As filed with the Securities and Exchange Commission on January 14, 2000
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. [ ]
Post-Effective Amendment No. 2 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [X]
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
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on April 1, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[x] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
April 1, 2000
PROSPECTUS
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). Before you
invest, please read this prospectus carefully, along with the accompanying fund
prospectus, 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 or certain investment options are
available to you is subject to approval by regulatory authorities in your state.
You may allocate premiums to a TIAA-CREF Life fixed account or to the separate
account's five variable investment accounts which invest in the following funds
of the TIAA-CREF Life Funds:
o Growth Equity Fund
o Growth & Income Fund
o International Equity Fund
o Stock Index Fund
o Social Choice Equity Fund
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's mutual fund investment performs over time. TIAA-CREF Life doesn't
guarantee the investment performance of the funds or the investment accounts,
and you bear the entire investment risk.
More information about the separate account and the contract is on file with the
Securities and Exchange Commission (SEC) in a "Statement of Additional
Information" (SAI) dated April 1, 2000. 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.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
An investment in the contract is not a deposit of the TIAA-CREF Trust Company,
FSB, and is not insured or guaranteed by the Federal Deposit Insurance
Corporation (FDIC) or any other government agency.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Definitions.......................................................................................................3
Summary .........................................................................................................5
TIAA-CREF Life Insurance Company and TIAA.........................................................................9
The Separate Account..............................................................................................9
TIAA-CREF Life Funds.............................................................................................10
Adding and Closing Accounts or Substituting Investment Portfolios.................................................9
The Contract--The Accumulation Period............................................................................10
Charges..........................................................................................................15
The Contract--The Annuity Period.................................................................................15
Death Benefits...................................................................................................20
Timing of Payments...............................................................................................22
Federal Income Taxes.............................................................................................22
Condensed Financial Information; Performance Information.........................................................25
General Matters..................................................................................................25
Distributing the Contracts.......................................................................................23
Legal Proceedings................................................................................................27
</TABLE>
This prospectus outlines the terms of the variable annuity issued by TIAA-CREF
Life. It doesn't constitute an offering in any jurisdiction where such an
offering can't lawfully be made. No dealer, salesman, or anyone else is
authorized to give any information or to make any representation about this
offering other than what is contained in this prospectus. If anyone does so, you
shouldn't rely it.
2
<PAGE>
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.
Annuity Unit. A measure used to calculate the amount of annuity payments due a
contractowner.
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.
3
<PAGE>
Income Change Method. How you choose to have your variable annuity payments
revalued. Under the annual income change method, your payments are revalued once
each year. Under the monthly income change method, your payments are revalued
every month.
Income Option. Any of the ways you can receive annuity income, which must be
from the fixed account.
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 is
an indirect wholly owned subsidiary of TIAA.
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.
4
<PAGE>
SUMMARY
Read this summary together with the detailed information you'll find in the rest
of the prospectus.
What is the Personal Annuity Select?
Personal Annuity Select is an annuity product that allows individual investors
to accumulate funds on a tax-deferred basis for retirement or other long-term
investment purposes, and to receive future payment based on the amounts
accumulated as lifetime income or through other payment options.
Under the Personal Annuity Select contract, you may allocate your premiums to a
TIAA-CREF Life fixed account or to a TIAA-CREF Life separate account, which
consists of five variable investment accounts that invest in underlying mutual
funds. As with all variable annuities, your accumulation in the variable
component of your contract can increase or decrease, depending on how well the
fund underlying the investment account performs over time. TIAA-CREF Life
doesn't guarantee the investment performance of the funds or the investment
accounts, and you bear the entire investment risk.
The contract accepts only after-tax dollars, which means your premiums can't be
excluded from your gross income for tax purposes. However, earnings on your
accumulations in the separate account aren't taxed until withdrawn or paid as
annuity income. The contract is available to you provided it has been approved
by the insurance department of your state of residence. Approvals are pending in
certain jurisdictions.
5
<PAGE>
What expenses must I currently pay under the contract?
Here's a summary of the direct and indirect expenses you must currently pay
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 (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-
Growth Equity Fund
Management fee (investment advisory)(after fee waiver) (3)...........................................0.19%
Other expenses (after expense reimbursement) (4).....................................................0.06%
Total fund annual expenses (after waiver and reimbursement)(5).......................................0.25%
Total Separate Account and Fund Annual Expenses(6)........................................................0.55%
Growth & Income Fund
Management fee (investment advisory)(after fee waiver) (3)...........................................0.17%
Other expenses (after expense reimbursement) (4).................................................... 0.06%
Total fund annual expenses (after waiver and reimbursement)(5).......................................0.23%
Total Separate Account and Fund Annual Expenses(6)........................................................0.53%
International Equity Fund
Management fee (investment advisory)(after fee waiver) (3)...........................................0.19%
Other expenses (after expense reimbursement) (4).....................................................0.10%
Total fund annual expenses (after waiver and reimbursement)(5).......................................0.29%
Total Separate Account and Fund Annual Expenses(6)........................................................0.59%
Stock Index Fund
Management fee (investment advisory)(after fee waiver) (3)...........................................0.07%
Other expenses ...................................................................................... None
Total fund annual expenses (after waiver)(5).........................................................0.07%
Total Separate Account and Fund Annual Expenses(6)........................................................0.37%
Social Choice Equity Fund
Management fee (investment advisory)(after fee waiver) (3)...........................................0.12%
Other expenses (after expense reimbursement) (4).................................................... 0.06%
Total fund annual expenses (after waiver and reimbursement)(5).......................................0.18%
Total Separate Account and Fund Annual Expenses(6).......................................................0.48%
</TABLE>
Fund expenses are deducted by the underlying mutual fund before it provides
TIAA-CREF Life with the daily net asset value. TIAA-CREF Life then deducts
separate account charges from the net asset value to calculate the unit value of
the corresponding investment account.
6
<PAGE>
(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 the amount of the premium tax paid from any premium payment.
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) Teachers Advisors, Inc. (Advisors), the investment adviser for each of
the TIAA-CREF Life Funds, has voluntarily agreed to waive a portion of
its management fees. Without these waivers, management fees would be
0.26% for the Growth Equity Fund, 0.24% for the Growth & Income Fund,
0.28% for the International Equity Fund, 0.30% for the Stock Index
Fund, and 0.19% for the Social Choice Equity Fund. This waiver is
contractual and will remain in effect until April 1, 2003.
(4) Advisors has agreed to reimburse the Growth Equity Fund, Growth &
Income Fund, and the Social Choice Equity Fund for those funds' other
expenses (i.e., other than management fees) that exceed, on an annual
basis, 0.06% of the fund's average daily net assets, and to reimburse
the International Equity Fund for that fund's other expenses that
exceed, on an annual basis, 0.10% of the fund's average daily net
assets. Without these reimbursements, other expenses, based on
estimated amounts for the current year, would be 0.20% for the Growth
Equity Fund, the Growth & Income Fund, and Social Choice Equity Fund,
and 0.25% for the International Equity Fund. This reimbursement
agreement is contractual and will remain in effect until April 1, 2003.
(5) Without waivers and expense reimbursements, total fund annual expenses
would be 0.46% for the Growth Equity Fund, 0.44% for the Growth &
Income Fund, 0.53% for the International Equity Fund, 0.30% for the
Stock Index Fund, and 0.39% for the Social Choice Equity Fund.
(6) If TIAA-CREF Life and Advisors imposed the full amount of the
administrative expense, mortality and expense risk and fund charges,
total annual separate account and fund expenses would be 1.66% for the
Growth Equity Fund, 1.64% for the Growth & Income Fund, 1.73% for the
International Equity Fund, 1.50% for the Stock Index Fund, and 1.59%
for the Social Choice Equity Fund.
We will provide at least three months' notice before we raise any of these
charges.
The next table gives an example of the expenses you'd incur on a hypothetical
investment of $1,000 in each of the investment accounts 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>
1 Year 3 Years
------ -------
<S> <C> <C>
Growth Equity Account $6 $18
Growth & Income Account $5 $17
International Equity Account $6 $19
Stock Index Account $4 $12
Social Choice Equity Account $5 $15
</TABLE>
7
<PAGE>
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 total of 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 among the investment options or make cash withdrawals from the
contract?
Currently, you can transfer funds among the variable investment account options
and from the variable investment accounts to the fixed account as often as you
like. (We may impose restrictions in the future, or take other steps to
discourage market timing). You can transfer from the fixed account to the
variable investment accounts no more than once every 180 days. All transfers
must be for at least $250 or your entire account balance. All cash withdrawals
must be for at least $1,000 or your entire account balance. For details, see
pages [14-15].
Cash withdrawals may be taxed and you may have to pay a tax penalty if you want
to make a cash withdrawal before age 59-1/2.
What are my options for receiving annuity payments under the contract?
Annuity payments currently are only available from the fixed account. Beginning
late in the year 2000, you also may choose to receive variable annuity payments
out of any of the variable investment accounts. 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
8
<PAGE>
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, which is greater. 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 State of New York 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, is a stock life insurance company, organized under the laws of the State
of New York. 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
the State of New York in 1952. Together, TIAA and CREF, serving approximately
___ million people, form the principal retirement system for the nation's
education and research communities and the largest retirement system in the
world, based on assets under management. As of December 31, 1999, TIAA's assets
were approximately $___ billion; the combined assets for TIAA and CREF totalled
approximately $___ billion (although neither TIAA nor CREF stands behind
TIAA-CREF Life's guarantees).
THE SEPARATE ACCOUNT
On July 27, 1998, TIAA-CREF Life established TIAA-CREF Life Separate Account
VA-1 as a separate investment account under New York law. 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
9
<PAGE>
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 can't charge the separate account with
liabilities incurred by any other TIAA-CREF Life separate account or other
business activity TIAA-CREF Life may undertake.
The separate account currently has five subaccounts, or investment accounts,
which invest in shares of the funds of the TIAA-CREF Life Funds. The TIAA-CREF
Life Funds are described briefly below.
TIAA-CREF LIFE FUNDS
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 the following five investment
portfolios but may add other portfolios in the future.
The Growth Equity Fund seeks a favorable long-term return, mainly through
capital appreciation, primarily from a diversified portfolio of common stocks
that present the opportunity for exceptional growth.
The Growth & Income Fund seeks a favorable long-term return through capital
appreciation and investment income, by investing in a broadly diversified
portfolio of common stocks selected for their investment potential.
The International Equity Fund seeks favorable long-term returns, mainly through
capital appreciation, by investing in a broadly diversified portfolio of
primarily foreign equity investments.
The Stock Index Fund seeks a favorable long-term rate of 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 Social Choice Equity Fund seeks a favorable long-term rate of return that
tracks the investment performance of the U.S. stock market while giving special
consideration to certain social criteria.
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.
10
<PAGE>
Investment Management
Teachers Advisors, Inc. (Advisors), an indirect subsidiary of TIAA, manages the
assets of the TIAA-CREF Life Funds. Advisors also manages the Stock Index
Account of the TIAA Separate Account VA-1, TIAA-CREF Mutual Funds, and TIAA-CREF
Institutional Mutual Funds. The same personnel also manages 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 funds of the
TIAA-CREF Life Funds offered through your contract. It therefore has the right
to vote its shares at any meeting of the TIAA-CREF Life Funds' shareholders. The
TIAA-CREF Life Funds doesn't plan to hold annual meetings of shareholders.
However, if and when shareholder meetings are held, we will give you the right
to instruct us how to vote the shares attributable to your contract. If we don't
receive timely instructions, your shares will be voted by TIAA-CREF Life in the
same proportion as the voting instructions received on all outstanding
contracts. TIAA-CREF Life may vote the shares of the funds in its own right in
some cases, if it determines that it may legally do so.
The number of fund shares attributable to you is determined by dividing your
interest in the applicable investment account by the net asset value of the
underlying 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, any
existing investment 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.
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, the District of
Columbia and the United States Virgin Islands, although currently the contract
will not be available to residents in those states where we haven't yet received
regulatory approval.
11
<PAGE>
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 530189
Atlanta, GA 30353-0189
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
Personal Annuity Premiums
P.O. Box 530195
Atlanta, GA 30353-0195
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, and allocated in the same way as your prior premiums,
unless you instruct otherwise. 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
12
<PAGE>
3. Specify on the wire:
o Your name, address and Social Security Number(s) or Taxpayer
Identification Number
o 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 variable investment accounts during the "free look" period can't exceed
$10,000 if you live in any of the following states:
<TABLE>
<CAPTION>
"Free Look"
Jurisdiction Period (days)
<S> <C>
Georgia.................................................................10
Idaho...................................................................20
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 variable investment accounts purchase
accumulation units. We calculate how many accumulation units to credit by
dividing the amount allocated to the particular variable investment 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 by TIAA-CREF Life. We calculate the unit value
at the close of each
13
<PAGE>
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 expense and risk charges.
The Fixed Account
This prospectus provides information mainly about the contract's variable
component. Following is a brief description of the fixed account.
You can allocate premiums to the fixed account or transfer from the variable
investment accounts 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 (i.e., the variable investment accounts) or
in any other TIAA-CREF Life separate 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 you
accumulate under your contract among the separate account's variable investment
accounts and from those accounts to the fixed account. Currently, we don't
charge you for transfers or limit the number of transfers you may make among the
variable investment accounts or from the fixed account to a variable investment
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 any of the variable investment accounts are limited to once every 180
days. TIAA-CREF Life may defer a transfer from the fixed account for up to six
months.
[siderbar]
Market Timing
There are contractowners who may try to profit from transferring money back and
forth among investment accounts in an effort to "time" the market. As money is
shifted in and out of these accounts, we incur transaction costs and the
underlying funds incur expenses for buying and selling securities. These costs
are borne by all contractowners, including long-term investors who do not
generate the costs. To discourage this market-timing activity, we
14
<PAGE>
could, among other things, limit a contractowner's ability to make transfers by
telephone, fax or over the Internet.
Cash Withdrawals
You can withdraw some or all of your accumulation in the variable investment
accounts. Cash withdrawals must be for at least $1,000 (or your entire
accumulation, if less). We reserve the right to cancel any contract where no
premiums have been paid to either the separate account or the fixed account for
three years and your total amount in the separate account and the fixed account
falls below $250. Currently, there's no charge for cash withdrawals.
If you withdraw your entire accumulation in the separate account and the fixed
account, we'll cancel your contract and all of our obligations to you under the
contract will end.
General Considerations for All Transfers and Cash Withdrawals
You can tell us how much you want to transfer or withdraw in dollars,
accumulation units, or as a percentage of your accumulation.
Transfers and cash withdrawals are effective at the end of the business day we
receive your request and any required information and documentation. Transfers
and cash withdrawals made at any time other than during a business day will be
effective at the close of the next business day. You can also defer the
effective date of a transfer or cash withdrawal to a future business day
acceptable to us. Transfers to the fixed account begin participating on the day
after the business day we receive your transfer request and any required
information and documentation.
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 can suspend or terminate your ability to transfer by telephone,
fax, or over the Internet at any time for any reason.
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 __.
15
<PAGE>
CHARGES
Separate Account Charges
We deduct charges each valuation day from the assets of each variable investment
account for various services required to administer the separate account and the
contracts and to cover certain insurance risks borne by TIAA-CREF Life. The
contract allows for total separate account charges (i.e., administrative expense
and mortality and expense risk charges) of 1.20 percent of net assets of each
variable investment account annually. TIAA-CREF Life has waived a portion of the
mortality and expense risk charges so that current separate account 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.
Administrative Expense Charge. This charge is for administration and operations,
such as allocating premiums and administering accumulations. The 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.
TIAA-CREF Life's mortality risks come from its obligations under the contract to
make annuity payments and to pay death benefits before the annuity starting
date. This assures that the amount of your annuity payments won't be affected by
how long you live or whether there is any collective change in life expectancy
by those receiving annuity payments. TIAA-CREF Life also bears a risk in
connection with its death benefit guarantee, since a death benefit may be more
than 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 expenses
for administering the contract and the separate account will be higher than the
amount recovered through the administrative expense deduction.
If the mortality and expense risk charge allowed under the contract isn't enough
to cover TIAA-CREF Life's costs, TIAA-CREF Life will absorb the deficit. On the
other hand, if the charge more than covers costs, TIAA-CREF Life will profit.
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 distributor of the variable
component of the contract.
Other Charges and Expenses
Fund Expenses. Certain deductions and expenses of the underlying funds are paid
out of the assets of the TIAA-CREF Life Funds. These expenses include charges
for investment advice, portfolio accounting, custody, and similar services
provided for the fund. Advisors is entitled to an annual fee based on a
percentage of the average daily net assets of each fund, under an investment
management agreement between Advisors and the TIAA-CREF Life Funds.
16
<PAGE>
Advisors has voluntarily agreed to waive a portion of the fees for each fund.
Advisors also has agreed to reimburse certain funds for those funds' other
expenses (i.e., other than management fees) that exceed a certain amount, on an
annual basis. These waivers and reimbursements are contractual and will remain
in effect until April 1, 2003. The fund fees with and without waivers and
expense reimbursements are as follows:
<TABLE>
<CAPTION>
Current Fund Expenses Fund Expenses
(with waiver (without waiver
and reimbursement) and reimbursement)
------------------ ------------------
<S> <C> <C>
Growth Equity Fund 0.25% 0.46%
Growth & Income Fund 0.23% 0.44%
International Equity Fund 0.29% 0.53%
Stock Index Fund 0.07% 0.30%
Social Choice Equity Fund 0.18% 0.39%.
</TABLE>
For more on underlying fund deductions and expenses, read the TIAA-CREF Life
Funds prospectus.
No Deductions from Premiums. The contract provides for no front-end charges.
Premium Taxes. Currently, residents of several states may be subject to premium
taxes on their contract. We normally will deduct any charges for premium taxes
from your 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 then. State premium taxes currently range from 1.00 percent to 3.50
percent of premium payments.
17
<PAGE>
THE CONTRACT -- THE ANNUITY PERIOD
You can apply your contract accumulations to provide you with annuity payments.
All annuity payments currently are paid from the fixed account. Beginning late
in the year 2000, you also may choose to receive variable annuity payments paid
out of any of the variable investment accounts. Annuity payments will be based,
among other things, on the amount of your accumulation, your choice of income
option, and your choice among the fixed and variable payout options (when
variable options are available). In the case of variable payments, your payments
will also be based on the investment returns of the fund(s) underlying the
variable investment account(s) you choose and the income change method you
choose. Annuity payments will usually be paid once a month. If your annuity
payments would be less than $100 a month, we may make annuity payments less
frequently than that. The total value of annuity payments made to you may be
more or less than the total premiums you paid under the contract.
When Annuity Payments Begin
Generally you pick the date when you want annuity payments to begin when you
first apply for a contract. The date you choose can't be later than the
annuitant's 90th birthday. You can choose or change this annuity starting date
at any time before annuity payments begin. In any case, the annuity starting
date will be the first day of a month and can't be earlier than fourteen months
after the day your contract is issued.
For payments to begin on the annuity starting date you chose, 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 annuitant's 90th birthday. If you haven't
picked an income option by then 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.
Technically all benefits are payable at TIAA-CREF Life's home office, but if you
instruct us, 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 changes, it's your responsibility
to let us know. We can send payments to your residence or most banks abroad.
Payment from the Fixed Account
Your payments from the fixed account 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. Currently, we automatically transfer your
accumulations in the variable investment accounts to the fixed account on that
day. At the annuity starting date, the dollar amount of each annuity payment
resulting from your accumulations is fixed, based upon:
18
<PAGE>
o the amount of your fixed account accumulation
o the annuity option you choose
o the ages of the annuitant and any annuity partner, and
o the annuity rates specified in your contract's rate schedule.
Payments are not variable -- they won't change based on the investment
experience of any variable investment account.
Payment from the Variable Investment Accounts
Beginning late in the year 2000, we plan on giving you the option of receiving
annuity payments out of the variable investment accounts as well. Your initial
income payments will be based on:
o the value of your accumulation in an investment account on the last
valuation day before the annuity starting date
o the annuity option you choose
o the ages of the annuitant and any annuity partner, and
o an assumed annual investment return of 4% and mortality basis set
forth in the contract's rate schedule
Your payments will change after the initial payment based on the investment
experience of the funds underlying the variable investment accounts relative to
the 4% assumed annual investment return, and the income change method you
choose. In general, your payments will increase if the performance of the
variable investment account (net of expenses) is greater than 4% and decrease if
the value is less than 4%.
You may choose either an annual or monthly income change method for your
variable annuity payments. Under the annual income change method, payments from
the variable investment accounts will change each May 1, based on the net
investment results of the funds underlying the investment account during the
prior year (April 1 through March 31). Under the monthly income change method,
payments from the variable investment accounts will change every month, based on
the net investment results during the previous month. The amount of your next
payment will be determined on the 20th day of each month (or, if the 20th is not
a business day, the prior business day).
For a full discussion of how we determine the amount of variable annuity
payments, see the SAI.
Income Options
You have a number of different annuity options. The current options are:
o 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.
19
<PAGE>
o 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.
o 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.
Transfers During the Annuity Period
When we introduce variable payment options, once each calendar quarter you will
be able to transfer all or part of the future annuity income payable from any
investment account to another investment account or to the fixed account. Once a
calendar year, you will also be able to transfer income payable from the fixed
account to any of the variable investment accounts (provided they are equity
accounts), either in a lump sum limited to 20% of annuity income in any year, or
in installment payments over a five year period. Once income has been
transferred, subsequent transfers may be made only among those variable
investment accounts, but not back to the fixed account.
We'll process your transfer on the business day we receive your request. You can
also choose to have a transfer take effect at the close of any future business
day, or the last calendar day of the current or any future month, even if it's
not a business day. Transfers under the annual income payment method will affect
your annuity payments beginning on the May 1 following the March 31 which is on
or after the effective date of the transfer. Transfers under the monthly income
payment method and all transfers into the fixed account will affect your annuity
payments beginning with the first payment due after the monthly payment
valuation day that is on or after the transfer date. You can switch between the
annual and monthly income change methods, and the switch will go into effect on
the following March 31.
For more, see the SAI.
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.
20
<PAGE>
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 currently are paid only out of the fixed account. Your
accumulation will continue participating in the investment experience of the
separate account's investment accounts until we authorize payment of the fixed
account death benefit. We will transfer your separate account accumulation to
the fixed account as of the date we authorize payment of the death benefit.
Beginning late in the year 2000, death benefits may also be paid out of the
variable investment accounts. At that time, if you or your beneficiary choose a
variable method of payment, your separate account accumulations will not
automatically be transferred to the fixed account.
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 variable investment accounts
and fixed accounts on the day we authorize payment of the death
benefit, or
(2) the total premiums paid under your contract minus any cash
withdrawals (or any surrender charges on cash withdrawals.
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.
21
<PAGE>
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:
o 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.
o 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. The guaranteed period
can't exceed the life expectancy of your beneficiary.
o Fixed-Period Annuities. Payable over two to thirty years, as
determined by you or your beneficiary. The payment period can't exceed
the life expectancy of your beneficiary.
Single-sum payments must be made within five years of your death. Other methods
of payment must begin within one year of your death.
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.
The amount of your death benefit payments under a One-Life Annuity or Fixed
Period Annuity method is determined in the same way as annuity income payments.
TIMING OF PAYMENTS
Usually we'll make the following kinds of payments from the variable investment
accounts within seven calendar days after we've received the information we need
to process a request:
22
<PAGE>
1. Cash withdrawals;
2. Transfers to another variable investment account, the fixed account
or another company; 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). Since transfers among
investment accounts under the contract aren't considered distributions, they
won't be taxed. Assigning, pledging, or agreeing to assign or pledge any part of
the accumulation usually will be considered a distribution. Withdrawals of
accumulated investment earnings are taxable as ordinary income. Generally under
the IRC, withdrawals are first allocated to investment earnings.
The owner of any annuity contract who is not a natural person (such as a trust)
generally must include in income any increases in the value of the contract
during the taxable year.
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.
23
<PAGE>
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, part of each annuity income payment is treated as
recovery of your investment in the contract, and can be excluded from your
income. 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 lives (or joint life expectancies) of you and your
beneficiary.
Possible Tax Changes. Legislation is proposed from time to time that would
change the taxation of annuity contracts. It is possible that such legislation
could be enacted and that it could be retroactive (that is, effective prior to
the date of the change). You should consult a tax adviser regarding legislative
developments and their effect on the contract.
Transfers, Assignments or Exchanges of a Contract
Transferring contract ownership, designating an annuitant, payee or other
beneficiary who is not also the owner, or exchanging a contract can have other
tax consequences that we don't discuss here. If you're thinking about any of
those transactions, contact a tax advisor.
24
<PAGE>
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 issued 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
Presented below is condensed financial information for the separate account's
stock index investment account. Since the other investment accounts have limited
operating history, we have not included condensed financial information here for
them, although financial statements for those accounts are in the SAI, which is
available free upon request.
The following condensed financial information is derived from the separate
account financial statements audited by Ernst & Young LLP, independent auditors,
for the year ended December 31, 1999. The data should be read in conjunction
with the financial statements and other financial information for the stock
index account included in the SAI. It is available without charge upon request.
25
<PAGE>
[condensed financial information to be filed by amendment]
Performance Information
We may advertise the total return and average annual total return of the
separate account. "Total return" means the cumulative percentage increase or
decrease in the value of an investment over standard one-, five-, and ten-year
periods (and occasionally other periods as well).
"Average annual total return" means the annually compounded rate that would
result in the same cumulative total return over the stated period.
All performance figures are based on past investment results. They aren't a
guarantee that the separate account will perform equally or similarly in the
future. Write or call us for current performance figures for the separate
account's investment accounts.
GENERAL MATTERS
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 among the variable investment accounts and the fixed
account, and/or allocate future premiums to the variable investment accounts 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.
We can suspend or terminate your ability to transact by telephone, fax, or over
the Internet at any time for any reason.
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 or the post office box specifically designated for the
purpose. You can ask questions by calling toll-free 800 223-1200.
26
<PAGE>
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 begin
mailing only one copy of the 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.
DISTRIBUTING THE CONTRACTS
The contracts are offered continuously by Teachers Personal Investors Services,
Inc. (TPIS) and, in some instances, TIAA-CREF Individual & Institutional
Services, Inc. (Services), subsidiaries of TIAA which are both registered with
the SEC as broker-dealers and are members of the NASD. TPIS may be considered
the "principal underwriter" for interests in the contract. Anyone distributing
the contract must be a registered representative of either TPIS or Services,
whose main offices are both at 730 Third Avenue, New York, New York 10017-3206.
No commissions are paid in connection with the distribution of the contracts.
LEGAL PROCEEDINGS
Neither the separate account, TIAA-CREF Life, TPIS, Services nor Advisors is
involved in any legal action that we consider material to the separate account.
27
<PAGE>
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
VARIABLE ANNUITY PAYMENTS..........................................................................................
TAX STATUS OF THE CONTRACT.........................................................................................
PERFORMANCE INFORMATION............................................................................................
STATEMENTS AND REPORTS.............................................................................................
GENERAL MATTERS....................................................................................................
STATE REGULATION...................................................................................................
LEGAL MATTERS......................................................................................................
EXPERTS............................................................................................................
ADDITIONAL CONSIDERATIONS..........................................................................................
ADDITIONAL INFORMATION.............................................................................................
FINANCIAL STATEMENTS...............................................................................................
</TABLE>
28
<PAGE>
Personal Annuity Select
Individual Deferred Variable Annuity Contract
Funded Through
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
And
TIAA-CREF LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
April 1, 2000
This Statement of Additional Information is not a prospectus and should be read
in connection with the current prospectus dated April 1, 2000 (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.
[TIAA
CREF
Logo]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Page
<S> <C>
VARIABLE ANNUITY PAYMENTS..........................................................................................
TAX STATUS OF THE CONTRACT.........................................................................................
PERFORMANCE INFORMATION............................................................................................
STATEMENTS AND REPORTS.............................................................................................
GENERAL MATTERS....................................................................................................
STATE REGULATION...................................................................................................
LEGAL MATTERS......................................................................................................
EXPERTS............................................................................................................
ADDITIONAL CONSIDERATIONS..........................................................................................
ADDITIONAL INFORMATION.............................................................................................
FINANCIAL STATEMENTS...............................................................................................
</TABLE>
B-2
<PAGE>
VARIABLE ANNUITY PAYMENTS
The amount of variable annuity payments we pay will depend upon the
number and value of your annuity units in a particular investment account. The
number of annuity units is first determined on the day before the annuity
payments begin. The amount of the annuity payments will change according to the
income change method chosen.
Number of Annuity Units Payable. When a contractowner or beneficiary
starts receiving variable annuity payments, the number of annuity units payable
from each investment account under an income change method will be determined by
dividing the value of the account accumulation to be applied to provide the
annuity payments by the product of the annuity unit value for that income change
method and an annuity factor. The annuity factor as of the annuity starting date
is the value of an annuity in the amount of $1.00 per month beginning on the
first day such annuity units are payable, and continuing for as long as such
annuity units are payable.
The annuity factor will reflect interest assumed at the effective
annual rate of 4 percent, and the mortality assumptions for the person(s) on
whose life (lives) the annuity payments will be based. Mortality assumptions
will be based on the settlement mortality schedules set forth in the contract.
Annuitants bear no mortality risk under their contracts -- actual mortality
experience will not reduce annuity payments after they have started. TIAA-CREF
Life may change the mortality assumptions used to determine the number of
annuity units payable for any future accumulations converted to provide annuity
payments.
The number of annuity units payable under an income change method under
your contract will be reduced by the number of annuity units you transfer out of
that income change method under your contract. The number of annuity units
payable will be increased by any internal transfers you make to that income
change method under your contract.
Calculating Annuity Unit Values. The annuity unit value for each
investment account is calculated separately for each income change method for
each business day and for the last calendar day of each month. The annuity unit
value for each income change method is determined by updating the annuity unit
value from the previous valuation day to reflect the net investment performance
of the Account for the current valuation period relative to the 4 percent
assumed investment return. In general, your payments will increase if the
performance of the Account is greater than 4 percent and decrease if the value
is less than 4 percent. The value is further adjusted to take into account any
changes expected to occur in the future at revaluation either once a year or
once a month, assuming the investment account will earn the 4 percent assumed
investment return in the future.
B-3
<PAGE>
For participants under the annual income change method, the value of
the annuity unit for payments remains level until the following May l. For those
who have already begun receiving annuity income as of March 31, the value of the
annuity unit for payments due on and after the next succeeding May 1 is equal to
the annuity unit value determined as of such March 31.
For participants under the monthly income change method, the value of
the annuity unit for payments changes on the payment valuation day of each month
for the payment due on the first of the following month.
TIAA-CREF Life reserves the right to modify the manner in which the
number and/or value of annuity units is calculated in the future.
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.
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
B-4
<PAGE>
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.
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 nth degree] = EV
where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years in the period
EV = ending value of the hypothetical investment at the end of
the 1, 5, or 10 year period.
To derive the total return quotations from this formula, the percentage net
change in the value of the $1,000 investment from the beginning of the period to
the end of such period ("cumulative total return") is determined. Cumulative
total returns simply reflect the change in value of an investment over a stated
period. Since the accumulation unit value is a "total return" unit value that
reflects the investment experience of the particular investment account of the
separate account and all expense deductions made against the assets of the
separate account, the ending value, or EV, of the $1,000 hypothetical investment
is determined by applying the percentage change in the accumulation unit value
over the period to the hypothetical initial payment of $1,000 less the current
deductions from premiums (0%). We then solve the equation for T to derive the
average annual compounded rate of return for the separate account over the span
of the period, and the resulting "total return" quotation is carried out to the
nearest hundredth of one percent.
Total Returns
Set forth below is the calculation of the Stock Index investment
account's performance, which reflects all expense deductions from account
assets, applied to a hypothetical investment of
B-5
<PAGE>
$1,000 in that account. Because they are new, we have not included the returns
of the other investment accounts.
<TABLE>
<CAPTION>
Period Cumulative Total Return
<S> <C>
Since inception ______%
(January 4, 1999 to
December 31, 1999)
</TABLE>
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: Such comparisons may be made with, but are not limited to (1) the
S&P 500, (2) the Dow Jones Industrial Average ("DJIA"), (3) Lipper Analytical
Services, Inc. Mutual Fund Performance Analysis Reports and the Lipper General
Equity Funds Average, (4) Money Magazine Fund Watch, (5) Business Week's Mutual
Fund Scoreboard, (6) SEI Funds Evaluation Services Equity Fund Report, (7) CDA
Mutual Funds Performance Review and CDA Growth Mutual Fund Performance Index,
(8) Value Line Composite Average (geometric), (9) Wilshire Associates indices,
(10) Frank Russell Co. Inc. indices, (11) the Consumer Price Index, published by
the U.S. Bureau of Labor Statistics (measurement of inflation), (12)
Morningstar, Inc., and (13) the Global Market indices created by Morgan Stanley,
Inc., including the Europe, Australasia, Far East (EAFE) Index, the EAFE+Canada
Index and the International Perspective Index. 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 variable investment accounts also may be compared to
other indices or averages that measure performance of other variable contracts,
or other pertinent groups 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
B-6
<PAGE>
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 or among the
variable investment accounts. 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.
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 variable
investment accounts credited to the contractowner during the quarter
and in total;
(3) cash withdrawals from the variable investment accounts during the
quarter; and
(4) any transfers between the separate account's variable investment
accounts 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.
B-7
<PAGE>
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.
STATE REGULATION
TIAA-CREF Life and the separate account are subject to regulation by the State
of New York 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 State of New York 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.
B-8
<PAGE>
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 investment accounts offered under the Personal Annuity Select contract are
suited for people who are seeking growth and are able to make long-term
investments. Although past performance is no guarantee of future results, in the
past stocks have outperformed many 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 investment accounts offered under
the Personal Annuity Select contract 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 objectives of the
funds 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
B-9
<PAGE>
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.
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.
B-10
<PAGE>
FINANCIAL STATEMENTS
Audited financial statements of the separate account and TIAA-CREF Life follow.
[TO BE FILED BY AMENDMENT].
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.
B-11
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
<S> <C>
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
Audited Financial Statements
December 31, 1999:
Report of Management Responsibility............................................................B-
Report of Independent Auditors.................................................................B-
Statement of Assets and Liabilities............................................................B-
Statement of Operations........................................................................B-
Statement of Changes in Net Assets.............................................................B-
Notes to Financial Statements..................................................................B-
TIAA-CREF LIFE INSURANCE COMPANY
(formerly, TIAA Life Insurance Company)
Audited Statutory-Basis Financial Statements
December 31, 1999, 1998 and 1997:
Report of Management Responsibility............................................................B-
Report of Independent Auditors.................................................................B-
Balance Sheets.................................................................................B-
Statements of Operations.......................................................................B-
Statement of Changes in Capital and Surplus....................................................B-
Statements of Cash Flows.......................................................................B-
Notes to Statutory-Basis Financial Statements..................................................B-
</TABLE>
B-12
<PAGE>
Part C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Part A: None
Part B: Includes the following financial statements of the Separate
Account and TIAA-CREF Life Insurance Company:
<TABLE>
<S> <C>
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
Audited Financial Statements
December 31, 1999:
Report of Management Responsibility..............................................
Report of Independent Auditors...................................................
Statement of Assets and Liabilities..............................................
Statement of Operations..........................................................
Statement of Changes in Net Assets...............................................
Notes to Financial Statements....................................................
TIAA-CREF LIFE INSURANCE COMPANY
(formerly, TIAA Life Insurance Company)
Audited Statutory-Basis Financial Statements
December 31, 1999, 1998 and 1997:
Report of Management Responsibility..............................................
Report of Independent Auditors...................................................
Balance Sheets...................................................................
Statements of Operations.........................................................
Statement of Changes in Capital and Surplus......................................
Statements of Cash Flows.........................................................
Notes to Statutory-Basis Financial Statements....................................
</TABLE>
(b) Exhibits
(1) Resolutions of the Board of Directors of TIAA-CREF
Life establishing the Registrant (1)/
(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) (2)/
(B) Selling Agreement between TPIS and TIAA-CREF
Individual and Institutional Services, Inc.
and Amendment thereto (1)/
(4) Form of Personal Annuity Select Contract*
(5) Form of Application for Personal Annuity Select
Contract*
(6) (A) Charter of TIAA-CREF Life (2)/
(B) Bylaws of TIAA-CREF Life (2)/
(7) None
(8) Participation/Distribution Agreement with TIAA-CREF
Life Funds *
C-1
<PAGE>
(9) Consent of Charles H. Stamm, Esquire *
(10) (A) Consent of Sutherland Asbill & Brennan LLP *
(B) Consent of Ernst & Young LLP*
(11) None
(12) Seed money memorandum*
(13) Schedule of Computation of Performance Information (2)/
(14) Financial Data Schedule - not required
- --------------
* To be filed by amendment
1 Previously filed as part of the initial filing of this Registration
Statement on August 18, 1998.
2 Previously filed as part of the Pre-Effective Amendments Nos. 1 and 2
to this Registration Statement, on December 7, 1998 and December 22,
1998, respectively.
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
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices
Name and Principal Business Address with the Depositor
- ----------------------------------- ---------------------
<S> <C>
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
Larry Rubin Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
John A. Somers Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Charles H. Stamm Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Thomas G. Walsh President and Director
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
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices
Name and Principal Business Address with the Depositor
- ----------------------------------- ---------------------
<S> <C>
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. 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
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 North Carolina One, Inc.
JWL Properties, Inc.
Liberty Place Retail, Inc.
Macallister Holdings, Inc.
Minnesota Teachers Realty Corp.
MN Properties, Inc.
M.O.A. Enterprises, Inc.
ND Properties, Inc.
OWP Hawaii, LLC
Savannah Teachers Properties, Inc.
T114 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.
Teachers Personal Investors Services, Inc.
Teachers Properties, Inc.
Teachers REA, LLC
Teachers REA II, Inc.
Teachers REA II, LLC
Teachers REA III, LLC
Teachers Realty Corporation
TEO-NP, LLC
C-4
<PAGE>
Tethys Slu, Inc.
TIAA Realty, Inc.
TIAA Timberlands I, LLC
TIAA-CREF Enterprises, Inc.
TIAA-CREF Individual & Institutional
Services, Inc.
TIAA-CREF Investment Management, LLC
TIAA-CREF Life Insurance Company
TIAA-CREF Tuition Financing, Inc.
TIAA-CREF Trust Company, FSB
TIAA-Fund Equities, Inc.
TPI Housing, Inc.
Washington Teachers Properties II, Inc.
WRC Properties, Inc.
730 Properties, Inc.
730 Cal Hotel Properties I, Inc.
730 Cal Hotel Properties II, Inc.
730 Penn. Hotel Properties I, Inc.
485 Properties, LLC
Subsidiaries of Teachers Properties, Inc.:
Rouse-Teachers Holding Company
Rouse-Teachers Land Holdings, Inc.
1) All subsidiaries are Delaware corporations except as follows:
A) Pennsylvania non-stock, non-profit corporations:
Liberty Place Retail, Inc.
Teachers Pennsylvania Realty, Inc.
Teachers Realty Corporation
B) Minnesota Teachers Realty Corporation is a Minnesota
corporation.
C) College Credit Trust, a New York Trust
D) TIAA-CREF Life Insurance Company is a New York Corporation
E) TIAA-CREF Trust Company, FSB is a Federal Savings Bank
2) All subsidiaries are 100% owned directly by TIAA, except as follows:
A) TIAA-CREF Enterprises, Inc. owns 100% of the stock of Teachers
Advisors, Inc., Teachers Personal Investors Services, Inc.,
TIAA-CREF Life Insurance Company, TIAA-CREF Tuition Financing,
Inc. and TCT Holdings, 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) TPI Housing, Inc. is 100% owned by Teachers Properties, Inc.
E) 730 Properties, Inc. owns 100% of the stock of 730 Cal Hotel
Properties I, Inc., 730 Cal Hotel Properties II, Inc. and 730
Penn. Hotel Properties I, Inc.
Item 27. Number of Contractowners
As of December 31, 1999, there were ____ owners of contracts of the
class presently offered by this Registration Statement.
Item 28. Indemnification
C-5
<PAGE>
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 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, TIAA-CREF Mutual Funds, and TIAA-CREF Institutional 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.
C-6
<PAGE>
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.
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.
C-7
<PAGE>
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 day of , 2000.
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 1/14/00
- ----------------------------- Executive Officer) and
Thomas G. Walsh Director
/s/ Richard L. Gibbs Executive Vice President 1/14/00
- ----------------------------- and Chief Financial Officer
Richard L. Gibbs (Principal Financial and
Accounting Officer) and
Director
</TABLE>
C-8
<PAGE>
<TABLE>
<CAPTION>
Signature of Director Date Signature of Director Date
- --------------------- ---- --------------------- ----
<S> <C> <C> <C>
/s/ Scott C. Evans 1/14/00 /s/ John J. McCormack 1/14/00
- ------------------------------------- -------------------------------------
Scott C. Evans John J. McCormack
/s/ Dennis D. Foley 1/14/00 /s/ John A. Putney, Jr. 1/14/00
- ------------------------------------- -------------------------------------
Dennis D. Foley John A. Putney, Jr.
/s/ Richard L. Gibbs 1/14/00 /s/ Larry Rubin 1/14/00
- ------------------------------------- -------------------------------------
Richard L. Gibbs Larry Rubin
/s/ Don W. Harrell 1/14/00 /s/ John A. Somers 1/14/00
- ------------------------------------- -------------------------------------
Don W. Harrell John A. Somers
/s/ Larry D. Hershberger 1/14/00 /s/ Chares H. Stamm 1/14/00
- ------------------------------------- -------------------------------------
Larry D. Hershberger Charles H. Stamm
/s/ Matina S. Horner 1/14/00 /s/ Thomas G. Walsh 1/14/00
- ------------------------------------- -------------------------------------
Matina S. Horner Thomas G. Walsh
/s/ Martin L. Leibowitz 1/14/00
- -------------------------------------
Martin L. Leibowitz
</TABLE>
C-9
