE> 43
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> 44
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 9th day of December, 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 12/9/98
Thomas G. Walsh Executive Officer) and
Director
/s/ Richard L. Gibbs Executive Vice President 12/9/98
Richard L. Gibbs and Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
</TABLE>
C-9
<PAGE> 45
<TABLE>
<CAPTION>
Signature of Director Date Signature of Director Date
<S> <C> <C> <C>
/s/ Scott C. Evans 12/9/98 /s/ John J. McCormack 12/9/98
Scott C. Evans John J. McCormack
/s/ Dennis D. Foley 12/9/98 /s/ John A. Putney, Jr. 12/9/98
Dennis D. Foley John A. Putney, Jr.
/s/ Don W. Harrell 12/9/98 /s/ John A. Somers 12/9/98
Don W. Harrell John A. Somers
/s/ Larry D. Hershberger 12/9/98 /s/ Charles H. Stamm 12/9/98
Larry D. Hershberger Charles H. Stamm
/s/ Matina S. Horner 12/9/98 /s/ Leonard B. Zimmerman 12/9/98
Matina S. Horner Leonard B. Zimmerman
/s/ Martin L. Leibowitz 12/9/98
Martin L. Leibowitz
</TABLE>
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<PAGE> 46
EXHIBIT INDEX
(3) (A) Distribution Agreement by and among TIAA-CREF Life, TIAA-CREF Life
on behalf of the Registrant, and Teachers Personal Investors
Services, Inc.(TPIS)
(B) Selling Agreement between TPIS and TIAA-CREF Individual &
Institutional Services, Inc. and Amendment thereto
(4) Form of Personal Annuity Select Contract
(5) Form of Application for Personal Annuity Select Contract
(6) (A) Charter of TIAA-CREF Life
(B) Bylaws of TIAA-CREF Life
(8) Participation/Distribution Agreement with TIAA-CREF Life Funds
(12) Seed money memorandum
<PAGE> 1
EXHIBIT 99.B.3A
DISTRIBUTION AGREEMENT
FOR THE CONTRACTS FUNDED BY
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
THIS AGREEMENT made this 30th day of November, 1998, by and among:
TIAA-CREF Life Insurance Company ("TIAA-CREF Life"), a New York insurance
corporation, for itself and on behalf of TIAA-CREF Life Separate Account VA-1
(the "Separate Account"), a separate account of TIAA-CREF Life established
pursuant to the New York State Insurance Law; and Teachers Personal Investors
Services, Inc. ("TPIS"), a Delaware corporation.
WITNESSETH:
WHEREAS, TIAA-CREF Life has established the Separate Account to
segregate assets funding the variable benefits provided by the Personal Annuity
Select, an individual, flexible premium, deferred annuity (the "Contracts"), as
well as by other contracts that may be offered by TIAA-CREF Life in the future;
and
WHEREAS, the Separate Account is registered as a unit investment trust
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
currently consists of a single investment account that invests in the Stock
Index Fund of TIAA-CREF Life Funds (known as the Stock Index Account), and may
consist of additional investment accounts in the future (collectively, with the
Stock Index Account, referred to herein as "Accounts"); and
WHEREAS, TPIS will be the principal underwriter distributing the
Contracts and is registered as a broker-dealer under the Securities Exchange Act
of 1934, as amended (the "1934 Act"), and is a member of the National
Association of Securities Dealers, Inc.("NASD"); and
WHEREAS, TIAA-CREF Life and the Separate Account have filed a
registration statement to register the Contracts under the Securities Act of
1933, as amended (the "1933 Act"), and desires to retain TPIS to distribute the
Contracts and TPIS is willing to distribute the Contracts in the manner and on
the terms set forth herein; and
WHEREAS, TIAA-CREF Life is willing to compensate TPIS for the services
to be provided in the manner and on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, TIAA-CREF Life, the Separate Account, and TPIS
hereby agree as follows:
<PAGE> 2
1. Distribution of the Contracts.
(a) TIAA-CREF Life and the Separate Account hereby grant to
TPIS the exclusive right, subject to the requirements of the 1933 Act, the 1934
Act, and the 1940 Act, and the terms set forth herein, to distribute the
Contracts during the term of this Agreement. TPIS agrees to use its best efforts
to distribute the Contracts, and to advise owners of Contracts in connection
therewith.
(b) To the extent necessary to offer the Contracts, TPIS shall
be duly registered or otherwise qualified under the securities laws of any state
or other jurisdiction in which such Contracts may lawfully be sold and in which
TPIS is licensed or otherwise authorized to sell the Contracts. TPIS shall be
responsible for the training, supervision and control of its registered
representatives for the purpose of the NASD Rules and Fair Practice and federal
and state securities law requirements applicable in connection with the offering
and sale of the Contracts. In this connection, TPIS shall retain written
supervisory procedures in compliance with Section 3010 of the NASD Conduct
Rules.
(c) TPIS agrees to offer the Contracts for sale in accordance
with the then-current prospectus and statement of additional information ("SAI")
for the Separate Account filed with the Securities and Exchange Commission (the
"Commission").
(d) TIAA-CREF Life shall furnish TPIS with copies of all
prospectuses, SAIs, financial statements and other documents which TPIS
reasonably requires for use in connection with the distribution of the
Contracts. TPIS will be entitled to rely on all documentation and information
furnished to it by TIAA-CREF Life or the Separate Account.
(e) It is understood that no payments made under the Contracts
shall be paid or remitted to TPIS.
2. Books and Records
(a) TIAA-CREF Life, the Separate Account, and TPIS shall cause
to be maintained and preserved all required books of account and related
financial records as are required by the 1934 Act, the NASD and any other
applicable laws and regulations. All the books and records maintained by
TIAA-CREF Life (on behalf of TPIS) in connection with the offer and sale of the
Contracts shall be maintained and preserved in conformity with the requirements
of Rules 17a-3 and 17a-4 under the 1934 Act or the corresponding provisions of
any future federal securities laws or regulations, to the extent that such
requirements are applicable to the variable annuity operations. All such books
and records shall be maintained
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<PAGE> 3
and held by TIAA-CREF Life on behalf of and as agent for TPIS, whose property
they are and shall remain. Such books and records shall be at all times subject
to inspection by the Commission in accordance with Section 17(a) of the 1934
Act. TIAA-CREF Life shall retain control and responsibility for any functions
that it may delegate to other parties in connection with services rendered
pursuant to this agreement.
(b) TPIS shall have the responsibility for maintaining the
records of sales representatives licensed, registered and otherwise qualified to
sell the Contracts.
3. Reports. TPIS shall cause TIAA-CREF Life and/or the Separate Account
to be furnished with such reports as either or both may reasonably request for
the purpose of meeting reporting and recordkeeping requirements under the
insurance laws of the State of New York and any other applicable states or
jurisdictions.
4. Compensation and Expenses.
(a) In consideration of the services performed by TPIS
hereunder, TIAA-CREF Life shall compensate TPIS monthly. The amount of this
compensation shall be based on the premiums (which shall include amounts from
investment vehicles of companies other than TIAA) received by TIAA-CREF Life and
allocated to the Separate Account under the Contracts. The current rate of
compensation is shown on Schedule A, attached herewith.
(b) The Separate Account shall not be liable to TPIS (or
TIAA-CREF Life) for any expenses incurred for services related to the
distribution of the Contracts (except to the extent that amounts arising from
the mortality and expense risk charge paid to TIAA-CREF Life are deemed to cover
such distribution expenses). TPIS shall be responsible for all expenses relating
to the distribution of the Contracts, including but not limited to:
(i) the costs and expenses of providing the necessary
facilities, personnel, office equipment and supplies, telephone service, and
other utility service necessary to carry out its obligations hereunder;
(ii) charges and expenses of outside legal counsel
retained with respect to activities related to the distribution of the
Contracts;
(iii) the costs and expenses of underwriting and
issuance of the Contracts;
(iv) the costs and expenses of printing definitive
prospectuses and statements of additional information and any supplements
thereto for prospective purchasers;
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<PAGE> 4
(v) expenses incurred in connection with TPIS's
registration as a broker or dealer or in the registration or qualification of
its officers, directors or representatives under federal and state securities
laws;
(vi) the costs of promotional, sales and advertising
materials; and
(vii) any other expenses incurred by TPIS or its
representatives in connection with performing the obligations of TPIS under this
Agreement.
6. Non-Exclusivity. TIAA-CREF Life and the Separate Account agree that
the services to be provided by TPIS hereunder are not to be deemed exclusive and
TPIS is free to act as distributor of other variable insurance products or
investment company shares issued by TIAA-CREF Life or any entity affiliated
therewith. TPIS shall, for all purposes herein, be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no authority
to act for or represent TIAA-CREF Life or the Separate Account in any way or
otherwise be deemed an agent of TIAA-CREF Life or the Separate Account other
than in furtherance of its duties and responsibilities as set forth in this
Agreement.
7. Liability. TPIS will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Separate Account in connection
with the matters to which this Agreement relates. Nothing herein contained shall
be construed to protect TPIS against any liability resulting from the bad faith
or negligence of TPIS in the performance of its obligations and duties or from
reckless disregard of its obligations and duties under this Agreement or by
virtue of violation of any applicable law.
8. Regulation.
(a) This Agreement shall be subject to the provisions of the
1940 Act, the 1934 Act and the rules, regulations and rulings thereunder, and of
the NASD, as in effect from time to time, including such exemptions and other
relief as the Commission, its staff, or the NASD may grant, and the terms hereof
shall be interpreted and construed in accordance therewith. Without limiting the
generality of the foregoing, the term "assigned" shall not include any
transactions exempted from Section 15(b)(2) of the 1940 Act.
(b) TPIS shall submit to all regulatory and administrative
bodies having jurisdiction over the present and future operations of the
Separate Account, any information, reports or other material which any such body
by reason of this Agreement may request or require pursuant to applicable law or
regulations. Without limiting the generality of the foregoing, TPIS shall
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<PAGE> 5
furnish the SEC, the State of New York Secretary of State and/or the
Superintendent of Insurance with any information or reports which the SEC, the
Secretary of State and/or the Superintendent of Insurance may request in order
to ascertain whether the operations of the Separate Account are being conducted
in a manner consistent with applicable laws or regulations.
9. Investigation and Proceedings.
(a) TIAA-CREF Life, the Separate Account, and TPIS agree to
cooperate fully in any insurance or securities regulatory inspection, inquiry,
investigation, or proceeding or any judicial proceeding with respect to
TIAA-CREF Life, the Separate Account, or TPIS, their affiliates and their
representatives to the extent that such inspection, inquiry, investigation or
proceeding is in connection with the Contracts distributed under this Agreement.
(b) In the case of a customer complaint, TIAA-CREf Life, the
Separate Account, and TPIS will cooperate in investigating such complaint and
shall arrive at a mutually satisfactory response.
10. Duration and Termination of the Agreement.
(a) This Agreement shall become effective with respect to the
Contracts as of the date first written above. It shall become effective as to
any subsequently offered contract when it has been approved by the TIAA-CREF
Life Board of Directors specifically for such contract. "Subsequently offered
contract" means a contract issued and funded by the Separate Account subsequent
to the initial effective date of this Agreement.
(b) This Agreement shall continue in effect for two years from
the date of its execution and thereafter from year to year, but only so long as
such continuance is specifically approved at least annually by the Board of
Directors or by the vote of a majority of the outstanding shares of the Separate
Account.
(c) This Agreement may be terminated, without the payment of
any penalty, by TIAA-CREF Life, the Separate Account, or TPIS on sixty days'
written notice to the other parties. This Agreement shall automatically
terminate in the event of its assignment.
(d) Upon termination of this agreement, all authorizations,
rights and obligations shall cease except the obligation to settle accounts
hereunder and the agreements contained in paragraph 9 hereunder.
11. Definitions. The term "assignment", "interested person" and
"majority of the outstanding shares", when used in this
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<PAGE> 6
Agreement, shall have the respective meanings specified under the 1940 Act and
rules thereunder.
12. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
13. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New York, as at the
time in effect, and the applicable provisions of the 1940 Act and rules
thereunder or other federal laws and regulations which may be applicable. To the
extent that the applicable law of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act and
rules thereunder or other federal laws and regulations which may be applicable,
the latter shall control.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
be deemed one instrument.
15. Notices. All notices and other communications provided for
hereunder shall be in writing and shall be delivered by hand or mailed first
class, postage prepaid, addressed as follows:
(a) If to TIAA-CREF Life -
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Attention: Thomas G. Walsh
(b) If to TPIS -
Teachers Personal Investors
Services, Inc.
730 Third Avenue
New York, New York 10017-3206
Attention: Thomas G. Walsh
or to such other address as the parties shall designate by notice to the others.
16. Miscellaneous. Captions in this Agreement are included for
convenience or reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, TIAA-CREF Life, the Separate Account, and TPIS,
have caused this Agreement to be executed in their names and
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<PAGE> 7
on their behalf by and through their duly authorized officers on the day and
year first above written.
TIAA-CREF LIFE INSURANCE COMPANY
for itself and on behalf of
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
By:/s/ Thomas G. Walsh Attest:/s/ Mark L. Serlen
Thomas G. Walsh
Title: President Title: Assistant Secretary
TEACHERS PERSONAL INVESTORS SERVICES, INC.
By:/s/ Lisa Snow Attest:/s/ Mark L. Serlen
Lisa Snow
Title: Vice President, Chief Title: Assistant Secretary
Counsel and Assistant
Secretary
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<PAGE> 8
SCHEDULE A to
Distribution Agreement
for the Contracts Funded By
TIAA-CREF Life Separate Account VA-1
The amount payable monthly by TIAA-CREF Life to TPIS in consideration
of the services performed by TPIS under this Agreement is forty hundredths of
one percent (0.40%) of the premiums (as that term is used in paragraph 5(a) of
this Agreement) received by TIAA-CREF Life and allocated to the Separate Account
under the Contracts during each month.
<PAGE> 1
EXHIBIT 99.B.3.B
SELLING AGREEMENT
FOR THE CONTRACTS FUNDED BY
TIAA SEPARATE ACCOUNT VA-1
THIS AGREEMENT made this 31st day of May, 1995, by and between Teachers
Personal Investors Services, Inc. ("TPIS"), a Delaware corporation, and
TIAA-CREF Individual & Institutional Services, Inc. ("T-C Services"), a Delaware
nonprofit corporation.
WITNESSETH:
WHEREAS, TPIS has entered into an agreement with Teachers Insurance and
Annuity Association of America ("TIAA") and TIAA Separate Account VA-1 (the
"Separate Account"), pursuant to which it serves as the distributor of the
Teachers Personal Annuity, an individual flexible premium deferred annuity
funded by the Separate Account (the "Contracts"); and
WHEREAS, TPIS proposes to have T-C Services sell, and T-C Services is
willing to sell, the Contracts; and
WHEREAS, each of TPIS and T-C Services is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and each
is a member of the National Association of Securities Dealers, Inc. ("NASD").
NOW, THEREFORE, TPIS and T-C Services hereby mutually agree as follows:
<PAGE> 2
1. Appointment of T-C Services
(a) TPIS hereby appoints T-C Services to distribute the
Contracts, subject to the requirements of the Securities Act of 1933 (the "1933
Act"), the 1934 Act and the Investment Company Act of 1940 (the "1940 Act")
during the term of this Agreement. T-C Services agrees to distribute the
Contracts and to advise owners of Contracts in connection therewith, in each
case subject to the direction of and any limitation imposed by TPIS.
(b) To the extent necessary to offer the Contracts, T-C
Services shall be duly registered or otherwise qualified under the securities
laws of any state or other jurisdiction. The sales representatives of T-C
Services shall be duly and appropriately licensed, registered or otherwise
qualified for the sale of such Contracts under the federal securities laws, any
applicable state insurance laws and securities laws of each state or other
jurisdiction in which such Contracts may lawfully be sold and in which T-C
Services is licensed or otherwise authorized to sell the Contracts. T-C Services
shall be responsible for the training, supervision and control of its registered
representatives for the purpose of the NASD Rules of Fair Practice and federal
and state securities law requirements applicable in connection with the offering
and sale of the Contracts.
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<PAGE> 3
(c) T-C Services agrees to offer the Contracts for sale in
accordance with the then-current prospectus and statement of additional
information ("SAI") therefor filed with the Securities and Exchange Commission
(the "Commission").
(d) TPIS shall be responsible for furnishing T-C Services with
copies of all prospectuses, SAIs, financial statements and other documents which
T-C Services reasonably requires for use in connection with the distribution of
the Contracts. T-C Services will be entitled to rely on all documentation and
information furnished to it by TPIS.
2. Books and Records
(a) T-C Services shall cause to be maintained and preserved
all required books of account and related financial records as are required by
the 1934 Act, the NASD and any other applicable laws and regulations in
connection with its distribution of the Contracts. All such books and records
maintained by or on behalf of T-C Services shall be maintained and preserved in
conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act or
the corresponding provisions of any future federal securities laws or
regulations, to the extent that such requirements are applicable to the
Contracts operations. Such books and records shall be at all times subject to
inspection by the Commission in accordance with Section 17(a)
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<PAGE> 4
of the 1934 Act.
(b) T-C Services shall have the responsibility for maintaining
the records of sales representatives licensed, registered and otherwise
qualified to sell the Contracts.
3. Reports
T-C Services shall cause TIAA and/or the Separate Account to be
furnished with such reports as either or both may reasonably request for the
purpose of meeting reporting and recordkeeping requirements under the insurance
laws of the State of New York and any other applicable states or jurisdictions.
4. Staff, Facilities, and Services
T-C Services shall be responsible for the maintenance of staff,
facilities and services necessary to meet its obligations hereunder in
connection with the distribution of the Contracts.
5. Expenses and Reimbursement
(a) T-C Services shall be responsible for all expenses
relating to its activities in connection with the distribution of the Contracts
pursuant to the terms of this Agreement.
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<PAGE> 5
(b) TPIS shall reimburse T-C Services for those expenses T-C
Services incurs solely in connection with its distribution of the Contracts
pursuant to this Agreement. Reimbursement shall be made quarterly by means of a
single payment made within 30 days following the end of each quarter. These
expenses include, but are not limited to expenses incurred in connection with
T-C Services' registration as a broker or dealer or in the registration or
qualification of its officers, trustees or representatives under federal and
state securities laws.
6. Non-Exclusivity
TPIS understands and agrees that the services to be provided by T-C
Services hereunder are not to be deemed exclusive and T-C Services is free to
act as distributor of other variable insurance products or investment company
shares issued by TIAA, the College Retirement Equities Fund, or any entity
affiliated therewith. T-C Services shall, for all purposes herein, be deemed to
be an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent TPIS in any way or otherwise be deemed
an agent of TPIS other than in furtherance of its duties and responsibilities as
set forth in this Agreement.
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<PAGE> 6
7. Liability
T-C Services will not be liable for any error of judgment or mistake of
law or for any loss suffered by TPIS in connection with the matters to which
this Agreement relates. Nothing herein contained shall be construed to protect
T-C Services against any liability resulting from the willful misfeasance, bad
faith, or gross negligence of T-C Services in the performance of its obligations
and duties, or from reckless disregard of its obligations and duties under this
Agreement or by virtue of violation of any applicable law.
8. Regulation
(a) This Agreement shall be subject to the provisions of the
1940 Act, the 1934 Act and the rules, regulations and rulings thereunder, and of
the NASD, as in effect from time to time, including such exemptions and other
relief as the Commission, its staff, or the NASD may grant, and the terms hereof
shall be interpreted and construed in accordance therewith.
(b) T-C Services shall submit to all regulatory and
administrative bodies having jurisdiction over the present and future operations
of the Separate Account, any information, reports or other material which any
such body by reason of this
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<PAGE> 7
Agreement may request or require pursuant to applicable laws or regulations.
Without limiting the generality of the foregoing, T-C Services shall furnish the
SEC, the State of New York Secretary of State and/or the Superintendent of
Insurance with any information or reports which the SEC, the Secretary of State
and/or the Superintendent of Insurance may request in order to ascertain whether
the operations of the Separate Account are being conducted in a manner
consistent with applicable laws or regulations.
9. Investigation and Proceedings
(a) TPIS and T-C Services agree to cooperate fully in any
insurance or securities regulatory inspection, inquiry, investigation, or
proceeding or any judicial proceeding with respect to TIAA, the Separate
Account, TPIS or T-C Services, their affiliates and their representatives to the
extent that such inspection, inquiry, investigation or proceeding is in
connection with the Contracts distributed under this Agreement.
(b) In the case of a customer complaint, T-C Services and TPIS
will cooperate in investigating such complaint and shall arrive at a mutually
satisfactory response.
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<PAGE> 8
10. Duration and Termination of the Agreement
(a) This Agreement shall become effective with respect to the
Contracts as of July 1, 1995 and shall continue in effect indefinitely.
(b) This Agreement may be terminated, without the payment of
any penalty, by T-C Services or TPIS on sixty days' written notice to the other
parties. This Agreement shall automatically terminate in the event of its
assignment. Without limiting the generality of the foregoing, the term
"assigned" shall not include any transactions exempted from Section 15(b)(2) of
the 1940 Act. Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligation to settle accounts hereunder and
the agreements contained in paragraph 9 hereunder.
11. Definitions
The terms "Assignment", "interested person", and "majority of the
outstanding shares", when used in this Agreement, shall have the respective
meanings specified under the 1940 Act and rules thereunder.
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<PAGE> 9
12. Further Actions
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
13. Governing Law
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, as at the time in effect, and
the applicable provisions of the 1940 Act and rules thereunder or other federal
laws and regulations which may be applicable. To the extent that the applicable
law of the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act and rules thereunder or other federal laws
and regulations which may be applicable, the latter shall control.
14. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one
instrument.
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<PAGE> 10
15. Notices
All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage prepaid,
addressed as follows:
(a) If to TPIS -
Teachers Personal Investors Services, Inc.
730 Third Avenue
New York, New York 10017-3206
Attention: Ronald P. McPhee
(b) If to T-C Services
TIAA-CREF Individual & Institutional Services, Inc.
730 Third Avenue
New York, New York 10017-3206
Attention: John McCormack
or to such other address as T-C Services or TPIS shall designate by written
notice to the others.
16. Miscellaneous
Captions in this Agreement are included for convenience or reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
In WITNESS WHEREOF, TPIS and T-C Services have caused this Agreement to
be executed in their names and on their behalf by
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<PAGE> 11
and through their duly authorized officers on the day and year first above
written.
TEACHERS PERSONAL INVESTORS SERVICES, INC.
By: Attest:
Title: Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC.
By: Attest:
Title: Title:
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<PAGE> 12
AMENDMENT TO THE SELLING AGREEMENT
FOR THE
CONTRACTS FUNDED BY
TIAA SEPARATE ACCOUNT VA-1 AND THE SHARES
ISSUED BY THE TIAA-CREF MUTUAL FUNDS
Amendment to the Selling Agreement for the Contracts Funded by
the TIAA Separate Account VA-1 dated May 31, 1995, by and between Teachers
Personal Investors Services, Inc. ("TPIS") and TIAA-CREF Individual &
Institutional Services, Inc. ("T-C Services") as amended June 30, 1997. T-C
Services and TPIS mutually agree that upon execution of this Amendment, the
Agreement shall be amended as set forth below:
1. The title of the Agreement is hereby amended to
read as follows:
"Selling Agreement for the Contracts Funded by the TIAA
Separate Account VA-1, TIAA-CREF Life Separate Account VA-1
and the Shares Issued by TIAA-CREF Mutual Funds.
2. The first Whereas clause is hereby amended to read as
follows:
"WHEREAS, TPIS has entered into agreements with the Teachers
Insurance and Annuity Association of America ("TIAA"), TIAA
Separate Account VA-1 ("VA-1"), TIAA-CREF Mutual Funds (the
"Fund"), and TIAA-CREF Life Insurance Company, for itself and
on behalf of TIAA-CREF Life Separate Account VA-1 ("TIAA-CREF
Life VA-1"), pursuant to which it serves as the principal
underwriter of the variable annuity Contracts (the
"Contracts") issued by VA-1 and TIAA-CREF Life VA-1 and the
shares issued by the Fund (the "Shares").
IN WITNESS WHEREOF, T-C Services and TPIS have caused this
Amendment to the Agreement to be executed in their names and on their behalf as
of this 30th day of November, 1998 by and through their duly authorized
officers.
TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC.
By: Attest:
Lisa Snow Title:
Vice President, Chief
Counsel and Secretary
TEACHERS PERSONAL INVESTORS SERVICES, INC.
By: Attest:
Thomas G. Walsh Title:
President
<PAGE> 1
EXHIBIT 99.B.4
TIAA-CREF LIFE INSURANCE COMPANY
730 THIRD AVENUE, NEW YORK, N.Y. 10017-3209
TELEPHONE: [888-842-2733]
PERSONAL ANNUITY SELECT CONTRACT
Contract Date of Issue
Number mo day yr
[0-800135-6 01 01 1999]
Annuitant [John J. Jones]
Owner [Jane J. Doe]
This is a contract between you, the owner, and TIAA-CREF Life Insurance
Company ("TIAA-CREF Life"). This page refers briefly to some of the features of
this contract. The next pages set forth in detail the rights and obligations of
both TIAA-CREF Life and you under the contract.
PLEASE READ YOUR CONTRACT. IT IS IMPORTANT.
GENERAL DESCRIPTION
This is a flexible premium limited deferred annuity contract. You
allocate any future premiums to the fixed account and/or to investment accounts
of the separate account. Your contract accumulation (the value of your contract)
is the sum of your fixed account accumulation and your separate account
accumulations. Accumulations in the fixed account are credited with a guaranteed
interest rate, and may also be credited with additional interest. ACCUMULATIONS
IN THE SEPARATE ACCOUNT ARE VARIABLE, ARE NOT GUARANTEED, AND MAY INCREASE OR
DECREASE DEPENDING ON INVESTMENT RESULTS OF THE FUNDS UNDERLYING THE INVESTMENT
ACCOUNTS.
TIAA-CREF Life will pay the income benefit provided under this contract
to you, the owner. The income benefit is based on the life of the annuitant
named above, who may be the owner or another person. If you or the annuitant die
before the income benefit begins, TIAA-CREF Life will pay the death benefit
provided in this contract. Income and death benefits are based on your contract
accumulation and the rate schedule under which premiums and transfers are
credited to your fixed account accumulation.
You may choose to withdraw all or a part of your contract accumulation
on or before the day income benefits begin. This contract does not provide for
loans.
TIAA-CREF Life may stop accepting premiums under this contract and
accept premiums under a replacement contract. Such a replacement contract may
include a surrender charge, a lower guaranteed interest rate on fixed account
accumulations, and different annuity purchase rates.
30 DAY RIGHT TO EXAMINE YOUR CONTRACT. You have 30 days from the day
you receive this contract to examine it. If you decide to cancel this contract,
send it and your request to cancel to TIAA-CREF Life at the address above. Upon
receipt of such request, TIAA-CREF Life will refund the contract accumulation as
of the date you mailed or delivered your request to us, plus premium taxes (if
any) deducted from premiums paid. As of that date, the contract will then be
void and no benefits will be provided under it.
If you have any questions about your contract or need help to resolve a
problem, you can contact us at the address or phone number above.
NONQUALIFIED FLEXIBLE PREMIUM LIMITED DEFERRED ANNUITY
FIXED AND VARIABLE ACCUMULATIONS
Thomas G. Walsh
President and
Chief Executive Officer
TCL-1291.2 Page 1
TIAA-CREF Life PAS Ed. 1-1999
<PAGE> 2
YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
INDEX OF IMPORTANT TERMS AND PROVISIONS
Section
Accumulation
Contract.............................................................24
Fixed Account........................................................25
Investment Account...................................................27
Accumulation Unit
Number of............................................................32
Definition...........................................................28
Additional Interest...........................................................26
Annuitant - Definition.........................................................1
Annuity Starting Date
Definition............................................................2
Assignment - Rights Subject to................................................52
Beneficiary
Definition............................................................3
Naming................................................................3
Benefits Based on Incorrect Age...............................................59
Business Day...................................................................4
Claims of Creditors
Protection Against...................................................53
Contract - Consists of........................................................19
Correspondence with Us........................................................63
Death Benefit
Availability of......................................................38
Amount of Payments...................................................41
Death Benefit Payee - Definition......................................6
Definition............................................................5
Guaranteed Minimum...................................................40
Methods of Payment...................................................43
Naming Your Beneficiary...............................................3
Payable Date.........................................................39
Variable Accumulations...............................................42
Distributions Required on Death of Owner
After the Annuity Starting Date......................................37
Before the Annuity Starting Date.....................................44
Elections and Changes - Procedure.............................................55
Fixed Account..................................................................7
Fund - Definition..............................................................8
General Account................................................................9
Gross Investment Factor.......................................................30
Income Benefit
Amount of Payments...................................................34
Automatic Election...................................................36
Definition...........................................................10
Options..............................................................36
Payment of...........................................................33
Starting Payments....................................................35
Investment Account
Addition or Deletion.................................................48
Description..........................................................11
Change or Substitution of Funds......................................49
Investment Company Act of 1940................................................57
Lapse or Forfeiture -
Protection Against...................................................20
Laws and Regulations -
Compliance with......................................................61
Loans - Not available.........................................................51
Lump-sum Benefit and Transfers
Availability.........................................................45
Definition...........................................................12
Effective Date.......................................................46
Net Investment Factor.........................................................29
Non-Forfeiture of Benefits....................................................54
Owner - Definition............................................................13
Payment to an Estate, Trustee, etc............................................56
Premiums
Allocation...........................................................22
Limits on............................................................21
Taxes................................................................23
Proof of Survival.............................................................60
Rate Schedule.................................................................64
Definition...........................................................14
Report of Accumulation........................................................50
Right to Amend................................................................62
Second Annuitant - Definition.................................................15
Separate Account
Charge...............................................................31
Description..........................................................16
Insulation of........................................................47
Service of Process upon TIAA-CREF Life........................................58
Transfer......................................................................17
Valuation Day.................................................................18
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
PART A: ANNUITANT DATA
Annuity
Date of Starting Date of
Contract Issue Date Birth
Number mo day yr mo day yr mo day yr
0-800135-6 01 01 1999 12 01 2018
Annuitant John J. Jones 12 20 1952
Owner Jane J. Doe 11 15 1950
Annuitant's Social Security Number: 111-11-1111
Owner's Social Security Number: ###-##-####
This contract was made and delivered in the State of New York. The validity and
effect of the contract are governed by the laws there in force.
Your initial premium has been allocated to the accounts shown below. All future
premiums will be allocated to these accounts as shown unless you change your
allocation instructions as described in section 22.
Fixed Account: 30%
Investment Accounts
Stock Index Account: 70%
Minimum Fixed-Account Accumulation Interest Rate: 3.0%
The following investment account is available as of the date of issue:
STOCK INDEX ACCOUNT: This account holds shares in the Stock Index Fund
of the TIAA-CREF Life Funds, which maintains a broadly diversified
portfolio consisting primarily of common stocks selected to track the
overall U.S. stock market.
The separate account charge is 1.2% per year of the separate account's net
assets. TIAA-CREF Life may choose to waive a portion of the separate account
charge.
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PART B: TERMS USED IN THIS CONTRACT
1. The ANNUITANT is the natural person whose life is used in determining the
income benefit to be paid. The annuitant is named on Page 3 of this contract,
and may not be changed, except as provided in section 38.
2. The ANNUITY STARTING DATE shown on Page 3 is the date on which your income is
scheduled to begin. You may change your annuity starting date as explained in
section 35.
3. BENEFICIARY. Beneficiaries are persons you name, in a form satisfactory to
TIAA-CREF Life, to:
A) receive the death benefit as death benefit payee(s) if you die
before the annuity starting date while the annuitant is alive;
or
B) become the owner, and receive any benefits due as owner, if
you die on or after the annuity starting date.
At any time you may name, change, add or delete beneficiaries, by
written notice to TIAA-CREF Life as explained in section 55.
You can name two "classes" of beneficiaries, primary and contingent.
These classes set the priority of payment or ownership. If any primary
beneficiary is alive at the time of your death, the primary beneficiary(ies)
will receive the death benefit or become the owner(s). If no primary beneficiary
survives you, your "beneficiaries" are the surviving contingent beneficiary or
beneficiaries you named. If a class contains more than one person, the
then-living person(s) in the class will receive the death benefit or become
owners in equal shares, unless you provide otherwise. For example, if you die
before the annuity starting date, and you named your spouse as primary
beneficiary and "children" as contingent beneficiaries, your spouse would
receive the death benefit or become owner if he or she survived you. But if your
spouse did not survive you, then your surviving children would receive the death
benefit or become owners in equal shares. The share of any named beneficiary in
a class who does not survive will be allocated in equal shares to the
beneficiaries in such class who do survive, even if you've provided for these
beneficiaries to receive unequal shares.
If you die before the annuity starting date and if you named your
estate as beneficiary, none of the beneficiaries you named is alive at the time
of your death, or you never named a beneficiary, the death benefit will be paid
to your estate in one sum.
If you die on or after the annuity starting date and if none of the
beneficiaries you named is alive at the time of your death, or you never named a
beneficiary, the annuitant will become the owner. If the annuitant is not alive,
the second annuitant (if any) will become the owner. If no beneficiary or
annuitant is alive, the present value of any income benefit remaining due will
be paid to your estate in one sum.
4. A BUSINESS DAY is any day that the New York Stock Exchange is open for
trading. A business day ends at 4:00 p.m. Eastern time, or when trading closes
on the New York Stock Exchange, if earlier.
5. The DEATH BENEFIT is the value of your contract accumulation, or if greater,
the sum of all
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
premiums credited to this contract less any lump-sum benefits paid. It will be
paid to the death benefit payee under one of the methods of payment set forth in
Part F, if you or the annuitant dies before the annuity starting date.
6. The DEATH BENEFIT PAYEE can receive the death benefit if you or the annuitant
dies before the annuity starting date. If you die, your beneficiary will be the
death benefit payee. If the annuitant dies and you are not the annuitant, you
will be the death benefit payee. Where the owner and the annuitant have died and
there is not sufficient evidence that they have died other than simultaneously,
then the beneficiary is the death benefit payee, unless you have provided
otherwise.
7. FIXED ACCOUNT. All premiums and transfers credited to the fixed account
become part of TIAA-CREF Life's general account.
8. A FUND is a mutual fund or a separate series of a mutual fund registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company. Each Fund consists of a portfolio of assets managed with a
specific investment objective.
9. The GENERAL ACCOUNT consists of all of TIAA-CREF Life's assets other than
those in separate accounts.
10. The INCOME BENEFIT is the periodic amount payable under one of the options
set forth in Part E. The first payment will be payable as of the annuity
starting date.
11. An INVESTMENT ACCOUNT is a subaccount of the separate account that holds
shares of a Fund or Funds which are managed with a specified investment
objective. The investment account(s) available as of the date of issue are shown
on Page 3. TIAA-CREF Life may add, combine, or delete investment accounts as
described in section 48.
12. A LUMP-SUM BENEFIT is a withdrawal in a single sum of all or part of your
contract accumulation. The provisions concerning lump-sum benefits are set forth
in Part G.
13. You are the OWNER. During your lifetime, you may, subject to the rights of
any assignee and to the extent permitted by law, exercise every right given by
this contract without the consent of any other person. The owner may be changed
as explained in section 55. The name of the owner as of the date of issue is
shown on Page 3.
14. The RATE SCHEDULE sets forth the guaranteed annuity purchase rates to be
used in determining income and death benefit payments. All such payments are
made from the general account. The rate schedule applies only to your fixed
account accumulation. The minimum income or death benefit equals that part of
your fixed account accumulation multiplied by the guaranteed annuity purchase
rate calculated on the basis specified in the rate schedule. The rate schedule
is in section 64.
15. You name a SECOND ANNUITANT if you choose an income benefit under a two-life
Annuity option, as explained in section 36. Under a two-life Annuity option the
lives of the annuitant and the second annuitant are used in determining the
income benefit.
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
16. SEPARATE ACCOUNT. All premiums and transfers credited to an investment
account are part of the separate account. The separate account is designated as
"TIAA-CREF Life VA-1" and was established by TIAA-CREF Life in accordance with
New York law to provide benefits from this contract and other similar contracts.
The assets and liabilities of separate account TIAA-CREF Life VA-1 are
segregated from the assets and liabilities of the general account and from the
assets and liabilities of any other TIAA-CREF Life separate account.
17. You may TRANSFER some or all of your contract accumulation between the fixed
account and the available investment accounts. The provisions concerning
transfers, including restrictions, are set forth in Part G.
18. A VALUATION DAY is any business day, as well as the last calendar day of
each month.
PART C: CONTRACT AND PREMIUMS
19. THE CONTRACT. This document is the entire contract between you and TIAA-CREF
Life. We have issued it in return for your completed application and the first
premium. The application is not part of the contract. Any endorsement to or
amendment of this contract or waiver of any of its provisions will be valid only
if in writing and signed by an executive officer or a registrar of TIAA-CREF
Life. All benefits are payable at TIAA-CREF Life's home office in New York, NY.
This contract is incontestable.
20. PROTECTION AGAINST CONTRACT TERMINATION OR FORFEITURE. While your contract
accumulation is at least $250, your rights under the contract will remain in
force after the first premium has been paid. No additional premiums are
required. You own this contract. If no premiums have been paid for three years,
and your accumulation is less than $250, we may pay you your contract
accumulation and terminate this contract.
21. PREMIUMS. Premiums for this contract may be paid until the annuity starting
date and in any amount not less than $25. TIAA-CREF Life may limit total
premiums and transfers allocated to the fixed account to $300,000 in any
twelve-month period. TIAA-CREF Life may stop accepting premiums under this
contract after the effective date of a change in New York State Insurance Law
which lowers the minimum required accumulation interest rate for flexible
premium annuities from the rate in effect on December 31, 1998, provided that:
a) you have been given three months' written notice; and
b) TIAA-CREF Life accepts premiums under a new TIAA-CREF Life
deferred annuity contract issued to you with the same
annuitant, annuity starting date, beneficiary and methods of
benefit payment as those under this contract at the time of
replacement. Such new contract may include a surrender charge
on fixed account accumulations and may have a lower guaranteed
interest rate and different annuity purchase rates than those
under this contract. The new contract will also provide the
same rights to elect changes as those provided under this
contract.
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
Your initial premium will be credited to your contract within two
business days of the business day on which it is received by TIAA-CREF Life at
the location that TIAA-CREF Life will designate. Each subsequent premium will be
credited to your contract as of the business day on which it is received by
TIAA-CREF Life at the location that TIAA-CREF Life will designate.
22. ALLOCATION OF PREMIUMS. You allocate premiums among the fixed account and
the available investment accounts. As of the date of issue, the Stock Index
Account is the only available investment account. If you allocate premiums to
the fixed account they increase your fixed account accumulation. If you allocate
premiums to an investment account they purchase accumulation units in that
account. Your allocation instructions as of the date of issue are shown on Page
3, and may be changed at any time for future premiums. Your premiums are
allocated according to the most recent valid instructions TIAA-CREF Life has
received from you in a form acceptable to TIAA-CREF Life.
23. PREMIUM TAXES. State and local government premium tax, if applicable, will
be deducted from your contract accumulation when incurred by TIAA-CREF Life.
TIAA-CREF Life may deduct these taxes when the premium is received by TIAA-CREF
Life or when annuity income or death benefit payments commence. If no amount for
premium tax was deducted, but premium tax is later determined to be due,
TIAA-CREF Life will reduce your contract accumulation by the amount of tax which
is determined to be due by TIAA-CREF Life.
PART D: ACCUMULATIONS
24. Your CONTRACT ACCUMULATION is equal to the sum of your fixed account
accumulation and your investment account accumulations. Your fixed account
accumulation is guaranteed by TIAA-CREF Life's general account. Separate account
accumulations are not guaranteed, and you bear the investment risk of your
separate account accumulations.
25. Your FIXED ACCOUNT ACCUMULATION is equal to:
A) all premiums allocated to your fixed account accumulation;
plus
B) all transfers credited to your fixed account accumulation;
plus
C) interest credited to your fixed account accumulation at the
guaranteed effective annual rate of 3%; plus
D) any additional interest in excess of the guaranteed interest
credited to your fixed account accumulation; less
E) any premium taxes incurred by TIAA-CREF Life for your fixed
account accumulation; less
F) the amount of any lump-sum benefits paid, or transfers from
your fixed account accumulation.
26. TIAA-CREF Life may credit ADDITIONAL INTEREST to your fixed account
accumulation. TIAA-CREF Life does not guarantee that there will be additional
interest.
Additional interest, if any, will be credited under a schedule of
additional interest rates declared by TIAA-CREF Life from time to time.
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
27. An INVESTMENT ACCOUNT ACCUMULATION (the value of your share of an investment
account) is equal to the number of your accumulation units multiplied by the
value of one accumulation unit in that investment account. Investment account
accumulations are variable and are not guaranteed. They may increase or decrease
depending on investment results of the funds underlying the investment accounts.
28. ACCUMULATION UNIT. Each investment account maintains a separate accumulation
unit. The value of each investment account's accumulation unit is calculated at
the end of each valuation day. The value of an investment account's accumulation
unit is equal to the prior valuation day's value multiplied by the account's net
investment factor.
29. An investment account's NET INVESTMENT FACTOR equals its gross investment
factor minus the separate account charge incurred since the previous valuation
day.
30. An investment account's GROSS INVESTMENT FACTOR equals (A) divided by (B),
as follows:
(A) equals i. the net asset value of the shares in the
fund(s) held by the account as of the end of
the valuation day, excluding the net effect
of contract holders' transactions (i.e.,
premiums received, benefits paid, and
transfers to and from the account) made
during that day; plus
ii. investment income and capital gains
distributed to the account; less
iii. any amount paid and/or reserved for tax
liability resulting from the operation of
the account since the previous valuation
day.
(B) equals the value of the shares in the fund(s) held by the
account as of the end of the prior valuation day, including
the net effect of contract holders' transactions made during
the prior valuation day.
31. SEPARATE ACCOUNT CHARGE. A separate account charge is assessed for mortality
and expense risk and administration. The separate account charge is guaranteed
not to exceed 1.2% of the separate account's average daily net assets per year.
32. NUMBER OF ACCUMULATION UNITS. The number of your accumulation units in an
investment account under your contract will be increased by:
A) any premiums you allocate to that investment account; and
B) any transfers you make to that investment account;
and will be decreased by:
C) any premium taxes incurred by TIAA-CREF Life for your
investment account accumulation;
D) any lump-sum benefits paid from your account accumulation in
that investment account; and
E) any transfers from your account accumulation in that
investment account to the fixed account or another investment
account.
The increase or decrease in the number of your accumulation units on
any valuation day is equal to the net dollar value of all transactions divided
by the value of the investment account's
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
accumulation unit as of the end of the valuation day.
PART E: INCOME BENEFIT
33. PAYMENT OF THE INCOME BENEFIT. Your contract accumulation can be used to
provide an income benefit guaranteed by TIAA-CREF Life's general account. No
income benefit is available from the separate account. The income benefit will
be paid to you, the owner. If you die while any income benefit payments remain
due, the beneficiary will become the owner. The beneficiary, as the new owner,
will receive the income benefit and may name or change beneficiaries as
described in section 3.
34. The AMOUNT OF THE INCOME BENEFIT as of the annuity starting date will be
determined by:
A) the amount of your contract accumulation;
B) the rate schedule under which any premiums and transfers were
credited to your fixed account accumulation;
C) the income option and payment frequency you choose;
D) if you choose a one-life annuity, the annuitant's age; and
E) if you choose a two-life annuity; the annuitant's age and the
second annuitant's age.
If the income benefit would be less than $100 a month, TIAA-CREF Life
will have the right to change to quarterly, semi-annual or annual payments,
whichever will result in payments of $100 or more and the shortest interval
between payments.
35. STARTING THE INCOME BENEFIT. Payment of your income benefit will begin as of
the annuity starting date you have chosen, if you and the annuitant are then
living and:
A) you have chosen one of the income options set forth in section
36; and
B) if you choose a one-life annuity, we have received due proof
of the annuitant's age; and
C) if you choose a two-life annuity, we have received due proof
of the annuitant's age and the second annuitant's age.
If the requirements of this section have not been completed by the
annuity starting date you have chosen, the annuity starting date will be
deferred to the first of the month after these requirements have been completed.
You may change the annuity starting date at any time on or before the day the
income benefit begins, by written notice to TIAA-CREF Life as explained in
section 55. You may change the annuity starting date to the first of any month
following the date of the change, but not to a month:
A) earlier than fourteen months after the date of issue shown on
page 3; or
B) later than the annuitant's ninetieth birthday.
If you have not chosen an annuity starting date prior to the first of
the month in which the annuitant turns age 90, you will be deemed to have chosen
that date.
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
36. INCOME OPTIONS are the ways in which you may have the income benefit paid.
Any time before the annuity starting date you may choose one of the options
listed below. Any choice or change of such choice must be made by written notice
to TIAA-CREF Life as explained in section 55. You may change your choice at any
time before payments begin, but once they have begun no change can be made.
Each of the income options listed below is payable from TIAA-CREF
Life's general account. No income option is payable from any investment account.
You must transfer (as described in Part G) your investment account accumulation
to your fixed account accumulation in order to apply your investment account
accumulation to one of the income options listed below.
The following are the income options from which you may choose. In
addition to providing an income during the lifetime of the annuitant or for a
fixed period, some options provide that payments will continue for the lifetime
of a second annuitant, and some provide that payments will continue in any event
during a guaranteed period as explained below. The income options are described
as monthly payments, but you may choose quarterly, semi-annual or annual
payments. The periodic amount paid to you or a surviving second annuitant
depends on which of these options you choose. You may not elect an option which
would not be treated as an annuity under federal tax law. The periodic amount
paid depends on which of these options you choose:
ONE-LIFE ANNUITY. A payment will be made to you each month for as long
as the annuitant is alive. You may include a guaranteed period of 10,
15 or 20 years. If you do not include a guaranteed period, all payments
will cease at the annuitant's death. If you include a guaranteed period
and the annuitant dies before the end of that period, monthly payments
will continue until the end of that period and then cease.
TWO-LIFE ANNUITY. A payment will be made to you each month for as long
as either the annuitant or the second annuitant is alive. You cannot
change your choice of second annuitant after payments begin. You may
include a guaranteed period of 10, 15 or 20 years. If you do not
include a guaranteed period, all payments will cease at the death of
the last survivor of the annuitant and second annuitant. You may choose
from among the following forms of two-life annuity.
FULL BENEFIT WHILE EITHER THE ANNUITANT OR THE SECOND
ANNUITANT IS ALIVE. The full monthly benefit will continue as
long as either the annuitant or the second annuitant is alive.
If you included a guaranteed period and the annuitant and
second annuitant both die before the end of the period chosen,
the full amount of the monthly payments that would have been
paid if both had lived will continue until the end of that
period and then cease.
TWO-THIRDS BENEFIT AFTER THE DEATH OF EITHER THE ANNUITANT OR
THE SECOND ANNUITANT. At the death of either the annuitant or
the second annuitant, two-thirds of the monthly payments that
would have been paid if both had lived will continue for the
life of the survivor. If you included a guaranteed period and
the annuitant and the second annuitant both die before the end
of the period chosen, two-thirds of the monthly payments that
would have been paid if both had lived will continue to the
end of that period and then cease.
HALF BENEFIT AFTER THE DEATH OF THE ANNUITANT. The full
monthly income will
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
continue as long as the annuitant is alive. If the second
annuitant survives the annuitant, one-half the monthly
payments that would have been paid if the annuitant had lived
will continue for the life of the second annuitant. If you
included a guaranteed period and the annuitant and the second
annuitant both die before the end of the period chosen,
one-half the monthly payments that would have been paid if the
annuitant had lived will continue to the end of that period
and then cease.
FIXED-PERIOD ANNUITY. A payment will be made each month for a fixed period you
choose that is not less than 2 nor more than 30 years. If the annuitant dies
before the end of the period chosen, the monthly payments will continue to the
end of that period and then cease.
AUTOMATIC ELECTION PROVISION. If, on the annuity starting date determined in
accordance with section 35, you have not chosen one of the income options
described in the contract, you will be deemed to have chosen a one-life annuity
with a 10-year guaranteed period, or a shorter guaranteed period if required to
meet federal tax law.
37. DISTRIBUTION REQUIREMENTS UPON THE DEATH OF THE OWNER. If you die on or
after the annuity starting date, any income benefit remaining due must be
distributed at least as rapidly as under the income option on which income
benefit payments were being made as of the date of death.
PART F: DEATH BENEFIT
38. AVAILABILITY OF THE DEATH BENEFIT. If you or the annuitant dies before the
annuity starting date, the death benefit will become available to the death
benefit payee. If you die and your spouse is the sole death benefit payee, he or
she may choose to become the owner and continue the contract, or instead choose
to be paid the death benefit. If your spouse does not make a choice, within 60
days of the date we receive due proof of death, he or she will automatically
become the owner of the contract as of the date of your death. If you were also
the annuitant, your spouse, upon becoming the owner, will also become the
annuitant.
39. The DEATH BENEFIT PAYABLE DATE is the date TIAA-CREF Life authorizes payment
of the death benefit which is the date TIAA-CREF Life receives:
A) due proof of death of you or the annuitant;
B) the choice of a method of payment as provided in section 43;
and
C) due proof of the death benefit payee's age if the method of
payment chosen pays a lifetime income,
provided that the death benefit payable date will not be later than the first of
the month following the 60th day after we receive due proof of the death of you
or the annuitant. If no method of payment is chosen before that date, TIAA-CREF
Life will pay the death benefit as annual payments for a fixed period ending in
the twelve-month period preceding the fifth anniversary of the date of the
death.
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
40. GUARANTEED MINIMUM DEATH BENEFIT. The death benefit will be the greater of A
and B where:
A is your contract accumulation; and
B is the sum of all premiums credited less any lump-sum benefits
paid.
As of the death benefit payable date, your fixed account accumulation will be
increased by the excess, if any, of B over A (where A and B are as defined
above) in order to pay the death benefit in accordance with this minimum amount.
41. The AMOUNT OF DEATH BENEFIT payment(s) will be determined, as of the death
benefit payable date, by:
A) the amount of your contract accumulation, after any adjustment
in accordance with the guaranteed minimum death benefit, as
described in section 40;
B) the rate schedule under which premiums and transfers were
credited to your fixed account accumulation;
C) the method of payment and the frequency of payment chosen for
the death benefit; and
D) if the method chosen pays a lifetime income, the age of the
death benefit payee.
42. TREATMENT OF ACCUMULATIONS IN INVESTMENT ACCOUNTS. Death benefits are paid
out of the fixed account. All accumulations held in investment accounts on the
date of death will remain in those accounts until the death benefit payable
date, unless the death benefit payee instructs otherwise. Accumulations in
investment accounts will be transferred to the fixed account for payment of the
death benefit as of the death benefit payable date.
43. METHODS OF PAYMENT. TIAA-CREF Life will pay the death benefit to the death
benefit payee under one of the methods of payment set forth below. You may
choose or change the method of payment at any time before payments begin. If
your beneficiary is the death benefit payee, he or she may change the method
chosen by you, unless you specify otherwise. If you do not choose a method, your
beneficiary will make the choice if he or she becomes entitled to payments. Any
choice of method or change of such choice must be made by written notice to
TIAA-CREF Life, as explained in section 55. Once payment of the death benefit
has begun, the choice may not be changed. Methods providing a lifetime income
may be elected only if the death benefit payee is a natural person. A fixed or
guaranteed period may not exceed the death benefit payee's life expectancy. The
methods of payment are described as monthly payments, but the death benefit
payee may choose quarterly, semi-annual or annual payments.
Each of the methods of payment listed below is payable from the fixed
account. No method of payment is payable from any investment account.
SINGLE-SUM PAYMENT. The death benefit will be paid to the death benefit
payee in one sum.
ONE-LIFE ANNUITY. A payment will be made to the death benefit payee
each month for life. A guaranteed period of 10, 15 or 20 years may be
included. If a guaranteed period isn't included, all payments will
cease at the death benefit payee's death. If a guaranteed period is
included and the death benefit payee dies before the end of that
period, monthly payments
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YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
will continue until the end of that period and then cease.
FIXED-PERIOD ANNUITY. A payment will be made to the death benefit payee
each month for a fixed period of not less than 2 nor more than 30
years, as chosen. At the end of the period chosen the entire death
benefit will have been paid out. If the death benefit payee dies before
the end of the period chosen, the monthly payments will continue until
the end of that period and then cease.
If any method chosen would result in payments of less than $100 a
month, TIAA-CREF Life will have the right to require a change in choice that
will result in payments of not less than $100 a month.
44. DISTRIBUTION REQUIREMENTS UPON THE DEATH OF THE OWNER. Notwithstanding any
other provision in your contract, if you die before the annuity starting date,
TIAA-CREF Life will pay the death benefit in accordance with the requirements of
Section 72(s) of the Internal Revenue Code of 1986, as amended. Thus, the death
benefit must be distributed within five years of the death of the owner.
However, if your beneficiary is a natural person and payments begin within one
year of your death, and within 60 days of the date we receive due proof of your
death, the distribution may be made over the lifetime of your beneficiary or
over a period not to exceed your beneficiary's life expectancy. If your spouse
is the sole death benefit payee, he or she may choose to become the owner and
continue the contract. If the owner is not a natural person, the death of the
first annuitant is treated as the death of the owner for these distribution
requirements.
PART G: LUMP-SUM BENEFITS AND TRANSFERS
45. AVAILABILITY. On or before the day your income benefits begin, you may
choose a lump-sum benefit or transfer from any account under your contract.
Lump-sum benefits from an account's accumulation must be at least $1,000 or for
the entire account accumulation. Transfers between account accumulations must be
at least $250 or for the entire account accumulation. Only one lump-sum benefit
or transfer from the fixed account may be made in any 180-day period. After we
have given you three months' written notice, we may limit transfers from any
investment account to no more than one transfer in any 90-day period.
TIAA-CREF Life may limit to $300,000 the total premiums and transfers
credited to your fixed account accumulation, in any twelve-month period.
Any request to receive a lump-sum benefit must be made by written
notice to TIAA-CREF Life as explained in section 55. If your entire contract
accumulation is withdrawn, all obligations of TIAA-CREF Life to you under the
contract are fulfilled. Any request to transfer accumulations must be in a form
acceptable to TIAA-CREF Life.
46. EFFECTIVE DATE. A lump-sum benefit payment or transfer will be effective,
and all values determined as of the end of the business day we receive, in a
form acceptable to TIAA-CREF Life, your request, unless you choose to defer the
effective date to a future day acceptable to TIAA-CREF Life. A request for a
lump-sum benefit or transfer cannot be revoked after its effective date.
TIAA-CREF Life is required by law to reserve the right to defer payment
of a lump-sum
Page 14 TCL-1291.2
Ed. 1-1999 TIAA-CREF Life PAS
<PAGE> 15
YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
benefit from the fixed account for up to six months. Also, TIAA-CREF Life
reserves the right to delay a transfer from the fixed account for up to six
months. If we defer payment of a lump-sum benefit or a transfer from the fixed
account for ten or more working days, we will credit interest at the total rate
then applicable to amounts left on deposit with TIAA-CREF Life, but not less
than 3%. If at any time applicable state law requires a higher rate of interest,
such rate will be credited. Payment of a lump-sum benefit or a transfer from an
investment account may be delayed to the extent permitted or required under the
federal Investment Company Act of 1940, or any other applicable federal or state
law.
PART H: GENERAL PROVISIONS
47. INSULATION OF SEPARATE ACCOUNT. TIAA-CREF Life owns the assets in separate
account TIAA-CREF Life VA-1. To the extent permitted by law, the assets of the
separate account will not be charged with liabilities arising out of any other
business TIAA-CREF Life may conduct. All income, gains and losses, whether or
not realized, of an investment account of the separate account will be credited
to or charged against only that investment account without regard to TIAA-CREF
Life's other income, gains or losses.
48. ADDITION OR DELETION OF AN INVESTMENT ACCOUNT. TIAA-CREF Life may, as
permitted by applicable law, add, combine, or delete investment accounts within
the separate account. If you own accumulation units in an investment account
that is deleted, you must transfer them to any other available investment
account or to the fixed account. Any such changes will be effected only after
obtaining the approval of the New York Insurance Department.
49. CHANGE OR SUBSTITUTION OF FUNDS. TIAA-CREF Life may, as permitted by
applicable law, change or substitute the Fund(s) whose shares are held by the
investment account(s). Any such changes will be effected only after obtaining
the approval of the New York Insurance Department.
50. REPORTS. At least once each year until the annuity starting date, we will
mail you a report for the calendar year just ended. It will provide a statement
of the investments held in the separate account, and it will show the value of
your contract accumulation, the death benefit, your fixed account accumulation,
and for each investment account accumulation, the value of your accumulation,
the number of your accumulation units, and the value of one accumulation unit.
51. NO LOANS. This contract does not provide for loans.
52. ASSIGNMENT. You may assign this contract. We assume no responsibility for
the validity of any such assignment, nor will we be charged with notice of any
assignment unless it is in writing and has been received by us. The rights of
the owner, annuitant, any second annuitant, any beneficiary and any other person
to receive benefits under this contract will be subject to the terms of any
assignment. You should consult your tax advisor before making any assignment of
your contract.
53. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to
you or any other person under this contract are exempt from the claims of
creditors or legal process to the
TCL-1291.2 Page 15
TIAA-CREF Life PAS Ed. 1-1999
<PAGE> 16
YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
fullest extent permitted by law.
54. NON-FORFEITURE OF BENEFITS. Any paid-up annuity, cash surrender or death
benefits payable under this contract will not be less than the minimum required
as of the date of issue by any applicable statute of the state or other
jurisdiction in which this contract was delivered.
55. PROCEDURE FOR ELECTIONS AND CHANGES. You (or your beneficiaries after your
death) have to make any choice or changes available under your contract in a
form acceptable to TIAA-CREF Life at our home office in New York, NY. If you (or
your beneficiaries after your death) send us a notice changing your
beneficiaries or other persons named to receive payments, it will take effect as
of the date it was signed even if you (or other signer) then dies before the
notice actually reaches TIAA-CREF Life. Any other notice will take effect as of
the date TIAA-CREF Life receives it. If TIAA-CREF Life takes any action in good
faith before receiving the notice, we will not be subject to liability even if
our acts were contrary to what you told us in the notice.
56. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. TIAA-CREF Life won't be
responsible for the acts or neglects of any executor, trustee, guardian, or
other third party receiving payments under your contract. If you designate a
trustee of a trust as beneficiary, TIAA-CREF Life is not obliged to ask about
the terms of the underlying trust or any will. If death benefits become payable
to the designated trustee of a testamentary trust, but:
A) no qualified trustee makes claim for the benefits within nine
months after your death; or
B) evidence satisfactory to TIAA-CREF Life is presented at any
time within such nine-month period that no trustee can qualify
to receive the benefits due,
payment will be made to the successor beneficiaries, if any are designated and
survive you; otherwise payment will be made to the executors or administrators
of the owner's estate.
If benefits become payable to an inter-vivos trustee, but the trust is
not in effect or there is no qualified trustee, payment will be made to the
successor beneficiaries, if any are designated and survive you; otherwise
payment will be made to the executors or administrators of the owner's estate.
Payment to any trustee or estate as provided for above shall fully
satisfy TIAA-CREF Life's payment obligations under this contract to the extent
of such payment.
57. INVESTMENT COMPANY ACT OF 1940. The separate account is a unit-investment
trust which is a registered investment company under the Investment Company Act
of 1940. However, we may operate the separate account using any other form
permitted under the Act. Also, TIAA-CREF Life may deregister the separate
account under the Act, subject to compliance with applicable law.
58. SERVICE OF PROCESS UPON TIAA-CREF LIFE. We will accept service of process in
any action or suit against us on this contract in any court of competent
jurisdiction in the United States or Puerto Rico provided such process is
properly made. We will also accept such process sent to us by registered mail if
the plaintiff is a resident of the state, district or territory in which the
action or suit is brought. This section does not waive any of our rights,
including the right to remove such action or suit to another court.
Page 16 TCL-1291.2
Ed. 1-1999 TIAA-CREF Life PAS
<PAGE> 17
YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
59. BENEFITS BASED ON INCORRECT AGE. If the amount of benefits is determined by
data as to a person's age that is incorrect, benefits will be recalculated on
the basis of the correct age. Any amounts underpaid by TIAA-CREF Life on the
basis of the incorrect data will be paid at the time the correction is made. Any
amounts overpaid by TIAA-CREF Life on the basis of the incorrect data will be
charged against the payments due after the correction is made. Any underpayments
paid or overpayments charged will include compound interest at the effective
rate of 6% per year.
60. PROOF OF SURVIVAL. For any benefit that requires the owner, annuitant, any
second annuitant, any beneficiary and/or any other person named to receive
benefits be alive on the date any benefit payment is due under the terms of this
contract, TIAA-CREF Life may require satisfactory proof that such person or
persons are alive. If this proof is not received after it has been requested in
writing, TIAA-CREF Life will have the right to make reduced payments or to
withhold payments entirely until such proof is received. If under a two-life
annuity TIAA has overpaid benefits because of a death of which we were not
notified, subsequent payments will be reduced or withheld until the amount of
the overpayment, plus compound interest at the rate of 6% per year, has been
recovered.
61. COMPLIANCE WITH LAWS AND REGULATIONS. TIAA-CREF Life will administer the
contract to comply with all applicable laws and regulations pertaining to
annuities and the terms and conditions of the contract. You cannot elect any
benefit or exercise any right under your contract if the election of that
benefit or exercise of that right is prohibited under an applicable state or
federal law or regulation. TIAA-CREF Life will withhold and forward to tax
authorities any amounts required by law.
62. RIGHT TO AMEND. TIAA-CREF Life reserves the right to change this contract
from time to time in order to comply with applicable federal and state laws on
annuities. If we make such a change, we will do so for all contracts written on
this form and delivered in the same state this contract was delivered.
63. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form, or
request for benefits will be deemed to be received by us unless it is received
at our home office in New York, NY. All benefits are payable at our home office
in New York, NY. Any questions about your contract or inquiries about our
services should be directed to us at our home office address: TIAA-CREF Life,
730 Third Avenue, New York, NY 10017-3209.
PART I: RATE SCHEDULE
64. RATE SCHEDULE. All income and death benefits are payable from TIAA-CREF
Life's general account. TIAA-CREF Life may pay income or death benefits that are
higher than the benefit amounts guaranteed by this rate schedule.
THE GUARANTEED ANNUITY PURCHASE RATES APPLICABLE TO the portion of your fixed
account accumulation arising from premiums and transfers credited to your fixed
account accumulation will be computed on this basis:
(1) a deduction for any premium taxes incurred by TIAA-CREF Life for your
contract when
TCL-1291.2 Page 17
TIAA-CREF Life PAS Ed. 1-1999
<PAGE> 18
YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
annuity payments commence;
(2) interest at an effective annual rate of 3% from the end of the day on
which the premium or transfer is received to the date income or death
benefits begin, and at the effective annual rate of 2 1/2% thereafter;
and
(3) mortality according to the Annuity 2000 Mortality Table (TIAA Merged
Gender Mod C).
These rates cease to apply to any fixed account accumulations that you transfer
to the separate account.
Page 18 TCL-1291.2
Ed. 1-1999 TIAA-CREF Life PAS
<PAGE> 19
YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
GUARANTEED ANNUAL AMOUNT OF INCOME BENEFITS UNDER A
ONE-LIFE ANNUITY WITH 10-YEAR GUARANTEED PERIOD
PURCHASED BY A SINGLE PREMIUM OF $100
(PER $100 CREDITED AFTER ANY APPLICABLE PREMIUM TAXES BEEN DEDUCTED)
One-twelfth of the amount shown is payable each month
<TABLE>
<CAPTION>
Age Age Age
Attained Attained Attained
When Annuity Beginning at When Annuity Beginning at When Annuity Beginning at
Premium Premium Premium
is Paid* Age 60 Age 65 Age 70 is Paid* Age 60 Age 65 Age 70 is Paid* Age 60 Age 65 Age 70
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 $14.27 $18.10 $23.30 37 $ 8.63 $10.95 $14.10 54 $ 5.22 $ 6.62 $ 8.53
21 13.85 17.57 22.62 38 8.38 10.63 13.69 55 5.07 6.43 8.28
22 13.45 17.06 21.96 39 8.14 10.32 13.29 56 4.92 6.24 8.04
23 13.06 16.56 21.32 40 7.90 10.02 12.90 57 4.78 6.06 7.81
24 12.68 16.08 20.70 41 7.67 9.73 12.52 58 4.64 5.89 7.58
25 12.31 15.61 20.10 42 7.45 9.44 12.16 59 4.51 5.71 7.36
26 11.95 15.15 19.51 43 7.23 9.17 11.81 60 4.37 5.55 7.14
27 11.60 14.71 18.94 44 7.02 8.90 11.46 61 5.39 6.93
28 11.26 14.28 18.39 45 6.81 8.64 11.13 62 5.23 6.73
29 10.94 13.87 17.86 46 6.62 8.39 10.80 63 5.08 6.54
30 10.62 13.46 17.34 47 6.42 8.15 10.49 64 4.93 6.35
31 10.31 13.07 16.83 48 6.24 7.91 10.18 65 4.79 6.16
32 10.01 12.69 16.34 49 6.05 7.68 9.89 66 5.98
33 9.72 12.32 15.87 50 5.88 7.46 9.60 67 5.81
34 9.43 11.96 15.40 51 5.71 7.24 9.32 68 5.64
35 9.16 11.61 14.96 52 5.54 7.03 9.05 69 5.47
36 8.89 11.28 14.52 53 5.38 6.82 8.78 70 5.31
</TABLE>
The yearly payments shown above are those that result from a premium of $100,
net of premium tax, paid or credited when you have reached an age shown in the
"Age Attained" column, but have not passed that birthday by as much as one
month. All ages used in computing benefits are calculated in completed years and
months. Payments at ages other than those shown, and under other income options,
are computed on the basis stated in the rate schedule for benefits bought by
premiums. For premiums other than $100, payments will be proportionate.
* Premiums are considered to be paid, and will be credited to your contract, as
of the end of the business day on which they are received.
==========
TIAA-CREF Life will compute any benefits provided by the portion of your fixed
account accumulation resulting from amounts applied to the fixed account on the
basis stated above, or, if it produces a larger payment, on the rate basis
TIAA-CREF Life uses for computing the amount of any nonqualified individual
single premium immediate annuity being offered when the payments start, after a
deduction for any premium taxes incurred by TIAA-CREF Life for your contract
when annuity payments commence.
No surrender charge will be assessed against lump-sum benefit payments or
transfers from your fixed account accumulation.
TCL-1291.2 Page 19
TIAA-CREF Life PAS Ed. 1-1999
<PAGE> 20
YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT
NONQUALIFIED FLEXIBLE PREMIUM LIMITED DEFERRED ANNUITY
FIXED AND VARIABLE ACCUMULATIONS
Page 20 TCL-1291.2
Ed. 1-1999 TIAA-CREF Life PAS
<PAGE> 1
EXHIBIT 99.B.5
________________________
APPLICATION
[LARGE DOLLAR
GRAPHIC] for a Personal Annuity
Select Contract
Included in this packet:
- Your Application
- Exchange of Annuity
Contracts Form
PERSONAL
ANNUITY
SELECT
<PAGE> 2
Instruction: Application for a Personal Annuity Select Contract
________________________________________________________________________________
1. Annuitant Information The Annuitant is the person on whose life the
amount and duration of the Contract's Income
Benefits are based. Once the Contract is issued,
the Annuitant may not be changed. Personal Annuity
Select Contracts may be issued before age 88.
Only the Owner may exercise the rights given
by the Contract. The Owner of the Contract may be
a different person than the Annuitant. If the
Annuitant is not the Owner, please complete
Section 2 of this application.
Please complete all information.
________________________________________________________________________________
2. Owner Information Please complete this section only if the
Annuitant is not the Owner. The Owner may exercise
every right given by the Contract without the
consent of any other person, including receiving
the Income Benefits, naming the Beneficiary and
surrendering the Contract for cash. A change of
ownership may cause tax to become due.
A trust may be named as the Owner if it acts
as an agent for a natural person. Enter the
trust's name in the "Owner" section. Enter the tax
I.D. number is the social security space and enter
the trustee's address in the permanent residence
space. A copy of the trust agreement must be
included with this application. Foreign trusts
cannot own this Contract.
________________________________________________________________________________
3. Other Contracts If the annuity being applied for will replace
an existing life insurance or annuity contract,
please indicate the company and policy number. If
you are transferring funds from another company's
annuity, please call us toll free for instructions
at 1 800 223-1200. The transfer may be subject to
income tax if you do not comply with IRS
requirements. You should also contact the other
insurance company for information regarding
transferring funds from your annuity.
________________________________________________________________________________
4. Annuity Starting Date The Annuity Starting Date is the date you
plan to begin receiving Income Benefits. This date
may not be earlier than 14 months after the
Annuity Contract issue date, and it may not be
later than the first day of the month of the
Annuitant's 90th birthday. You may change this
date any time before Income Benefit payments
begin.
________________________________________________________________________________
5. Designation of Beneficiary If the Annuitant dies before Income Benefit
payments begin, the Death Benefit will be paid to
you (the Owner). If you (the Owner) die before
Income Benefit payments begin, the Death Benefit
will be paid to the Beneficiary(ies) you have
named. For example, a married person with children
might name a spouse as Primary Beneficiary and the
children as Contingent Beneficiaries. If the
Primary Beneficiary is the Owner's spouse, the
surviving spouse may elect to become the successor
Owner and continue the Contract. If no Primary
Beneficiary is alive at the time of your death,
the Death Benefit will be paid to the Contingent
Beneficiary(ies) you have named. If no Contingent
Beneficiary is alive, or you have not named a
Beneficiary, the Death Benefit will be paid to
your estate. Unless you tell us otherwise,
"children" means your offspring from all of your
marriages and any persons you have legally
adopted.
________________________________________________________________________________
IF YOU WOULD LIKE ASSISTANCE IN COMPLETING THIS APPLICATION, OR IF YOU HAVE
QUESTIONS ABOUT NAMING THE ANNUITANT, OWNER, OR BENEFICIARIES, PLEASE CALL US
TOLL FREE AT 1 800 223-1200, WEEKDAYS BETWEEN 8:00 A.M. AND 8:00 P.M., EASTERN
TIME.
<PAGE> 3
<TABLE>
<CAPTION>
[TIAA CREF LOGO] TIAA-CREF Life Insurance Company Application for a Personal Annuity Select Contract N
730 Third Avenue
New York, NY 10017-3206 Please print in INK and provide all information requested
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Annuitant Annuitant's Full Name (Mr./Mrs./Ms./Dr.)
Information ------------------------------------------------------------------------
Soc. Sec. # Date of Birth / / Sex: [ ] M [ ] F
------------------------------------ -------------------------
Daytime Telephone Evening Telephone
------------------------------- --------------------------------------------
Permanent Residence
--------------------------------------------------------------------------------------------
State Zip
------------------------------------------------- --------------------------------- ------------------
Are you currently or formerly employed by:
[ ] College, University or Non-Profit Education or Research Institution [ ] K-12
[ } Association [ ] Other
-------------------------------------------------------
Occupation
-----------------------------------------------------------------------------------------------------
Name and Address of Employer
-----------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
2. Owner Owner's Full Name (Mr./Mrs./Ms./Dr.)
Information ------------------------------------------------------------------------
(Complete only Soc. Sec. # Date of Birth / / Sex: [ ] M [ ] F
if the Annui- ------------------------------------- -------------------------
tant is not Daytime Telephone Evening Telephone
the Owner.) ------------------------------- --------------------------------------------
Permanent Residence
--------------------------------------------------------------------------------------------
State Zip
------------------------------------------------- --------------------------------- ------------------
Are you currently or formerly employed by:
[ ] College, University or Non-Profit Education or Research Institution [ ] K-12
[ } Association [ ] Other
-------------------------------------------------------
Occupation
-----------------------------------------------------------------------------------------------------
Name and Address of Employer
-----------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
3. Other Will this contract replace or change a life insurance or annuity contract with another company?
Contracts [ ] Yes
If yes, Company Contract Number
------------------------------------------- ------------------------------------
[ ] Life Insurance Policy or [ ] Annuity Contract
- ------------------------------------------------------------------------------------------------------------------------------------
4. Annuity First day of (the Month) (in Year) , OR at the Annuitant's age
Starting Date ---------------------- -------------- --------
- ------------------------------------------------------------------------------------------------------------------------------------
5. Designation Name and Address of Relationship to Date of Birth Social Security #
of Beneficiary Primary Beneficiary(ies) (Class I) Owner
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Name and Address of Relationship to Date of Birth Social Security #
Contingent Beneficiary(ies) (Class II) Owner
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
The right to change beneficiaries is reserved to me unless TIAA-CREF LIFE is notified otherwise.
NOTE: If no primary beneficiary (Class I) is living at time of insured's death, benefits are payable to the
contingent beneficiary (Class II). If a class includes more than one person, the benefits are divided equally
among the living beneficiaries of the class.
- ------------------------------------------------------------------------------------------------------------------------------------
PLEASE REMEMBER TO COMPLETE THE REVERSE SIDE, AS WELL AS SIGN AND DATE THE APPLICATION.
1291.1.APP.03 Ed 6-98
</TABLE>
<PAGE> 4
- --------------------------------------------------------------------------------
FOR RESIDENTS OF GA, ID, LA, MA, MI, MO, NE, NC, NJ, NV, OK, RI, SC, TX, UT, WA
OR WV, PLEASE READ THE FOLLOWING INFORMATION:
IF YOU LIVE IN ONE OF THESE STATES, THE AMOUNT YOU MAY ALLOCATE TO THE STOCK
INDEX ACCOUNT IS LIMITED TO $10,000 DURING THE INITIAL CANCELLATION (FREE-LOOK)
PERIOD. If you allocate more than $10,000 to the Stock Index Account, your
Application is considered incomplete. We will attempt to contact you to
ascertain whether you would like us to return the amount in excess of $10,000 or
otherwise allocate it to the Fixed Account. If we have not received alternative
instructions from you within five days of receiving your incomplete Application,
we will immediately return your initial premium.
Here is an example of how to determine the maximum percentage of your initial
premium you may allocate to the Stock Index Account. Let's assume your initial
premium is $15,000. $10,000 divided by $15,000 gives you 66.67%. Thus, 66% is
the maximum whole number percentage you may allocate to the Stock Index Account.
To allocate the maximum percentage of your initial premium to the Stock Index
Account, you would specify that 66% be allocated to the Stock Index Account and
34% to the Fixed Account.
Here is how your initial premium will be allocated:
To the Fixed Account: $15,000 x .34 = $5,100
To the Stock Index Account: $15,000 x .66 = $9,900
After the cancellation period expires, you may transfer any amount or allocate
any percentage of future premiums to the Stock Index Account.
- -------------------------------------------------------------------------------
6. Initial Premium. Your first premium must be at least $250, or $25 using
Electronic Funds Transfer (EFT). Please make your check payable to TIAA-CREF
LIFE INSURANCE CO. and indicate the amount of your initial premium submitted
with this application $____________. Please allocate your premium, in WHOLE
PERCENTAGES, to either the Fixed and/or the Stock Index Account(s). The
percentage(s) must total 100 percent. Please indicate below, the percentage(s)
you wish to contribute to the:
FIXED ACCOUNT ________% + STOCK INDEX ACCOUNT ________% = 100%
Future premiums must be at least $25 and will be allocated between the Fixed
Account and the Stock Index Account in the same proportion (to the nearest whole
number percentages) as your initial premium. You may remit additional premiums
and change your allocation percentages at any time.
Every Contract has an initial cancellation (free-look) period (between 10 and 45
days). If you live in one of the states listed above, the cancellation period
will be the minimum allowed by state law (between 10 and 31 days), and we will
refund your premium if you cancel the Contract before the end of the
cancellation period. If you live in any other state (or D.C.), we will refund
the value of your Contract as of the day of cancellation, which is the day you
mail or deliver your request to us for cancellation.
IMPORTANT INFORMATION
THE ANNUITY APPLIED FOR WILL NOT TAKE EFFECT UNLESS AND UNTIL, DURING THE
LIFETIMES OF THE PROPOSED ANNUITANT AND OWNER, TIAA-CREF LIFE HAS RECEIVED THE
INITIAL PREMIUM AND HAS APPROVED THIS APPLICATION. IF THE ANNUITANT IS NOT THE
OWNER, THE ANNUITANT CONSENTS TO THIS APPLICATION FOR AN ANNUITY BASED ON HIS OR
HER LIFE. THE OWNER (NOT THE ANNUITANT) CONTROLS THE CONTRACT. SUBJECT TO ANY
TRANSFER OR ASSIGNMENT OF RIGHTS, THE OWNER MAY EXERCISE EVERY RIGHT GIVEN BY
THE CONTRACT WITHOUT THE CONSENT OF ANY OTHER PERSON. THIS CONTRACT HAS NO
PROVISION FOR LOANS. ACCUMULATIONS IN THE STOCK INDEX ACCOUNT ARE VARIABLE IN
THAT PRINCIPAL AND RETURNS MAY INCREASE OR DECREASE, DEPENDING ON INVESTMENT
RESULTS. INVESTMENT RESULTS IN THE STOCK INDEX ACCOUNT ARE NOT GUARANTEED.
I HAVE RECEIVED A CURRENT PROSPECTUS FOR THE VARIABLE COMPONENT OF THE PERSONAL
ANNUITY SELECT CONTRACT AND A CURRENT PROSPECTUS FOR THE TIAA-CREF LIFE FUNDS,
AND HAVE READ AND UNDERSTAND ALL PROVISIONS OF THIS APPLICATION.
- -----------------------------------------------------------
Signature of Annuitant Date
- -----------------------------------------------------------
Signature of Owner (if other than the Annuitant) Date
If you would like to receive the Statement of Additional Information, which
supplements the prospectuses for the variable component of the Personal Annuity
Select Contract and the TIAA-CREF Life Funds, check here: [ ]
<TABLE>
<S> <C>
[TIAA CREF LOGO] TIAA-CREF LIFE INSURANCE COMPANY The variable component of the
730 Third Avenue Personal Annuity Select Contract
New York, NY 10017-3206 and the TIAA-CREF Life Funds are
distributed by Teachers Personal
Investors Services, Inc.
Copyright 1998 TIAA-CREF Life
Insurance Company
</TABLE>
<PAGE> 5
[TIAA CREF LOGO & LETTERHEAD]
EXCHANGE OF ANNUITY CONTRACTS
Under IRC Section 1035
Contract No.: Owner:
------------------------- --------------------------------
Contract
Issued By: Owner's SS or ID:
--------------------------- ---------------------
Address of Annuitant/
Issuer: Insured:
------------------------------- ------------------------------
Approximate
Amount:
------------------------------- -------------------------------
(Minimum $250)
[ ] Please check if you are transferring an insurance contract.
Please Note: TIAA-CREF Life is unable to accept dual owners or annuitants.
1. I/We the owner of the captioned contract, wish to exchange it for a Personal
Annuity Select on the same life and having the same owner as the captioned
contract, for which I/We have submitted an application to TIAA-CREF Life.
2. I/We hereby assign and transfer all right, title and interest in the
captioned contract to TIAA-CREF Life.
3. I/We intend this assignment to be part of an exchange of insurance policies
under Internal Revenue Code Section 1035. The undersigned is aware that
TIAA-CREF Life intends to surrender this contract for its cash value, (no
portion of which shall be received actively or constructively by me) and to
issue the new Personal Annuity Select in exchange therefor.
4. This form is being furnished to me for my convenience and at my request and
TIAA-CREF Life assumes no liability or responsibility and makes no
representations as to the validity or effectiveness of this exchange under
Section 1035 or otherwise.
5. I/We represent and warrant that no person, firm, or corporation has an
interest in the captioned contract except the undersigned, and that no
proceedings of either a legal or equitable nature are pending which might
affect the said contract.
6. I/We understand and agree that in the event the new Personal Annuity Select
is returned under the "free look" provision, TIAA-CREF Life shall be
discharged of all further liability to me/us in connection with this
transaction. If the exchange of contracts is not completed within a
reasonable time, TIAA-CREF Life will assign the contract back to the owner,
unless TIAA-CREF Life has already submitted the contract for surrender, and
in that event, the amount received by TIAA-CREF Life shall be paid over in
full to me/us when received.
7. I/We represent that a photographic copy of this original assignment shall be
as valid as the original.
8. We acknowledge that this assignment is not effective unless and until
accepted by TIAA-CREF Life and such acceptance is recorded at the end of this
form.
- ----------------------------------- All other parties, if any, having an
(Owner) (Date) interest in ownership of the captioned
contract must sign. (e.g., all assignees,
irrevocable beneficiaries, etc.)
----------------------------------------
(Signature) (Interest)
----------------------------------------
(Signature) (Interest)
----------------------------------------
(Signature) (Interest)
TIAA-CREF Life hereby accepts the Assignment of the above-referenced contract on
this ---- day of --------, 19--.
By: Title:
------------------------------- -----------------------------------
TEACHERS PERSONAL INVESTORS SERVICES, INC.
<PAGE> 1
EXHIBIT 99.B.6A
RESTATED CHARTER
OF
TIAA LIFE INSURANCE COMPANY
UNDER SECTION 807 OF THE NEW YORK BUSINESS
CORPORATION LAW
AND SECTION 1206 OF THE NEW YORK INSURANCE LAW
1. The name of the corporation is TIAA Life Insurance Company.
2. The Charter was filed in the office of the Superintendent of
Insurance of the State of New York on November 20, 1996.
3. The Charter is amended (a) at Article One by changing the name of
the corporation to "TIAA-CREF Life Insurance Company", (b) by deleting Articles
Seven and Twelve and redesignating Articles Eight, Nine, Ten and Eleven as
Articles Seven, Eight, Nine and Ten, respectively, (c) by deleting the language
regarding the declaration of intention which precedes Article One and (d) by
deleting the signature lines of the incorporators and notaries. The text of the
Charter is hereby restated as amended to read as set forth below in full, and
such Restated Charter shall be effective April 3, 1998:
ARTICLE ONE
The name of the corporation is TIAA-CREF Life Insurance
Company.
ARTICLE TWO
The principal office of the corporation is in the County of
New York, City of New York, New York.
ARTICLE THREE
The corporation shall have the power to transact the kinds of
life insurance, annuities and accident and health insurance business specified
in paragraphs 1, 2 and 3 of Section 1113(a) of the Insurance Law of the State of
New York, as follows:
(1) "Life insurance": every insurance upon the lives of human
beings, and every insurance appertaining thereto, including the granting of
endowment benefits, additional benefits
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in the event of death by accident, additional benefits to safeguard the contract
from lapse, accelerated payments of part or all of the death benefit or a
special surrender value upon diagnosis (A) of terminal illness defined as a life
expectancy of twelve months or less, or (B) of a medical condition requiring
extraordinary medical care or treatment regardless of life expectancy, or
provide a special surrender value, upon total and permanent disability of the
insured, and optional modes of settlement of proceeds; additional benefits to
safeguard the contract against lapse in the event of unemployment of the
insured. Amounts paid the insurer for life insurance and proceeds applied under
optional modes of settlement or under dividend options may be allocated by the
insurer to one or more separate accounts pursuant to section four thousand two
hundred forty of the Insurance Law of the State of New York;
(2) "Annuities": all agreements to make periodical payments
for a period certain or where the making or continuance of all or some of a
series of such payments, or the amount of such payment, depends upon the
continuance of human life, except payments made under the authority of paragraph
(1) above. Amounts paid the insurer to provide annuities and proceeds applied
under optional modes of settlement or under dividend options may be allocated by
the insurer to one or more separate accounts pursuant to section four thousand
two hundred forty of the Insurance Law of the State of New York;
(3) "Accident and health insurance": (i) insurance against
death or personal injury by accident or by any specified kind or kinds of
accident and insurance against sickness, ailment or bodily injury, including
insurance providing disability benefits pursuant to Article IX of the Workers'
Compensation Law of the state of New York, except as specified in item (ii)
hereof; and (ii) non-cancelable disability insurance, meaning insurance against
disability resulting from sickness, ailment or bodily injury (but excluding
insurance solely against accidental injury) under any contract which does not
give the insurer the option to cancel or otherwise terminate the contract at or
after one year from its effective date or renewal date;
and any amendments to such paragraphs or provisions in substitution therefor
which may be hereafter adopted, together with any other kind or kinds of
business to the extent necessarily or properly incidental to the kind or kinds
of insurance business which the Company is authorized to do. The Company shall
also have rights, and authority to engage in such other activities including
financial services, as are now or may hereafter be permitted by enactment or
amendment of any law.
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ARTICLE FOUR
The corporate powers of the corporation shall be exercised by
a Board of Directors, and by such officers, employees, agents or committees as
it may elect or appoint from time to time. The Board of Directors has the power
to make or amend By-Laws.
ARTICLE FIVE
The number of directors shall be a minimum of thirteen.
ARTICLE SIX
At all times a majority of Directors shall be citizens and
residents of the United States. Not less than three directors shall be
residents of the State of New York. Each director must be at least eighteen
years of age.
The election of Directors shall be at the annual meeting of
stockholders. The annual meeting shall be held each year on the second Wednesday
of November. At such annual meeting all Directors shall be elected for the
ensuing year.
Any vacancy in the board of directors occurring between the
annual meetings of stockholders may be filled in such manner as the bylaws of
the corporation provide.
ARTICLE SEVEN
The duration of the existence of the corporation shall be
perpetual.
ARTICLE EIGHT
The capital of the corporation shall be two million five
hundred thousand dollars ($2,500,000) which shall consist of two thousand five
hundred (2,500) shares of common stock with a par value of one thousand dollars
($1,000) each.
ARTICLE NINE
No Director shall be personally liable to the corporation or
any of its stockholders for damages for any breach of duty as a Director;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a Director if a judgement or other final adjudication adverse to
him or her establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or were acts or omissions (i) which he or she
knew or reasonably should have known violated the New York Insurance Law or (ii)
which violated a specific standard of care imposed on Directors directly, and
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<PAGE> 4
not by reference, by a provision of the New York Insurance Law (or any
regulations promulgated thereunder) or (iii) which constituted a knowing
violation of any other law, or establishes that he or she personally gained in
fact a financial profit or other advantage to which he or she was not legally
entitled.
ARTICLE TEN
This Charter may be amended at any time in accordance with Section 1206
of the New York Insurance Law, as amended from time to time.
4. The said amendment to the Charter was authorized by the Board of
Directors by unanimous written consent on April 3, 1998, and this Restated
Charter was authorized by the sole shareholder of the corporation by unanimous
written consent on April 3, 1998.
IN WITNESS WHEREOF This Restated Charter has been signed
this 22nd day of April, 1998.
TIAA LIFE INSURANCE COMPANY
By: /s/ Thomas G. Walsh
----------------------------
Thomas G. Walsh
President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On April 22, 1998, before me personally came Thomas G. Walsh to me
personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
/s/ John Curran
-------------------------------
Notary Public
4
<PAGE> 5
By: /s/ Larry D. Hershberger
---------------------------------
Larry D. Hershberger
Secretary
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On April 22, 1998, before me personally came Larry D. Hershberger, to
me personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
/s/ John S. Curran
-------------------------------
Notary Public
5
<PAGE> 1
EXHIBIT 99.B.6B
BYLAWS
OF
TIAA-CREF LIFE INSURANCE COMPANY
ARTICLE ONE
Stockholders
Section 1. Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the second Wednesday of
November at the office of TIAA Life Insurance Company in the City of New York on
a day and at an hour specified by notice mailed at least thirty days in advance.
The notice shall be in writing and shall be signed by the chairman, or the chief
executive officer and president, or a vice president, or the secretary.
Special meetings of the stockholders may be held at the said office of
the Company whenever called by the chairman, or by the chief executive officer
and president, or by order of the board of directors, or by the holders of at
least one-third of the outstanding shares of stock of the Company.
Section 2. Notice. It shall be the duty of the secretary not less than
ten nor more than forty days prior to the date of each meeting of the
stockholders to cause a notice of the meeting to be mailed to each stockholder.
Section 3. Voting. At all meetings of stockholders each stockholder
shall be entitled to one vote upon each share of stock owned by him of record on
the books of the Company ten days before the meeting. Stockholders may vote in
person or by proxy appointed in writing.
Section 4. Quorum. The presence in person or by conference call in
accordance with Section Five of Article One or by proxy of the holders of a
majority of the shares in the Company shall be necessary to constitute a quorum
at any meeting of stockholders.
Section 5. Telephonic Participation. At all meetings of stockholders or
any committee thereof, stockholders may participate by means of a conference
telephone or similar communications equipment allowing all persons participating
in
<PAGE> 2
the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
ARTICLE TWO
Directors
Section 1. General Management. The general management of the property,
business and affairs of the Company shall be vested in the board of directors as
provided by the charter. A director need not be a stockholder.
Section 2. Quorum. A majority of the directors shall constitute a
quorum at all meetings of the board. If less than a quorum shall be present at
any meeting, a majority of those present may adjourn the meeting from time to
time until a quorum shall attend. In case of a vacancy among the directors
through death, resignation or other cause, a successor to hold office for the
unexpired portion of the term may be elected at any meeting of the board at
which a quorum shall be present. Directors may be removed without cause by a
vote of the shareholders. Such successors shall not take office nor exercise the
duties thereof until ten days after written notice of their election shall have
been filed in the office of the Superintendent of Insurance of the State of New
York.
Section 3. Annual Meeting. There shall be a meeting of the board of
directors in the month of November each year on a day and at an hour specified
in a notice mailed at least ten days and not more than twenty days in advance.
This shall be known as the annual meeting of the board of directors. At this
meeting the board shall elect officers, appoint committees and transact such
other business as shall properly come before the meeting.
Section 4. Other Meetings. Stated meetings of the board of directors
shall be held on such dates as the board by standing resolution may fix. No
notice of such stated meetings need be given. Special meetings of the board may
be called by order of the chairman, the chief executive officer and president,
or the executive committee by notice mailed at least twenty four hours prior to
the date of such meeting, and any business may be transacted at the meeting.
Section 5. Telephonic Participation. At all meetings of the board of
directors or any committee thereof, directors may participate by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the board, or any committee thereof,
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<PAGE> 3
may be taken without a meeting if all members of the board or the committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the board or
committee shall be filed with the minutes of the proceedings of the board or
committee.
Section 7. Directors Compensation and Expenses. A director may be paid
an annual stipend and fees and such other compensation or emolument in any
amount first authorized by the board in accordance with Section 1 of Article
Five hereof, including, but not limited to, a deferred compensation benefit, for
meetings of the board that he/she attends and for services that he/she renders
on or for committees or subcommittees of the board; and each director shall be
reimbursed for transportation and other expenses incurred by him/her in serving
the Company.
Section 8. Chairman. The chairman, and in his absence the chief
executive officer and president, shall preside at all meetings of the
stockholders and of the board. He shall be ex officio chairman of the executive
committee. He may appoint director committees, except those appointed by the
board of directors, and may appoint members to fill vacancies on director
committees appointed by the board when such occur between meetings of the
directors.
ARTICLE THREE
Officers
Section 1. Election. At each annual meeting the board of directors
shall elect the executive officers of the corporation including a chief
executive officer and president, secretary, one or more vice presidents, and
such other executive officers as they may determine. Each such executive officer
shall hold office until his or her successor is elected and qualified or, if
earlier, until his or her retirement, death, resignation or removal. The board
may appoint other officers and agents, assign titles to them and determine their
duties; such officers and agents shall hold office during the pleasure of the
board of directors. It may appoint persons to act temporarily in place of any
officers of the Company who may be absent, incapacitated, or for any other
reason unable to act or may delegate such authority to the chief executive
officer.
Section 2. Removal of Officers. Any officer elected by the board of
directors may be removed by the affirmative votes of a majority of all the
directors holding office. Any other officer may be removed by the affirmative
votes of a majority of all members of the executive committee holding office.
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<PAGE> 4
Section 3. Removal of Other Employees. All other agents and employees
shall hold their positions at the pleasure of the executive committee or of such
executive officer as the executive committee may clothe with the powers of
engaging and dismissing.
Section 4. Qualifications. The chief executive officer and president
shall be a member of the board of directors, but no other officer need be a
director. One person may hold more than one office, except that no person shall
be both chief executive officer and president and secretary.
Section 5. Chief Executive Officer and President. Subject to the
control of the board of directors and the provisions of these bylaws, the chief
executive officer and president shall be charged with the management of the
affairs of the company, and shall perform such duties as are not specifically
delegated to other officers of the Company. He shall be ex officio a member of
all standing committees except the nominating and personnel committee and the
audit committee. He shall report from time to time to the board of directors on
the affairs of the Company.
Section 6. Secretary. The secretary shall give all required notices of
meetings of the board of directors and shareholders, and shall attend and act as
secretary at all meetings of the board and of the executive committee and
shareholders and keep the records thereof. He shall keep the seal of the
corporation, and shall perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the board
of directors, the executive committee, or the chief executive officer and
president.
Section 7. Other Officers. The chief executive officer and president
shall determine the duties of the executive officers other than the secretary
and of all officers other than executive officers, and he may assign titles to
and determine the duties of non-officers.
ARTICLE FOUR
Committees
Section 1. Appointment. At each annual meeting of the board of
directors the board shall appoint an executive committee, an investment
committee, a nominating and personnel committee, and an audit committee, each
member of which shall hold office until the close of the next annual meeting of
the board and until a successor shall be appointed or until the member shall
cease to be a director. The board of directors, the executive committee, or the
chairman may appoint such other
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<PAGE> 5
director committees and subcommittees as may from time to time be found
necessary or convenient for the proper conduct of the business of the Company,
and designate their duties.
Section 2. Executive Committee. The executive committee shall consist
of at least five directors including the chairman and the chief executive
officer and president. Three members shall constitute a quorum. The executive
committee shall meet in regular meeting as it may from time to time determine,
and in special meeting whenever called by the chairman, and to the extent
provided by law shall be vested with full powers of the board of directors
during intervals between the meetings of the board in all cases in which
specific instructions shall not have been given by the board of directors and,
in particular, said committee:
(a) Shall have general supervision of the contracts issued by the
Company, and of all matters relating to the selection of risks, the
determination of premium rates, and of any other questions of detail in the
conduct of the business which may be referred to the executive committee by
resolutions of the board of directors.
(b) Shall have supervision of the rules and methods for recording the
vouchers, accounts, receipts and disbursements of the Company.
Section 3. Investment Committee. The investment committee shall
consist of the chief executive officer and president, four other directors, and
such additional directors, if any, as the board of directors or the executive
committee may appoint. Three members shall constitute a quorum.
(a) Subject to review by the board of directors the investment
committee shall determine the investment policies of the Company.
(b) The investment committee shall supervise the investment of the
funds of the Company in real estate and loans secured by real estate mortgages,
and in the purchase, sale, exchange or conversion of securities, and loans on
collateral. No loan or investment other than policy loans, shall be made or
disposed of without authorization or approval by the investment committee.
Section 4. Nominating and Personnel Committee. The nominating and
personnel committee shall consist of five directors. Three members shall
constitute a quorum. In the year following their appointment and each year
thereafter the committee shall nominate executive officers and members of the
standing committees for election at the annual meeting of the board of
directors, shall designate the principal officers of the
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<PAGE> 6
Company, shall recommend to the board of directors the annual compensation of
the principal officers and of any salaried employee if the level of compensation
to be paid to such employee is equal to, or greater than, the compensation
received or to be received by any principal officer, nominate directors to fill
interim vacancies and shall recommend the names of persons for election as
directors at the annual meeting of the stockholders. In addition, the committee
shall approve the titles and base salaries of all appointed officers and the
base salaries of executive officers, other than those designated as principal
officers or those officers to be paid on an equal or greater level of
compensation with principal officers, and shall recommend the provisions of any
incentive salary compensation program(s) and determine the amounts of any
incentive salary payments for those officers included in any incentive salary
plan.
Section 5. Audit Committee. The audit committee shall consist of five
directors. Three members shall constitute a quorum. The committee shall itself,
or through public accountants or otherwise, make such audits and examinations of
the records and affairs of the Company as it may deem necessary.
Section 6. Reports. Within a reasonable time after their meetings, all
such committees and subcommittees shall report their transactions to each
director.
ARTICLE FIVE
Salaries, Compensation and Pensions
to Directors, Officers and Employees
Section 1. Salaries and Pensions. The Company shall not pay any salary,
compensation or emolument in any amount to any officer, deemed by a committee or
committees of the board to be a principal officer, or to any salaried employee
of the Company if the level of compensation to be paid to such employee is equal
to, or greater than, the compensation received by any of its principal officers,
or to any director thereof, unless such payment be first authorized by a vote of
the board of directors of the Company. The Company shall not make any agreement
with any of its officers or salaried employees whereby it agrees that for any
services rendered or to be rendered he shall receive any salary, compensation or
emolument that will extend beyond a period of thirty-six months from the date of
such agreement, except as specifically permitted by the Insurance Law of the
State of New York. No principal officer or employee of the class described in
the first sentence of this section, who is paid a salary for his services shall
receive any other compensation, bonus or emolument from the Company, directly or
indirectly, except in accordance with a plan recommended by a committee of
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the board and approved by the board of directors. The Company shall not grant
any pension to any officer or director, or to any member of his family after his
death, except that the Company may pursuant to the terms of a retirement plan
and other appropriate staff benefit plans adopted by the board provide for any
person who is or has been a salaried officer or employee, a pension payable at
the time of retirement by reason of age or disability and also life insurance,
health insurance and disability benefits.
Section 2. Prohibitions. No director or officer of the Company shall
receive, in addition to fixed salary or compensation, any money or valuable
thing, either directly or indirectly, or through any substantial interest in any
other corporation or business unit, for negotiating, procuring, recommending or
aiding in any purchase or sale of property, or loan, made by the Company or any
affiliate or subsidiary thereof, nor be pecuniarily interested either as
principal, coprincipal, agent or beneficiary, either directly or indirectly, or
through any substantial interest in any other corporation or business unit, in
any such purchase, sale or loan; provided that nothing herein contained shall
prevent the Company from making a loan upon a policy held therein by the
borrower not in excess of the net reserve value thereof.
ARTICLE SIX
Indemnification of Directors, Officers, and Employees
The Company shall 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 the Company,
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 the Company, or is or was serving at the
request of the Company as a 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 any
other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the Company 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
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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.
ARTICLE SEVEN
Execution of Instruments
The board of directors or the executive committee shall designate who
is authorized to execute certificates of stock, proxies, powers of attorney,
deeds, leases, releases of mortgages, satisfaction pieces, checks, drafts,
contracts for insurance or annuities and instruments relating thereto, and all
other contracts and instruments in writing necessary for the Company in the
management of its affairs, and to attach the Company's seal thereto; and may
further authorize the extent to which such execution may be done by facsimile
signature.
ARTICLE EIGHT
Disbursements
No disbursements of $100 or more shall be made unless the same be
evidenced by a voucher signed by or on behalf of the person, firm or corporation
receiving the money and correctly describing the consideration for the payment,
and if the same be for services and disbursements, setting forth the services
rendered and an itemized statement of the disbursements made, and if it be in
connection with any matter pending before any legislative or public body, or
before any department or officer of any government, correctly describing in
addition the nature of the matter and of the interest of such corporation
therein, or if such voucher cannot be obtained, by an affidavit stating the
reasons therefor and setting forth the particulars above mentioned.
ARTICLE NINE
Corporate Seal
The seal of the Company shall be circular in form and shall contain the
words "TIAA-CREF Life Insurance Company," which seal shall be kept in the
custody of the secretary of the Company and be affixed to all instruments
requiring such corporate seal.
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ARTICLE TEN
Amendments
Any bylaw may be amended or repealed at any meeting of the
board of directors provided notice of the proposed amendment or repeal shall
have been mailed to each director at least one week and not more than two weeks
prior to the date of such meeting.
9
<PAGE> 1
EXHIBIT 99.B.8
PARTICIPATION/DISTRIBUTION AGREEMENT
THIS AGREEMENT is entered into on this 30th day of November,
1998, between TIAA-CREF Life Insurance Company ("TCL"), a life insurance company
organized under the laws of the State of New York, for itself and on behalf of
TIAA-CREF Life Separate Account VA-1 (the "Account"), a separate account
established by TCL in accordance with the laws of the State of New York;
TIAA-CREF Life Funds (the "Company"), an open-end management investment company
organized under the laws of the State of Delaware, and Teachers Personal
Investors Services, Inc. ("TPIS"), a Delaware corporation operating as a
broker-dealer.
WITNESSETH:
WHEREAS, the Account has been established by TCL pursuant to
the insurance laws of the State of New York in connection with certain variable
annuity contracts ("Contracts") proposed to be issued to the public by TCL;
WHEREAS, the Account has been registered as a unit investment
trust under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the income, if any, and gains and losses, realized
and unrealized, from assets allocated to the Account are, in accordance with the
applicable contracts, to be credited to or charged against the Account without
regard to other income, gains or losses of TCL or any other separate account
thereof;
WHEREAS, the Account currently consists of a single investment
account and may in the future be subdivided into various investment accounts
(each a "subaccount") as to which income, if any, and gains and losses, realized
and unrealized, from assets allocated to each such subaccount would be credited
to or charged against such subaccounts without regard to other income, gains or
losses of other subaccounts;
WHEREAS, the Company is registered with the Securities and
Exchange Commission under the 1940 Act as an open-end management investment
company;
WHEREAS, the Company currently consists of a single investment
portfolio and may in the future be subdivided into various investment portfolios
(each a "Fund"), each of which may be subject to certain investment policies and
restrictions that may not be changed without a majority vote of the shareholders
of such Fund; and
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WHEREAS, the shares of each Fund will be offered to a
corresponding subaccount; and
WHEREAS, TPIS is the principal underwriter for the Contracts
and is a broker-dealer registered as such under the Securities Exchange Act of
1934 and is a member of the National Association of Securities Dealers ("NASD");
NOW THEREFORE, in consideration of the foregoing and of the
mutual covenants and conditions set forth herein TCL, the Account, TPIS and the
Company hereby agree as follows:
1. The Contracts funded through the Account will provide for
the allocation of purchase payments among certain subaccounts for investment in
such shares of the Funds as may be offered from time to time in the prospectus
for the Contracts. The selection of the particular subaccount is to be made by
the contract owner and such selection may be changed or the cash value may be
transferred among or between subaccounts in accordance with the terms of the
Contracts.
2. The Company hereby appoints TPIS as its principal
underwriter and exclusive distributor to sell its shares to the Account, and
TPIS accepts such appointment. TPIS shall offer shares of the Company only on
the terms set forth in the Company's currently effective registration statement.
The Company reserves the right to sell its shares to other persons and to
appoint additional underwriters and distributors.
3. The Company agrees to sell to TCL, on behalf of the
Account, those shares of the Funds of the Company which the Account orders,
executing such orders on a daily basis at the net asset value next computed
after receipt by the Company or its designated agent of the order for the shares
of the Company. For purposes of this Section, TCL or its designated agent shall
be the designated agent of the Company for receipt of such orders from contract
owners and receipt by such designated agent shall constitute receipt by the
Company; provided that the Company's transfer agent receives notice of such
order by 9:30 a.m. New York time on the next following business day. "Business
day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Company calculates the net asset value of the Funds as
described in its registration statement.
The Company agrees to make shares of each Fund available
indefinitely for purchase at the applicable net asset value per share by the
Account on those days on which the Company calculates its net asset value as
described in its registration statement and the Company shall use reasonable
efforts to calculate such net asset value on each business day as defined above.
Notwithstanding the foregoing, the Board of Trustees of the Company (hereinafter
the "Board") may refuse to sell shares of any Fund to TCL, or suspend or
terminate the offering of shares of any Fund if such action is required by law
or by regulatory authorities having jurisdiction or is, in the sole discretion
of the Board acting in good faith and in light of their fiduciary duties
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<PAGE> 3
under federal and any applicable state laws, necessary in the best interests of
the shareholders of such Fund or contract owners indirectly invested in such
Fund.
TCL shall pay for such shares by 9:30 a.m. New York time on
the next business day after an order to purchase shares is made in accordance
with the provisions of this Section 5. Payment shall be in federal funds
transmitted by wire to the Company's transfer agent or by a credit for any
shares redeemed.
4. The Company agrees to redeem for cash, on TCL's request,
any full or fractional shares of the Company held by TCL, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Company or its designated agents of the request for redemption by Contract
owners. For purposes of this Section, TCL or or its designated agent shall be
the designated agent of the Company for receipt of requests for redemption from
Contract owners and receipt by such designated agent shall constitute receipt by
the Company; provided that the Company receives notice of such request for
redemption by 9:30 a.m. New York time on the next following business day.
The Company ordinarily shall make payment to TCL for shares
redeemed on the day the Company receives notice from TCL or its designated
agent, but the Company may delay payment for up to seven calendar days after the
request is received. Payment shall be in federal funds transmitted by wire or by
a credit for any shares purchased.
5. Transfer of shares shall be by book entry. No stock
certificates will be issued to the Account. Shares of each Fund will be recorded
with an appropriate identifier for the corresponding subaccount on the books of
TCL. If, however, state law requires transfer other than by book entry, then the
Company agrees to provide the required form of transfer.
6. The Company shall make the net asset value per share for
each Fund available to TCL or its designated agent on a daily basis as soon as
reasonably practicable after the net asset value per share is calculated and
shall use its best efforts to make such net asset value per share available to
TCL or its designated agent by 7 p.m. New York time.
7. The Company or its transfer agent shall furnish notice on
the ex-dividend date to TCL or its designated agent of any dividend or
distribution payable on any shares to the Account. All of such dividends and
distributions as are payable on shares of a Fund shall be automatically
reinvested in additional shares of that Fund. The Company shall notify TCL or
its designated agent of the number of shares so issued.
8. The Company shall pay all of its expenses incidental to its
performance under this Agreement. The Company shall take all reasonable steps to
ensure that all of its shares are registered and authorized for issue in
accordance with applicable federal and state laws prior to their purchase by TCL
for the Account. The Company shall bear the expenses for the cost of
registration of its shares, preparation of its prospectus, proxy materials and
reports, the printing
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and distribution of such items to each Contract owner who has allocated net
amounts to any subaccount, the preparation of all statements and notices
required by any federal or state law, and taxes imposed upon the Company on the
issue or transfer of the Company's shares subject to this Agreement. The parties
shall cooperate in the printing of the prospectuses of the Contracts and the
Company. The Company shall provide TCL with a reasonable quantity of Company
prospectuses and reports to be sent to existing Contract owners.
9. The Company does not charge a load or redemption fee in
connection with the sale or redemption of its shares and TPIS will not charge
any load or redemption fee in connection with the sale of shares to or
redemption of shares from the Account. Notwithstanding this, TPIS assumes and
will pay, from its own resources, all expenses related to distribution of the
Company's shares and will bear other costs and expenses attributable to any
activity primarily intended to result in the sale of shares. Such expenses
include, but are not limited to:
a. printing and distribution of the Company's prospectus
to prospective investors;
b. preparation, printing and distribution of advertising
and sales literature for use in the offering of the
Company's shares (in connection with the offering of
the Contracts or otherwise) and printing and
distribution of reports to shareholders used as sales
literature; and
c. the qualification of TPIS as a distributor or broker
or dealer under any applicable federal or state
securities laws;
10. In selling shares of the Company, TPIS shall use its best
efforts in all respects duly to conform with the requirements of all federal and
state laws and regulations and the rules of the NASD, relating to the sales of
the Company's shares or the Contracts.
11. TPIS shall act as an independent contractor and nothing
contained herein shall be construed to make it, its agents or representatives,
or any employees, employees of the Company. In addition, TPIS shall remain fully
responsible for its own conduct and that of its agents, representatives and
employees under applicable law.
12. TCL and TPIS shall make no representations concerning the
Company or its shares except those contained in the then-current prospectus of
the Company and in printed information subsequently issued on behalf of the
Company and approved by the Company as supplemental to such prospectus, or
otherwise approved by the Company.
13. The Company represents that each Fund of the Company shall
comply with Section 817(h) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations issued thereunder (Reg. Section 1.817-5), relating
to the diversification requirements
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<PAGE> 5
for variable annuity contracts and any amendments or other modifications to such
Section or regulations.
The Company represents that each Fund of the Company is
currently qualified or will be qualified as a Regulated Investment Company under
Subchapter M of the Code and that every effort will be made to maintain such
qualification under Subchapter M or under any successor or similar provision,
and that the Company will notify TCL orally (followed by written notice) or by
wire immediately upon having a reasonable basis for believing that any Series
might not so qualify in the future.
14. It is understood among the parties to this Agreement that,
subject to obtaining any applicable regulatory approvals that may be conditioned
on the parties complying with certain requirements, shares of each Fund may be
offered in the future to the separate accounts of various insurance companies in
addition to TCL and in connection with variable life insurance contracts or
variable annuity contracts other than the Contracts. It is also understood among
the parties that shares of each Fund only may be offered to the other persons
identified in paragraph (f) of Regulation Section 1.817-5.
15. The Company represents and warrants that all of its
officers, employees, investment advisers, and other individuals or entities
having access to the assets of the Company are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Company in an amount not less than the minimal coverage as required
currently by Section 17(g) of the 1940 Act and Rule 17g-1 or related provisions
as may be promulgated from time to time.
16. This Agreement shall terminate:
(a) at any time on six months written notice by
the Company to TCL and TPIS or on six months' written notice by TCL to the
Company and TPIS or on six months' written notice by TPIS to TCL and the Company
without the payment of any penalty (provided, however, that if TCL is not able,
acting in good faith, to obtain suitable substitute investment media within six
months, this Agreement shall terminate one year from the date of the notice of
termination); or
(b) at the option of any party hereto upon
institution of formal enforcement proceedings against the Company, the Company's
investment manager, TCL or TPIS by the Securities and Exchange Commission, or if
TCL or the Company is determined by the other to have failed to perform its
obligations under this Agreement in a satisfactory manner; or
(c) upon a vote of the holders of a majority of
the votes attributable to the shares supporting the Contracts having an interest
in a particular subaccount to substitute the shares of another investment
company or Fund for the Company shares then being held by that
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<PAGE> 6
subaccount in accordance with the terms of the Contracts. TCL will give 60 days'
prior written notice to the Company upon becoming aware of a proposed Contract
owner vote; or
(d) in the event the shares of the Company are
not registered, issued, or sold in accordance with applicable state and/or
federal law or such law prohibits the use of such shares as an underlying
investment for the Contracts issued or to be issued by TCL. Prompt notice of
such an event shall be given by each party to the other in the event the
conditions of this provision occur; or
(e) upon assignment of this Agreement, at the
option of any party not assigning this Agreement.
17. Each notice required by this Agreement shall be given in
writing to:
Attn: Thomas G. Walsh
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Attn: Thomas G. Walsh
TIAA-CREF Life Funds
730 Third Avenue
New York, New York 10017-3206
Attn: Lisa Snow
Teachers Personal Investors Services, Inc.
730 Third Avenue
New York, New York 10017-3206
18. Each party hereto shall cooperate with each other party
and all appropriate government authorities and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
The Company agrees that all records and other data pertaining
to the Contracts are the exclusive property of TCL and that any such records and
other data shall be furnished to TCL by the Company upon termination of this
Agreement for any reason whatsoever. TCL shall have the right to inspect, audit
and copy all pertinent records pertaining to the Contracts. This shall not
preclude the Company from keeping copies of such data or records for its own
files subject to the provisions of this section.
19. TCL, the Account and TPIS agree to look solely to the
assets of the Company for the satisfaction of any liability of the Company, with
respect to this agreement and
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will not seek recourse against the members of the Board or its officers,
employees, agents, or shareholders, or any of them, or any of their personal
assets for such satisfaction.
20. The Company agrees to indemnify and hold harmless TCL,
each member of its Board of Directors, each of its officers, and any person that
controls TCL within the meaning of Section 15 of the Securities Act of 1933, as
amended (the "1933 Act") against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Company) or litigation (including legal and other expenses) to which TCL may
become subject under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or settlements arise as a result of TCL's reliance on any information contained
in a then current prospectus, statement of additional information, or report of
the Company; or any current information communicated to TCL in writing by the
Company.
The Company shall, at all times, have the right, but not the
obligation, to take over and conduct, in the name of TCL, the Account and/or
TPIS, the investigation and defense of any claim by a third party for which
indemnification may be sought, and in such event, TCL, the Account and/or TPIS
shall cooperate in every way with the Company.
21. The Company agrees to indemnify and hold harmless TPIS,
each member of its Board of Directors, each of its officers, and any person that
controls TPIS within the meaning of Section 15 of the 1933 Act against any and
all losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Company) or litigation (including legal and
other expenses) to which TPIS may become subject under any statute, at common
law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements arise as a result of
TPIS's reliance on any information contained in a then current prospectus,
statement of additional information, or report of the Company; or any current
information communicated to TPIS in writing by the Company.
The Company shall, at all times, have the right, but not the
obligation, to take over and conduct, in the name of TPIS, or any controlling
person of TPIS, the investigation and defense of any claim by a third party for
which indemnification may be sought, and in such event, TPIS shall cooperate in
every way with the Company.
22. TCL agrees to indemnify and hold harmless the Company,
each member of its Board, each of its officers, and each person that controls
the Company within the meaning of Section 15 of the 1933 Act against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of TCL) or litigation (including legal and other expenses)
to which the Company may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements arise as a result of the Company's
reliance on any information contained in the then current prospectus, statement
of additional information, or contract of the Account; or any information
communicated to the Company in writing by TCL.
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<PAGE> 8
TCL shall, at all times, have the right, but not the
obligation, to take over and conduct, in the name of the Company, the
investigation and defense of any claim by a third party for which
indemnification may be sought, and in such event, the Company shall cooperate in
every way with TCL.
23. TPIS agrees to indemnify and hold harmless the Company,
each member of its Board, each of its officers, and each person that controls
the Company within the meaning of Section 15 of the 1933 Act against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of TPIS) or litigation (including legal and other expenses)
to which the Company may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements arise as a result of the Company's
reliance on any information communicated to the Company in writing by TPIS (for
inclusion in the Company's registration statement or otherwise), as a result of
any misrepresentation or omission to state a material fact by TPIS (or any agent
or employee of TPIS) unless such misrepresentation or omission was made in
reliance on written information furnished by the Company or as a result of
TPIS's wilful misconduct or failure to exercise reasonable care and diligence
(including supervision of its agents representatives and employees) in providing
the services the Company specified herein.
TPIS shall, at all times, have the right, but not the
obligation, to take over and conduct, in the name of the Company, the
investigation and defense of any claim by a third party for which
indemnification may be sought, and in such event, the Company shall cooperate in
every way with TPIS.
24. This Agreement shall be construed in accordance with the
laws of the State of New York.
25. This Agreement shall be subject to the provisions of the
1933 Act, the 1940 Act and the Securities Exchange Act of 1934, as amended, and
the rules and regulations and rulings thereunder, including such exemptions form
those statutes, rules and regulations as the Securities and Exchange Commission
may grant and the terms hereof shall be interpreted and construed in accordance
therewith.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested as of the date shown on the First
page.
TIAA-CREF LIFE INSURANCE
COMPANY ON BEHALF OF ITSELF
AND TIAA-CREF LIFE SEPARATE
ACCOUNT VA-1
Attest:
/s/ Mark L. Serlen By: /s/ Thomas G. Walsh
- -------------------------------- --------------------------------------
Assistant Secretary Thomas G. Walsh
President
TIAA-CREF LIFE FUNDS
Attest:
/s/ Mark L. Serlen By: /s/ Scott C. Evans
- -------------------------------- --------------------------------------
Assistant Secretary Scott C. Evans
Executive Vice President
TEACHERS PERSONAL
INVESTORS SERVICES, INC.
Attest:
/s/ Mark L. Serlen By: /s/ Lisa Snow
- -------------------------------- --------------------------------------
Assistant Secretary Lisa Snow
Vice President, Chief Counsel
and Secretary
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<PAGE> 1
EXHIBIT 99.B.12
[TIAA CREF LOGO]
INTEROFFICE MEMO
To: TIAA-CREF Life Separate Account VA-1
From: TIAA-CREF Life Insurance Company
Date: November 30, 1998
Re: Initial Capital (Seed Money) Contribution for
TIAA-CREF Life Separate Account VA-1
Set forth below are the procedures to be followed in
connection with the contribution of initial capital, or "seed money" by
TIAA-CREF Life Insurance Company to TIAA-CREF Life Separate Account VA-1 (the
"Separate Account"), a segregated investment account of TIAA-CREF Life.
1. TIAA-CREF Life will invest in the Stock Index Account of
the Separate Account (the "Stock Index Account") the sum of $100,000.00 on
December 1, 1998 or as soon thereafter as practicable.
2. In consideration for such investment and without deduction
of any charges, the Separate Account shall credit TIAA-CREF Life with such
units, of which TIAA-CREF Life shall be the owner, of the Stock Index Account in
such amounts as shall be mutually agreed upon. Such shares will share pro rata
in the investment performance of the Stock Index Account and shall be subject to
the same valuation procedures and the same periodic deductions as are other
units in that account. The value of such units on the day the initial investment
is made shall be $25.00.
3. TIAA-CREF Life represents that the shares acquired under
this Agreement are being, and will be, acquired for investment (and not with a
view to distribution or resale to the public) and can be disposed of only by
redemption.
4. Units acquired under this Agreement will be held by
TIAA-CREF Life for its own account until redeemed by TIAA-CREF Life. Amounts
will be redeemed at prices equal to the accumulation unit value of units of the
Stock Index Account next determined after the Separate Account receives
TIAA-CREF Life's proper notice of redemption.
5. TIAA-CREF Life may purchase, and the Separate Account may
issue, additional units as the parties may agree.
6. These procedures are intended to comply with the applicable
provisions of the federal securities laws and the laws of the State of New York,
and thus should be construed and followed in a manner consistent with the
requirements of those laws.
