As filed with the Securities and Exchange Commission
on March 5, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIAA REAL ESTATE ACCOUNT
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
(Not applicable)
(Primary Standard Industrial Classification Code Number)
(Not applicable)
(I.R.S. Employer Identification No.)
c/o Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
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(Address including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Peter C. Clapman, Esquire
Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Paul J. Mason, Esquire
Sutherland, Asbill & Brennan, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
registration statement.
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement
for the same offering: [ ] _______
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same
offering: [ ] _______
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: [ ]
Pursuant to Rule 429 under the Securities Act, the prospectus contained herein
also relates to and constitutes a post-effective amendment to Securities Act
registration statements 33-92990 and 333-13477.
<PAGE>
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Title of each Amount Proposed Proposed maximum Amount of
class of to be maximum aggregate registration
securities to registered offering offering price fee
be registered price
per unit
- --------------------------------------------------------------------------------
Accumulation * * $5,000,000,000** $1,515,151.52**
units in the
TIAA REAL
ESTATE ACCOUNT
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* The securities are not issued in predetermined amounts or units, and the
maximum aggregate offering price is estimated solely for purposes of determining
the registration fee pursuant to Rule 457(o) under the Securities Act.
** The difference between the aggregate of $300,000,000 and $1,000,000,000 of
securities registered on Securities Act registration statement Nos. 33-92990
and 333-13477 (for which registration fees of $103,448.28 and $303,030.31,
respectively, were paid therewith) and the dollar amount of securities sold
thereunder is being carried forward on this registration statement pursuant to
Rule 429 under the Securities Act.
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The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Showing Location of Information Required by Form S-1
in Part I (Prospectus) of the Registration Statement
Item of Form S-1 Caption or Location in Prospectus
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1. Forepart of the Outside Front Cover Page
Registration Statement
and Outside Front Cover
Page of Prospectus
2. Inside Front Cover and Inside Front and Outside Back
Outside Back Cover Pages Cover Page
of Prospectus
3. Summary Information, Risk Summary; The Real Estate Account
Factors and Ratio of and TIAA; Risk Factors
Earnings to Fixed Charges
4. Use of Proceeds (Not Applicable)
5. Determination of Offering (Not Applicable)
Price
6. Dilution (Not Applicable)
7. Selling Security Holders (Not Applicable)
8. Plan of Distribution Distribution of the Contracts
9. Description of Securities Summary; The Annuity Contracts;
to Be Registered Annuity Payments
10. Interests of Named (Not Applicable)
Experts and Counsel
11. Information with Respec Summary; The Real Estate Account
to the Registrant and TIAA; Investment Practices of
the Account; General Investment and
Operating Policies; Description of
Properties; Risk Factors; Role of
TIAA; Conflicts of Interest;
Management's Discussion and Analysis
of Financial Condition and Results of
Operations; Valuation of Assets;
Management and Investment Advisory
Arrangements; Federal Income Taxes;
State Regulation; Legal Matters;
Experts; Legal Proceedings; Financial
Statements
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<PAGE>
Item of Form S-1 Caption or Location in Prospectus
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12. Disclosure of Commission (Not Applicable)
Position on
Indemnification for
Securities Act
Liabilities
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<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
<PAGE>
PROSPECTUS
----------
TIAA REAL ESTATE ACCOUNT
A Variable Annuity Offered Through
Individual, Group and Tax-Deferred
Annuity Contracts
Issued By
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
This prospectus tells you about the TIAA Real Estate Account (the
"Real Estate Account" or the "Account"), a variable annuity investment option
being offered through individual, group and tax-deferred annuity contracts
issued by Teachers Insurance and Annuity Association of America ("TIAA"). Read
it carefully before investing and keep it for future reference.
The Real Estate Account is a segregated investment account of
TIAA that provides variable individual and group annuities for retirement and
tax-deferred savings plans at tax-exempt or publicly supported colleges,
universities, and other educational and research institutions. The Account's
main purpose is to accumulate, invest, and then disburse funds for your
retirement, in the form of lifetime income or other payment options, by
investing mainly in real estate and real estate- related investments.
The contracts also offer a traditional (guaranteed) annuity
option through TIAA's general account.
<PAGE>
As with all variable annuities, your accumulation and retirement
income from the Account can increase or decrease, depending on how well the
underlying investments do over time. TIAA does not guarantee the investment
performance of the Account, and you bear the entire investment risk.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 1997
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<PAGE>
TABLE OF CONTENTS
Page
----
DEFINITIONS......................................................... 5
SUMMARY ............................................................ 8
THE REAL ESTATE ACCOUNT AND TIAA.................................... 12
INVESTMENT PRACTICES OF THE ACCOUNT................................. 13
GENERAL INVESTMENT AND OPERATING POLICIES........................... 19
DESCRIPTION OF PROPERTIES........................................... 20
RISK FACTORS........................................................ 21
ROLE OF TIAA........................................................ 27
CONFLICTS OF INTEREST............................................... 30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................... 31
VALUATION OF ASSETS................................................. 35
MANAGEMENT AND INVESTMENT ADVISORY ARRANGEMENTS..................... 39
EXPENSE DEDUCTIONS.................................................. 40
THE ANNUITY CONTRACTS............................................... 41
ANNUITY PAYMENTS.................................................... 58
FEDERAL INCOME TAXES................................................ 62
GENERAL MATTERS..................................................... 66
DISTRIBUTION OF THE CONTRACTS....................................... 68
PERIODIC REPORTS.................................................... 68
STATE REGULATION.................................................... 69
LEGAL MATTERS....................................................... 69
EXPERTS ............................................................ 69
LEGAL PROCEEDINGS................................................... 69
ADDITIONAL INFORMATION.............................................. 69
FINANCIAL STATEMENTS................................................ 70
INDEX TO FINANCIAL STATEMENTS...................................... F-1
APPENDIX A--DESCRIPTION OF PROPERTIES.............................. A-1
APPENDIX B--MANAGEMENT OF TIAA..................................... B-1
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<PAGE>
The Account is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("SEC"). All
reports and information filed on behalf of the Account can be inspected and
copied at the Public Reference Section of the Securities and Exchange
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
certain of its regional offices: 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York 10048.
This information can also be obtained through the SEC's Web site on the Internet
(http://www.sec.gov), as part of the SEC's Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) system.
Reports to Participants. TIAA will mail to each participant in
the Real Estate Account periodic reports relating to accumulations in the
Account, and such other information as may be required by applicable law or
regulation.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
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<PAGE>
DEFINITIONS
Throughout the prospectus, "TIAA," "we," and "our" refer to
Teachers Insurance and Annuity Association of America. "You" and "your" mean any
participant or any prospective participant.
Account - The TIAA Real Estate Account, a separate account of
TIAA.
Accumulation - The total value of your accumulation units in the
Real Estate Account.
Accumulation Fund - The assets of the Real Estate Account not
dedicated to current retirement benefits or other liabilities.
Accumulation Period - The period that begins with your first
premium and continues until the entire accumulation has been applied to purchase
annuity income, transferred from the Account, or paid to you or a beneficiary.
Accumulation Unit - A share of participation in the Real Estate
Account for someone in the accumulation period.
Annuity Fund - The assets in the Account that fund current
retirement benefits. We plan to offer (in late 1997, subject to regulatory
approval) an additional payment method under which annuity income will be
revalued each month. To provide this method, a separate annuity fund will be
created in the Real Estate Account, the Monthly Revalued Annuity Fund, to fund
the monthly revalued retirement benefits. At that time, the existing Annuity
Fund will become the Annually Revalued Annuity Fund. The Annually Revalued
Annuity Fund will fund the annually revalued retirement benefits, which is the
payment method available to annuitants as of the effective date of this
prospectus.
Annuity Partner - Anyone you name under a survivor income option
to receive lifetime annuity income if you die. Your annuity partner can be your
spouse, child, or anyone else eligible under current TIAA practices, subject to
any limitations under the IRC and ERISA.
Annuity Payments - Payments under any income option or method of
payment.
Annuity Unit - A measure used to calculate the amount of annuity
payments due a participant.
Beneficiary - Any person or institution named to receive
benefits if you die during the accumulation period or if
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<PAGE>
you (and your annuity partner, if you have one) die before any guaranteed period
of your income-paying annuity ends. You don't have to name the same beneficiary
for each 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.
Cash Withdrawal - Taking some or all of an accumulation as a
single payment.
Commuted Value - The present value of annuity payments due under
an income option or method of payment not based on life contingencies. Present
value is calculated using the then-current value of the annuity unit, adjusted
for investment gains or losses since the annuity unit value was last calculated.
Contract - The document that sets forth the terms of your Real
Estate Account annuity. There are separate contracts for the accumulation period
and for the income-paying period for each annuity.
CREF - The College Retirement Equities Fund, TIAA's companion
organization.
Eligible Institution - A private or public institution in the
United States that is non-proprietary and non-profit. Private institutions have
to be ruled tax-exempt under IRC section 501(c)(3) or earlier versions of the
section and cannot be private foundations. The main purpose of any eligible
institution must be to offer instruction, conduct research, serve and support
education or research, or perform ancillary functions for such institutions.
Employer - An eligible institution that maintains an employee
retirement or tax-deferred annuity plan.
ERISA - The Employee Retirement Income Security Act of 1974, as
amended.
General Account - All of TIAA's assets other than those allocated
to the Real Estate Account or to other existing or future TIAA separate
accounts.
Income Option - Any of the ways you can receive Real Estate
Account retirement income.
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<PAGE>
Independent Fiduciary - The firm appointed by TIAA to provide
independent fiduciary services to the Real Estate Account and which will be
responsible for reviewing, approving, and/or monitoring certain aspects of the
Account's operations.
Internal Revenue Code or IRC - The Internal Revenue Code of 1986,
as amended.
Method of Payment - Any type of Real Estate Account death benefit
available to a beneficiary.
Participant - Any person who owns a Real Estate Account contract.
Under certain arrangements, an employer can be the owner of the contract.
Plan - An employer's retirement, profit sharing, or tax-deferred
annuity program.
Premium - The amount you or your employer sends to the Real
Estate Account to purchase retirement benefits.
Survivor Annuity Option - An income option that continues
lifetime annuity payments to your annuity partner after you die.
TIAA - Teachers Insurance and Annuity Association of
America.
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 Account are
principally traded. Valuation days that aren't business days will end at 4 p.m.
eastern time.
Valuation Period - The time from the end of one valuation day to
the end of the next.
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<PAGE>
SUMMARY
-------
The following summary of prospectus information should be read
together with the detailed information contained elsewhere in this prospectus.
The TIAA Real Estate Account
- ----------------------------
This prospectus describes the TIAA Real Estate Account, a
separate investment account of TIAA. Its investment objective is a favorable
rate of return over the long term, primarily through rental income and capital
appreciation from real estate investments owned by the Account. The majority of
the Account's real estate investments will be ownership interests in
income-producing office, industrial, retail, and multi-family residential
properties. The Account can make other real estate- related investments,
including mortgage loans and purchasing shares of real estate investment trusts
and other entities engaged primarily in real estate-related activities. The
Account will also invest in publicly-traded securities and other instruments to
maintain liquidity to make distributions and cover capital expenditures and
expenses. TIAA will provide additional liquidity to the Account as needed,
according to its arrangement with the U.S. Department of Labor, as described on
page 28. As with any variable account, we cannot assure you that the investment
objective will be met. One factor critical to achieving the objective is whether
we can find enough suitable investments for the Account at any particular time.
TIAA, a nonprofit New York insurance company, manages the
investment and reinvestment of the Real Estate Account's assets. For these
services, TIAA receives fees from the assets of the Account. You don't have the
right to vote on the management and operation of the Account. For more
information, see "Management and Investment Advisory Arrangements," page 39.
Because the Account does not fall within the definition of
"investment company" under the Investment Company Act of 1940, as amended (the
"1940 Act"), it is neither registered as an investment company nor subject to
regulation under the 1940 Act.
Risk Factors
- ------------
Investment in the Account involves significant risks, which are
fully described in "Risk Factors," page 21. These include fluctuations in real
estate values and the possibility that the Account won't receive the appraised
or estimated value of a real property investment when it is sold. The Account
may also sometimes have trouble selling some of its real estate
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<PAGE>
investments on commercially acceptable terms, making it difficult to convert
those investments into cash quickly.
The Account's assets can be adversely affected by changes in
local, national, or foreign economic conditions. You should, therefore, view it
as a long-term investment. Also, since the Account has existed only for a short
time, there is little operating history to look to in assessing how the Account
might respond to different market conditions.
Because it invests in real estate, the Account is also exposed to
risks relating to environmental matters. For instance, if an investment property
does not comply with certain environmental protection regulations, the liability
for clean-up costs could exceed the Account's investment in the property (or the
principal amount loaned by the Account as a mortgage lender).
Conflicts of Interest
- ---------------------
The Account is managed by TIAA employees. TIAA employees who
manage the Account's real estate-related investments may also manage real
estate-related investments of TIAA's general account. Similarly, the part of the
Account invested in securities and other instruments not related to real estate
is managed by employees who may also manage investments of TIAA's general
account and other accounts that are not related to real estate. These employees
could therefore face various conflicts of interest (see "Conflicts of Interest,"
page 30).
TIAA's guarantee to provide liquidity for the Account under
certain circumstances could also raise conflicts of interest (see "Liquidity
Guarantee," page 28).
The Contracts
- -------------
The Real Estate Account is available (subject to regulatory
approval) as a variable component to a number of different TIAA accumulating
annuity contracts. The annuity contracts are a Retirement Annuity ("RA"), a
Group Retirement Annuity ("GRA"), a Supplemental Retirement Annuity ("SRA"), a
Group Supplemental Retirement Annuity ("GSRA"), and a Rollover Individual
Retirement Annuity ("Rollover IRA"). Subject to regulatory approval, we expect
to offer a new individual retirement annuity that will accept both rollovers and
direct contributions ("New IRA") and a Keogh Plan Annuity ("Keogh"). (We will
refer to the Rollover IRA and New IRA collectively as the "IRAs".) RAs, SRAs,
IRAs and Keoghs are issued to you directly. GRAs and GSRAs are issued under the
terms of a group contract.
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<PAGE>
The Real Estate Account is also available through a variety of
income-paying annuity contracts. For details, see "Income Options," page 53.
Subject to the conditions described in this prospectus, you can
allocate all or part of your premiums to the Real Estate Account under the
accumulating contracts, although your employer's plan may restrict your ability
to allocate premiums to the Real Estate Account under an RA, GRA, or GSRA
contract. The specific terms of your plan or relevant tax laws also may limit
the amount of premiums you are allowed to contribute or that may be contributed
on your behalf. See "Remitting Premiums," page 44, "Possible Restrictions on
Acceptance of Premiums and Transfers," page 45, "Allocation of Premiums,"
page 45, and "Federal Income Taxes," page 62.
Expense Deductions. We make daily deductions from the net assets
of the Real Estate Account to pay the Account's operating and investment
management expenses. The Account also pays TIAA for bearing mortality and
expense risks and providing liquidity guarantees. The current annual expense
deductions from the net assets of the Account total 0.60%: 0.28% for investment
management services, 0.23% for administrative and distribution expenses, 0.06%
for mortality and expense risks, and 0.03% for liquidity guarantees. We
guarantee that these deductions, together, will never exceed 2.50% of the
Account's average net assets annually. See "Expense Deductions," page 40.
Transfers and Withdrawals. You can transfer your accumulation in
the Account to TIAA's traditional annuity or to CREF once per calendar month. We
permit withdrawals from SRAs, GSRAs, and IRAs at any time. However, your
employer's plan can restrict your ability to withdraw funds from RA and GRA
contracts. Federal income tax law may also restrict your ability to transfer or
withdraw funds. You may have to pay a tax penalty if you want to make a cash
withdrawal before age 59-1/2. (See "Federal Income Taxes," page 62.)
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<PAGE>
Selected Financial Data
- -----------------------
The following selected financial data should be considered in
conjunction with the financial statements and notes thereto for the Account
provided herein.
July 3, 1995
Year Ended (commencement of
December 31, operations) to
1996 December 31, 1995
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Investment income:
Real estate income, net:
Rental income ........................... $ 10,951,183 $ 165,762
------------ ------------
Real estate property level
expenses and taxes:
Operating expenses .................... 2,116,334 29,173
Real estate taxes ..................... 1,254,163 14,659
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Total real estate property
level expenses and taxes ........... 3,370,497 43,832
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Real estate income, net ............ 7,580,686 121,930
Dividends and interest .................... 6,027,486 2,828,900
------------ ------------
Total investment income ............... $ 13,608,172 $ 2,950,830
============ ============
Net realized and unrealized
gain on investments ......................... $ 3,330,539 $ 35,603
============ ============
Net increase in net assets
resulting from operations ................... $ 15,782,915 $ 2,676,000
============ ============
Net increase in net assets
resulting from participant transactions ..... $233,653,793 $117,582,345
============ ============
Net increase in net assets ................... $249,436,708 $120,258,345
============ ============
December 31, December 31,
1996 1995
------------ -------------
Total assets ................................. $426,372,007 $143,177,421
============ ============
Total liabilities ............................ $ 56,676,954 $ 22,919,076
============ ============
Total net assets ............................. $369,695,053 $120,258,345
============ ============
Accumulation units outstanding ............... 3,295,786 1,172,498
========= =========
Accumulation unit value ...................... $111.11 $102.57
======= =======
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<PAGE>
THE REAL ESTATE ACCOUNT AND TIAA
On February 22, 1995, the Real Estate Account was established by
resolution of TIAA's Board of Trustees as a separate investment account of TIAA
under New York law. As part of TIAA, the Account is 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 "State
Regulation," page 69).
Although TIAA owns the assets of the Real Estate Account, the
Account's income, investment gains, and investment losses are credited to or
charged against the assets of the Account without regard to TIAA's other income,
gains, or losses. Under New York Insurance law, we cannot charge the Account
with liabilities incurred by any other TIAA separate account or other business
activity TIAA may undertake.
TIAA is a nonprofit stock life insurance company organized under
the laws of New York State. It was founded on March 4, 1918, by the Carnegie
Foundation for the Advancement of Teaching. All of the stock of TIAA is held by
the TIAA Board of Overseers, a nonprofit New York membership corporation whose
main purpose is to hold TIAA's stock. TIAA's headquarters are at 730 Third
Avenue, New York, New York 10017-3206; there are also regional offices in
Atlanta, Boston, Chicago, Dallas, Denver, Detroit, New York, Philadelphia, San
Francisco, and Washington, D.C., and a service center in Denver. TIAA offers
both traditional annuities, which guarantee principal and a specified interest
rate while providing the opportunity for additional dividends, and variable
annuities, whose return depends upon the performance of certain specified
investments. TIAA also offers life, disability, and long-term care insurance.
TIAA manages the investment of the Account's assets. TIAA has
been making mortgage loans for over 50 years. We are currently one of the
largest and most experienced investors in mortgages and real estate equity
interests in the nation. As of December 31, 1996, TIAA employees managed for
TIAA's general account a mortgage portfolio of $20.1 billion. The vast majority
of the portfolio is secured by investment-grade properties located throughout
the U.S. Almost three-quarters of the TIAA general account's mortgage portfolio
consists of mortgage loans made on office buildings and retail properties (i.e.,
shopping centers, including malls).
As of December 31, 1996, TIAA employees oversaw for TIAA's
general account a real estate equity portfolio of $6.7 billion, with properties
located across the U.S. Office buildings and shopping centers comprise more than
three-quarters of the real estate equity portfolio of the general account.
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<PAGE>
TIAA is the companion organization of the College Retirement
Equities Fund ("CREF"), the first company in the United States to issue a
variable annuity. CREF is a nonprofit membership corporation established in New
York State in 1952. Together, TIAA and CREF form the principal retirement system
for the nation's education and research communities and the largest retirement
system in the U.S., based on assets under management. TIAA-CREF serves
approximately 1.8 million people at about 6,100 institutions. As of December 31,
1996, TIAA's assets were approximately $86 billion; the combined assets for TIAA
and CREF totalled approximately $185 billion (although CREF doesn't stand behind
TIAA's guarantees).
TIAA currently has one other separate account. TIAA may offer new
investment accounts with different investment objectives in the future, as
permitted by law.
INVESTMENT PRACTICES OF THE ACCOUNT
General
- -------
The investment objective of the Real Estate Account is a
favorable rate of return over the long term, primarily through rental income and
capital appreciation from real estate investments owned by the Account. The
Account will also invest in publicly-traded securities and other instruments to
maintain liquidity needed for capital expenditures and expenses and to make
distributions. As with any variable account, we cannot assure you that its
investment objective will be met. One critical factor to achieving the objective
is whether we can find enough suitable investments for the Account at any
particular time.
The Account's target is to invest between 70% and 80% of its
assets directly in real estate or in real estate-related investments.
We expect the majority of the Account's real estate investments
to be direct ownership interests in income-producing real estate, such as
office, industrial, retail, and multi-family residential properties. The Account
can also invest in other real estate or real estate-related investments, through
joint ventures, real estate partnerships or real estate investment trusts
("REITs"). To a limited extent, the Account can also invest in conventional
mortgage loans, participating mortgage loans, common or preferred stock of
companies whose operations involve real estate (i.e., that own or manage real
estate primarily), and collateralized mortgage obligations.
Between 20% and 30% of the Account is targeted to be invested in
government and corporate debt securities, short-term money market instruments
and other cash equivalents, and, to some
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<PAGE>
extent, common or preferred stock of companies that don't primarily own
or manage real estate. In some circumstances, the Account can increase the
portion of its assets invested in debt securities or money market instruments
for a period of time. This could happen because of a rapid influx of
participants' funds, lack of suitable real estate investments, or a need for
more liquidity.
We do not expect that the Account will invest in foreign real
estate or other types of foreign real estate-related investments initially, but
it may do so as it grows. The percentage of the Account's assets in foreign
investments will vary, but we expect that foreign investments will not be more
than 25% of the Account's portfolio.
In order not to be considered an "investment company" under the
1940 Act, the Account will limit its holdings of investment securities (as
defined under the 1940 Act) to less than 40% of its total assets (not including
U.S. Government securities and cash items).
TIAA can, in its discretion, decide to change the operating
policies of the Account or wind it down. This could happen if, for instance, the
Account is smaller than expected. If the Account is wound down, you may be
required to transfer your accumulations to TIAA's traditional annuity or any
CREF account available under your employer's plan. You will be notified in
advance if we decide to change or wind down the Account.
Investments in Direct Ownership Interests in Real Estate
- --------------------------------------------------------
Acquisition. The Account's main investment policy is to acquire
direct ownership interests in existing or newly-constructed income-producing
real estate, including office buildings, multi-family residential properties,
and retail and industrial properties. TIAA will invest a substantial part of the
Account's assets in established properties that have existing rent and expense
schedules or in new properties with predictable cash flows. The Account will
usually acquire real estate that's ready for occupancy by tenants, which
eliminates the development or construction risks inherent in buying unimproved
real estate. However, from time to time the Account can, consistent with its
objective, invest in a real estate development project. The Account can also buy
recently-constructed properties that are subject to agreements with sellers that
provide for certain minimum levels of income.
Purchase-Leaseback Transactions. Some of the Account's investments can be
real property purchase-leaseback transactions ("leasebacks"). In these
transactions, the Account typically will buy land and income-producing
improvements on the land, and
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simultaneously lease the land and improvements. Leasebacks can
be for very long terms and may provide for increasing payments
from the lessee.
Usually, under a leaseback, the lessee will operate, or arrange
for someone else to operate, the property. The lessee is responsible generally
for all operating costs, including taxes, mortgage debt service, maintenance and
repair of the improvements, and insurance. The Account can also give the lessee
an option to buy the land and improvements after a period of years. The option
exercise price may be based on factors such as the fair market value of the
property, as encumbered by the lease, the increase in the gross revenues from
the property, or other objective criteria.
In some leasebacks, the Account may purchase only the land under
an income-producing building and lease the land to the building owner. In those
cases, the Account will often seek to share (or "participate") in any increase
in property value from building improvements or in the lessee's gross revenues
from the building above a base amount (which may be adjusted if real estate
taxes or similar operating expenses increase or upon other events). The Account
can invest in leasebacks that are subordinated to other interests in the land,
buildings, and improvements. These interests include a first mortgage, other
mortgage, or lien. In that case, the leaseback interest will be subject to
greater risks.
Investments in Mortgages
- ------------------------
The Account can make mortgage loans or hold interests in mortgage
loans made by it or others, generally on the same types of properties it would
otherwise purchase. These will include commercial mortgage loans that may pay
fixed or variable rates of interest or have "participating" features (as defined
below). The Account's mortgage loans usually will be secured by properties that
have income-producing potential based on historical or projected data. Mortgage
loans usually will be non-recourse, which means they won't be the borrower's
personal obligations. They usually will not be insured or guaranteed by
government agencies or anyone else. We expect most of the Account's mortgage
loans to be secured by first mortgages on existing income-producing property.
First mortgage loans are secured by mortgages which have first-priority liens on
the real property. These loans may be amortized, or may provide for
interest-only payments, with a balloon payment at maturity.
Participating Mortgage Loans. The Account may also seek to make
mortgage loans which, in addition to charging interest, permit the Account to
share (have a "participation") in the income from or appreciation of the
underlying property. These participations let the Account receive additional
interest,
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calculated as a percentage of the revenues the borrower receives from (i)
operating the property and/or (ii) selling or refinancing the property or
otherwise. Participations can also involve granting the Account an option to buy
the property securing the loan or an option to buy an undivided interest in the
property securing the loan.
Managing Mortgage Loan Investments. When advisable and consistent
with its investment objective, the Account can sell its mortgage loans, or
portions of them, before maturity. TIAA can also extend the maturity of any
mortgage loan made by the Account, consent to a sale of the property subject to
a mortgage loan, finance the purchase of a property by making a new mortgage
loan in connection with the sale of a property (either with or without requiring
the repayment of the existing mortgage loan), renegotiate and restructure the
terms of a mortgage loan, and otherwise manage the Account's mortgage loans.
Standards for Direct Ownership and Mortgage Loan Investments
- ------------------------------------------------------------
In making direct ownership investments and mortgage loan
investments, TIAA will consider relevant real property and financial factors.
These include the location, condition, and use of the underlying property, its
operating history, its future income-producing capacity, and the quality,
operating experience, and creditworthiness of the unaffiliated borrower.
Before the Account acquires any direct ownership interest or
makes a mortgage loan, TIAA will analyze the fair market value of the underlying
real estate, taking into account the property's operating cash flow (derived
from the historical and expected levels of rental and occupancy rates, and the
historical and projected expenses of the property), supplemented by the general
economic conditions in the area where the property is located. Ordinarily, each
mortgage loan made by the Account will not exceed, when added to the amount of
any existing debt, 85% of the appraised value of the mortgaged property, unless
the Account is compensated for taking such additional risk.
Foreign Real Estate and Other Foreign Investments
- -------------------------------------------------
We don't expect that the Account will buy foreign real estate or
make real estate-related investments in foreign countries initially, but it
might do so as it grows. It might also invest in securities or other instruments
of foreign governmental or private issuers that are consistent with its
investment objective and policies. Often, different factors affect foreign and
domestic investment decisions. For example, foreign real estate markets have
different liquidity and volatility attributes than U.S. markets. Changes in
currency rates, currency exchange control regulations, possible expropriation or
confiscatory taxation, political, social, and
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<PAGE>
economic developments, and foreign regulations can also affect foreign real
estate investments. It may be more difficult to obtain and collect a judgment on
foreign investments than on domestic ones.
The value of investments that aren't denominated in U.S. dollars
can go up or down as currency rates change. Rental income from those properties
could be similarly affected by currency movements. Changes in currency exchange
controls can also affect the value of the Account's foreign investments. The
Account may seek to hedge its exposure to changes in currency rates and exchange
control regulations, which could involve extra costs.
We will consider the above factors and others before investing in
foreign real estate, and won't invest unless our standards and objectives are
met. Depending on investment opportunities, the Account's foreign investments
could at times be concentrated in one or two foreign countries. The percentage
of the Account's foreign investments will vary. However, we expect that foreign
investments will be no more than 25% of the Account's portfolio.
Other Real Estate-Related Investments
- -------------------------------------
The Account can make other real estate-related investments,
including holding shares of real estate investment trusts, common or preferred
stock of companies whose business involves real estate, and collateralized
mortgage obligations.
Real Estate Investment Trusts. Real estate investment trusts
("REITs") are publicly-owned entities that lease, manage, acquire, hold
mortgages on, and develop real estate. REITs attempt to optimize share value by
acquiring and developing new projects. They also refurbish, upgrade, and
renovate existing properties to increase rental rates and occupancy levels.
REITs seek higher cash flows by negotiating for rental increases on existing
leases, replacing expiring leases with new ones at higher rates, and improving
occupancy rates.
REITs must distribute 95% of their net earnings to shareholders
in order to benefit from a special tax structure, which means they may pay high
dividends. While a REIT's yield is relatively stable, its price fluctuates with
interest rates. Other factors can also affect a REIT's price. For example, a
REIT can be affected by such factors as cash flow dependency, the skill of its
management team and defaults by lessees or borrowers. In the event of a default
by a lessee or borrower, a REIT may experience delays in enforcing its rights as
a lessor or mortgagee and may incur substantial costs associated with protecting
its investments.
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REITs invest in real property and mortgages, and therefore are
subject to many of the same risks as the Real Estate Account. See "Risk
Factors," page 21 and "Risks of REIT Investments," page 26.
Stock of Companies Involved in Real Estate Activities. The
Account can invest in common or preferred stock of companies whose business
involves real estate. These stocks can be listed on one or more U.S. or foreign
stock exchanges or traded over-the-counter in the U.S. or abroad. Like other
equity securities, these stocks are subject to market risk -- their price can go
up or down in response to changes in the financial markets. They are also
subject to financial risk, which comes from the possibility that current
earnings will fall or that overall financial soundness will decline, reducing
the security's value.
Collateralized Mortgage Obligations. The Account can invest in
collateralized mortgage obligations ("CMOs") that are fully collateralized by a
portfolio of mortgages or mortgage-related securities. CMO issuers distribute
principal and interest payments on the mortgages to holders of the CMOs
according to the distribution schedules of each CMO. Some classes of CMOs may be
entitled to receive mortgage prepayments before other classes do. Therefore, the
prepayment risk for a particular CMO may be more or less than for other
mortgage-related securities. CMOs may also be less marketable than other
securities.
CMO interest rates can be fixed or variable. Variable-rate CMOs
may be structured to adjust inversely with and more rapidly than short-term
interest rates. As a result, their market value tends to be more volatile than
other CMOs.
Other Investments
- -----------------
The Account can invest in securities issued or guaranteed by the
U.S. Government or one of its agencies and instrumentalities, and debt
securities of foreign governments or multinational organizations. The Account
can also invest in corporate debt securities, asset-backed securities, and money
market instruments and other cash equivalents issued by domestic or foreign
entities. It can also buy limited amounts of common or preferred stock of
domestic or foreign companies that aren't involved primarily in real estate.
The Account will buy only investment-grade debt securities that
are rated, at the time of purchase, within the top four categories by a
nationally recognized rating organization or, if not rated, that are deemed to
be of equivalent quality by TIAA.
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<PAGE>
The Account's money market instruments and other cash equivalents
will usually be high-quality short-term debt obligations. These investments
include, but are not limited to, securities issued or guaranteed by the U.S.
Government or one of its agencies and instrumentalities, commercial paper,
certificates of deposit, bankers' acceptances, repurchase agreements,
interest-bearing time deposits, and corporate debt securities.
From time to time, a significant percentage of the Account may be
invested in liquid assets while we look for suitable real property investments.
Liquid assets don't have to be real estate-related. The Account also can
temporarily increase the percentage of its liquid assets under particular
circumstances. These include the rapid influx of participants' funds, lack of
suitable real estate investments, or a need for greater liquidity.
GENERAL INVESTMENT AND OPERATING POLICIES
The Account doesn't intend to buy and sell any direct ownership
interests in properties, mortgage loans, leasebacks, or other real estate
investments simply to make short-term profits by their sale. However, the
Account may sell investments to raise cash, if market conditions dictate, or
otherwise. The Account will reinvest any proceeds from sales of assets (and any
cash flow from operations) that it doesn't need to pay operating expenses or to
meet redemption requests (e.g., cash withdrawals or transfers).
Appraisals. When acquiring properties, leasebacks, or other real
estate investments, the Account will rely on TIAA's analysis of the investment
and usually won't receive an independent appraisal before an acquisition.
However, the Account will get an independent appraisal when it makes mortgage
loans. We expect that the Account's properties and participating mortgage loans
will be appraised or valued annually by an independent state-certified appraiser
who is a member of a professional appraisal organization.
Borrowing. Usually, the Account won't borrow money to purchase
direct ownership interests in real properties -- i.e., these investments will be
unleveraged. However, the Account may use a line of credit to meet short-term
cash needs. While the properties the Account acquires ordinarily will be free
and clear of mortgage indebtedness immediately after their acquisition, it is
possible that the terms of a short-term line of credit may require the Account
to secure a loan with one or more of its properties or other assets.
Joint Investments. While the Account will often own the entire
fee interest in a property, it can also hold other
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<PAGE>
ownership interests. The Account can hold property jointly through general or
limited partnerships, joint ventures, leaseholds, tenancies-in-common, or other
legal arrangements. The Account cannot hold real property jointly with TIAA or
its affiliates.
Diversification. We have not placed percentage limitations on the
type and location of properties that the Account can buy. However, the Account
plans to diversify its investments by type of property and geographic location.
How much the Account diversifies will depend upon the availability of suitable
investments and how much the Account has available for investment at any given
time.
Discretion to Evict or Foreclose. TIAA can decide when it is in
the best interests of the Account to evict defaulting tenants or to foreclose on
defaulting borrowers. When deciding to evict or foreclose, TIAA will take a
course of action that it concludes is in the best interests of the Account in
order to maintain the value of an investment.
Property Management and Leasing Services. We usually will hire a
management company to perform local property management services for properties
the Account owns and operates. The local management company will be responsible
for day-to-day management of the property, supervising any on-site personnel,
negotiating maintenance and service contracts, and providing advice on major
repairs, replacements, and capital improvements. The local manager will also
review market conditions in order to recommend changes in rent schedules and
create marketing and advertising programs to attain and maintain good occupancy
rates by responsible tenants. The Account may also hire one or more leasing
companies to perform leasing services for any property with actual or projected
vacancies, if the property management company doesn't already provide those
services. The leasing companies will coordinate with the property management
company to provide marketing and leasing services. The fees paid to the local
management company, along with any leasing commissions and expenses, will reduce
the Account's cash flow from a property.
We won't usually need a management services company for mortgage
loans (except for mortgage servicing), but we might decide that those services
are desirable when we are foreclosing on a mortgage loan.
DESCRIPTION OF PROPERTIES
As of the date of this prospectus, the Account has purchased
seventeen properties for its portfolio, consisting of four neighborhood shopping
centers, six multi-family residential complexes, one office building and six
industrial properties. These properties are described in detail in Appendix A.
Real
- 20 -
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estate investments made on behalf of the Account after the date of this
prospectus will be described in supplements to the prospectus, as appropriate.
RISK FACTORS
Participants should consider various risks before investing in
the Account. These include valuation risks (see "Valuation of Assets," page 35),
conflicts of interest (see "Conflicts of Interest," page 30), and the following:
Risks of Real Property Ownership
- --------------------------------
General Risks of Real Property Ownership. The Account will be
subject to the risks inherent in owning real property. They include fluctuations
in occupancy rates and operating expenses, unanticipated repairs and renovations
(particularly in older structures), and variations in rental rates and property
values. Many factors can adversely affect rental rates and property values.
These include the state of the economy (local, national or global), changing
supply and demand for the type of properties the Account invests in, natural
disasters or man-made events, zoning laws, real property tax rates, and other
governmental rates and fiscal policies.
Operating the Account's real property mainly involves renting to
tenants. There are risks associated with rentals. For example if a lease is
terminated because the tenant is unable to pay the rent (including when a
bankruptcy court has rejected the tenant's lease), the Account's cash flow will
be reduced. If we terminate a lease, we might not be able to find a new tenant
without incurring a loss. Any disputes with tenants could also involve costly
litigation.
The inability to attract and retain tenants, which means that
rental income declines, is another risk for the Account. Third parties in
purchase-leaseback transactions may renege or default on rental agreements or
rent guarantees. We also can't assure that operating a property will produce a
satisfactory profit because operating costs can increase in relation to a
property's gross rental income. In particular, property taxes and utility,
maintenance, and insurance costs may go up. The Account may have to advance
funds to third parties to protect its investment, or sell properties on
disadvantageous terms in order to raise needed funds.
While the Account intends to reinvest cash flow from investments,
we can't guarantee that those investments will generate enough income to pay the
Account's operating and other expenses.
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<PAGE>
Resale of Real Property. Because the Account invests in real
property, its investments may be illiquid compared to the readily-marketable
securities held by other variable annuity accounts. A poor market for real
estate can make it harder to sell any particular investment for its full value.
This could lead to losses or reduced profits for the Account. The risk that
resale will be difficult will vary with the size, location, and type of
investment. The Account might not be able to sell a property at a particular
time or price. Although the Account ordinarily would sell real property for
cash, the Account may at times find it necessary to provide financing to
purchasers.
Risks with Purchase-Leaseback Transactions. Risks under
purchase-leaseback transactions relate to the ability of the lessee to make
required payments to the Account. Because subleases are usually for shorter
terms than the leaseback, the lessee's ability to make payments to the Account
may depend on successfully renewing any subleases or finding new subtenants. If
the leaseback interest is subordinate to other interests in the real property,
such as a first mortgage or other lien, the risk to the Account increases
because the lessee may have to pay the senior lienholder to prevent foreclosure
before it pays the Account. If the lessee defaults or the leaseback is
terminated prematurely, the Account might not recover its investment unless the
property is sold or leased on favorable terms.
Properties Acquired Prior to Completion of Development and
Construction and Recently-Constructed Properties. If the Account chooses to
develop a real property, it faces the risk of delays or unexpected increases in
the cost of property development and construction. These risks can come from
over-building, which lowers demand for rentals. They can also be the result of
slower growth in local economies, poor performance of local industries, higher
interest rates, strikes, bad weather, material shortages, or increases in
material and labor costs. We can't guarantee that once a property is developed
it will operate at the income and expense levels we projected before developing
it. We also can't guarantee that a property will be developed the same way we
originally planned.
The Account may buy recently-constructed properties that are
subject to agreements with sellers that provide for certain minimum levels of
income. We can't guarantee that the sellers or other parties will be able to
carry out their obligations under those agreements. We also can't assure you
that when these agreements expire or the seller defaults, the operating income
from the properties will be enough to produce as good a return as the Account
was getting from those properties before the expiration or default.
Risks of Joint Ownership
- ------------------------
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<PAGE>
Investing in joint venture partnerships or other forms of joint
property ownership sometimes involves risks that don't apply when properties are
owned directly. These risks include the co-venturer's bankruptcy or the
co-venturer's having interests or goals inconsistent with those of the Account.
If a co-venturer doesn't follow the Account's instructions or adhere to the
Account's policies, the jointly-owned properties, and consequently the Account,
might be exposed to greater liabilities than expected. A co-venturer also can
make it harder for the Account to transfer its interest in the joint form of
ownership. A co-venturer could have the right to decide whether and when to sell
the property. As a result, it could be hard for the Account to sell joint
ownership investments.
Risks of Mortgage Loan Investments
- ----------------------------------
General Risks of Mortgage Loans. The main risk of a mortgage loan
investment is that the borrower defaults. If that happens, the Account would
have to foreclose on the underlying property to protect the value of its
mortgage loan, or pursue other remedies. Since the Account will usually make
non-recourse mortgage loans, it will usually rely solely on the value of the
underlying property for its security. Mechanics', materialmen's, governmental,
and other liens on the property may have or obtain priority over the Account's
security interest.
The unamortized principal amount due under a mortgage loan will
be payable in a lump sum payment at the end of the loan term. Unless the
borrower has large cash reserves, it may not be able to make this payment unless
it can refinance the mortgage loan with another lender.
If interest rates are volatile during the investment period, the
Account's variable-rate mortgage loans could have lower yields.
Prepayment Risks. The Account's mortgage loan investments will
usually be subject to the risk that the borrower decides to prepay the loan.
Prepayments can change the Account's return because we may be unable to reinvest
the prepaid proceeds at as good an interest rate as the original mortgage loan
rate.
Loan-to-Value Ratio. The larger the mortgage loan compared to the
fair market value of the property securing it, the greater the loan's risk. The
Account therefore usually won't make mortgage loans of more than 85% of the
appraised value of the property. (It will make larger loans only if it's
compensated for the extra risk.) However, we can't guarantee that if a borrower
defaults, the Account will be able to sell the property for its estimated or
appraised value.
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<PAGE>
Interest Limitations. Because state laws could change during the
term of a loan or for other reasons, we might not always be able to determine
with certainty whether the interest rate we are charging on mortgage loans
complies with state usury laws that limit rates. If we inadvertently violate
those laws, we could incur such penalties as restitution of excess interest,
unenforceability of debt, and treble damages.
Risks of Participations. A participating mortgage loan could have
a relatively low fixed interest rate and provide for payment of a percentage of
revenues from the property or sale proceeds. In that case, if the property
doesn't generate revenues or appreciate in value, the Account will have given up
a potentially greater fixed return without receiving the benefit of
appreciation. It's also possible that in very limited circumstances, a court
could characterize the Account's participation interest as a partnership or
joint venture with the borrower. The Account would then lose the priority its
security interest would otherwise have been given, or be liable for the
borrower's debts.
General Risks of All Types of Real Estate-Related Investments
- -------------------------------------------------------------
Appraisal Risks. We may rely on appraisals from real estate
professionals to value properties. However, appraisals are only estimates based
on the professional's opinion and may not be the amount the Account receives if
it sells the property. If appraisals are too high, participants sending in
premiums will be credited with fewer accumulation units than if the value were
lower. Participants withdrawing funds or receiving income when appraisals are
too high will receive more money than they would otherwise be entitled to, which
hurts other participants. If appraisals are too low, participants sending in
premiums would be credited with too many accumulation units, which hurts other
participants. Payments to participants making cash withdrawals or receiving
income would be lower when appraisals are too low than they would have been if
the appraisals were higher.
Inaccurate appraisals can also affect the fees the Account pays
to TIAA, since TIAA's fees are based on the Account's value (see "Conflicts of
Interest," page 30).
Investment Opportunities; Size of Account. We can't guarantee
that good investment opportunities will come up at the same time funds are
available for investment. In addition, the Account may have to forego investment
opportunities if it does not have sufficient money to invest.
It will be more difficult to diversify the Account's investments
when the Account is small. Returns from the Account would, in that case, be more
dependent on the performance of any
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one investment than if the Account were larger and more
diversified.
Casualty Losses. We will try to arrange for, or require proof of,
comprehensive insurance, including liability, fire, and extended coverage, for
the Account's real property and properties securing mortgage loans or subject to
purchase- leaseback transactions. However, some types of catastrophic losses are
uninsurable or so expensive to insure against that it doesn't make sense to buy
insurance for them. These may include losses from earthquakes, wars, nuclear
accidents, floods, or environmental or industrial hazards or accidents. If a
disaster that we haven't insured against occurs, the Account could lose both
invested principal and any future profits from the property affected.
Some leases may permit a tenant to terminate its obligations in
certain catastrophic situations, regardless of whether those events are fully
covered by insurance. In that case, the Account would not receive rental income
from the property while that tenant's space is vacant.
Regulatory and Environmental Risks. The imposition of restrictive
zoning regulations and land use controls, strict air and water quality
standards, and noise pollution regulations by local, state, federal, and foreign
governmental authorities could limit the availability of suitable investments
for the Account and could increase any construction and operating costs of the
Account.
In addition, changes in local, state, federal, or international
environmental regulations on the use or presence of hazardous or toxic materials
or waste could raise the cost of owning and maintaining properties. It could be
harder for the Account to maintain, sell, rent, finance, or refinance properties
or property interests affected by new environmental regulations because of the
increased costs associated with regulatory compliance. Under some federal
statutes, the Account's potential liability for environmental damage could
exceed the value of the Account's investment in a property.
Under various federal, state, and local environmental
regulations, a current or previous property owner or operator, and sometimes a
mortgagee, may be liable for the cost of removing or cleaning-up hazardous or
toxic substances on, in or released from a property. The Account could be liable
for those costs on its properties, even if we didn't know of, and weren't
responsible for, the presence or release of the hazardous or toxic substances.
The presence of any hazardous or toxic substances, or the failure to clean up
those substances properly, can limit an owner's ability to sell or rent a
property. The Account could also be liable for the cost of removal or clean up
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of those substances at a disposal or treatment facility, even if we don't own
the facility. Under current environmental regulations, the cost of any required
clean-up and the liability of the owner, operator, or mortgagee is usually not
limited and could exceed the property's value or the aggregate assets of the
owner or operator. In an extreme case, the Account could be required to incur
significant costs because of a single real estate investment if it were legally
required to pay for cleaning up an environmental hazard.
Various environmental regulations also require property owners or
operators to monitor business activities on their premises that affect the
environment. Failure to comply with those requirements could make it difficult
to lease or sell any affected property or subject the Account to monetary
penalties.
Risks of REIT Investments
- -------------------------
REITs invest in real property and mortgages, and therefore are
subject to many of the same general risks associated with direct real property
ownership. In particular, equity REITs may be affected by changes in the value
of the underlying property owned by the trust, while mortgage REITs may be
affected by the quality of any credit extended. In addition to these risks,
because REIT investments are securities, they may be exposed to market risk --
price volatility due to changing conditions in the financial markets and, in
particular, changes in overall interest rates.
Risks of Liquid Investments
- ---------------------------
The Account's investments in securities and other instruments are
subject to several types of risks. One is financial risk, which for debt
securities and other fixed-income instruments comes from the possibility the
issuer won't be able to pay principal and interest when due. For common or
preferred stock, it comes from the possibility that the issuer's current
earnings will fall or that its overall financial soundness will decline. Another
kind of risk is market risk -- price volatility due to changing conditions in
the financial markets and, particularly for debt securities, changes in overall
interest rates. Finally, volatile interest rates may affect current income from
an investment.
Other Risks
- -----------
Risk of Unspecified Investments. As of the date of this
prospectus, the Account has invested only a portion of its assets in real estate
and we can't tell you with certainty when and if the Account will be fully
invested. While we intend to supplement this prospectus periodically to describe
the Account's property investments, it is unlikely that supplements will be
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available for your review prior to the completion of a property acquisition. As
a result, if you invest in the Account you won't have the opportunity to
evaluate for yourself the economic merit of any property investments that the
Account may make. You therefore must rely solely upon the judgment and ability
of TIAA to select investments consistent with the Account's investment objective
and policies.
Investment Company Act of 1940. We intend to operate the Account
so that it will not have to register as an "investment company" under the 1940
Act. This will require monitoring the Account's portfolio so that it won't have
more than 40% of total assets (other than U.S. Government securities and cash
items) in investment securities (as defined under the 1940 Act). As a result,
the Account may be unable to make some potentially profitable investments.
ROLE OF TIAA
TIAA plays a significant role in operating the Real Estate
Account. The Account is managed by TIAA. In addition, TIAA's general account
supplied the Account's initial capital, or "seed money." On an ongoing basis,
TIAA's general account provides a liquidity guarantee -- i.e., TIAA ensures that
the Account has funds available to meet transfer or cash withdrawal requests.
(See "Liquidity Guarantee," page 28.)
Seed Money
- ----------
On July 3, 1995, TIAA contributed $100 million to the Account in
exchange for $100 million in accumulation units, to enable the Account to
purchase a diverse portfolio of properties without having to wait to receive
premiums.
On September 16, 1996, in accordance with a five-year fixed
repayment schedule approved by the New York Insurance Department, TIAA began to
redeem the accumulation units related to its seed money investment. TIAA will
redeem a pro rata portion of the accumulation units monthly over a 60-month
period (16,666.667 units per month). TIAA may, with prior approval of the
independent fiduciary, accelerate the 60-month redemption period. See "Role of
the Independent Fiduciary," below. Any such prepayment will not modify the
currently existing prepayment schedule to the extent such prepayments need to be
made.
TIAA's accumulation units are being redeemed by the Account at
net asset value at the time of redemption.
Because of its seed money investment, TIAA owned accumulation
units representing 28% of the Account's net assets, as of December 31, 1996.
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Liquidity Guarantee
- -------------------
Subject to federal income tax considerations and, where
applicable, the terms of your plan, you can redeem accumulation units daily by
making cash withdrawals or transfers from the Account. If the Account's cash
flow (from premiums and investment income) and liquid investments are
insufficient to fund redemption requests, TIAA's general account will fund them
by purchasing accumulation units. When TIAA purchases units to keep the Account
liquid ("liquidity units") or TIAA sells liquidity units back to the Account,
the number of accumulation units TIAA holds will go up or down. TIAA guarantees
that you can redeem your accumulation units at their then current daily net
asset value. Of course, you can only make a cash withdrawal consistent with the
terms of your plan.
As TIAA buys liquidity units, it may end up owning more of the
Real Estate Account than anticipated. An independent fiduciary (see below) will
monitor whether liquidity units held by TIAA's general account have, together
with the accumulation units representing TIAA's seed money investment (if still
not redeemed), exceeded a specific percentage of the Account's total outstanding
accumulation units. If so, TIAA may be required to redeem some of its liquidity
units. The independent fiduciary may require the number of liquidity units TIAA
holds to be reduced when the Account has uninvested cash or liquid investments
available. The independent fiduciary may also select properties for the Account
to sell so that TIAA can redeem liquidity units. See "Role of the Independent
Fiduciary," below.
The Account pays TIAA for the liquidity guarantee through a daily
deduction from net assets. See "Liquidity Guarantee Deduction," page 41.
TIAA's ERISA Fiduciary Status
- -----------------------------
To the extent that assets of a plan subject to ERISA are
allocated to the Account, TIAA will be acting as an "investment manager" (as
that term is defined under ERISA) and a fiduciary under ERISA with respect to
those assets.
Role of the Independent Fiduciary
- ---------------------------------
TIAA's purchase and sale of liquidity units raises certain
technical issues under ERISA. TIAA therefore applied for and received a
prohibited transaction exemption from the U.S. Department of Labor (PTE 96-76).
In connection with the exemption, TIAA has appointed an "independent fiduciary"
for the Real Estate Account.
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Institutional Property Consultants, Inc., a registered investment
adviser in business since 1983, serves as the Account's independent fiduciary.
The independent fiduciary's responsibilities include: (1) reviewing and
approving the Account's investment guidelines and any changes to them; (2)
monitoring whether the properties the Account buys conform to the investment
guidelines; (3) reviewing and approving valuation procedures and any changes to
them; (4) approving adjustments to any property valuations that change the value
of the property or the Account as a whole above or below certain prescribed
levels, or that are made within three months of the annual independent
appraisal; (5) reviewing and approving how we value accumulation and annuity
units; (6) approving the appointment of all independent appraisers; (7)
reviewing the purchase and sale of units by TIAA to ensure that we use the
correct unit values; and (8) reviewing the seed money redemption schedule. If
the independent fiduciary believes that any of the properties have changed
materially, or that an additional appraisal is otherwise necessary to assure the
Account has correctly valued a property, it can require appraisals besides those
normally conducted.
After (and, if necessary, during) the period during which the
Account must repay TIAA's seed money investment, the independent fiduciary will
calculate the percentage of total accumulation units that TIAA's ownership
shouldn't exceed (the "trigger point"). The independent fiduciary will also
create a method for changing the trigger point. It must approve any adjustment
of TIAA's interest in the Account and can require an adjustment. If TIAA's
investment reaches the trigger point, the independent fiduciary may plan and
participate in any program for selling the Account's assets. This can include
selecting properties for sale, providing sales guidelines, and approving those
sales that, in the independent fiduciary's opinion, are desirable to reduce
TIAA's ownership in the Account or to facilitate winding down the Account.
The independent fiduciary will supervise the Account during any
winding down of operations. It will review any program for selling the assets of
the Account during that time. This review can include selecting the properties
to be sold, providing sales guidelines, and approving the sale of the properties
in the Account, if in the independent fiduciary's opinion, the sales would
facilitate winding down.
The independent fiduciary will also review any other transactions
or matters involving the Account that TIAA submits for review to determine
whether those transactions are fair and in the Account's best interest.
TIAA appointed the independent fiduciary for a five-year term,
and has established a special subcommittee of the Investment Committee of its
Board of Trustees with authority to
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renew the appointment or remove the independent fiduciary. When the term ends,
the independent fiduciary will not be reappointed unless more than 60% of the
subcommittee members approve. Before the term ends, the independent fiduciary
can be removed for cause by the vote of the majority of subcommittee members. In
addition, the independent fiduciary can resign after at least 180 days' written
notice. If the independent fiduciary resigns or is removed, the special
subcommittee will appoint a successor.
TIAA pays the independent fiduciary directly. The investment
management charge deducted from the Account's assets and paid to TIAA includes
TIAA's costs for retaining the independent fiduciary. The independent fiduciary
will receive less than 5% of its annual income, including payment for services
to the Real Estate Account during its term as independent fiduciary, from TIAA.
Your decision as a participant or plan fiduciary to invest in the
Account will constitute your approval and acceptance of Institutional Property
Consultants, Inc. or any successor to serve as the Account's independent
fiduciary, after full and fair disclosure has been made by TIAA, including the
disclosure in this prospectus.
CONFLICTS OF INTEREST
TIAA is a nonprofit company and will not accept acquisition or
placement fees for services provided to the Account. However, the same people
who oversee the Account's real estate and non-real estate investments may also
buy, sell, and manage the real estate-related and other investments of TIAA's
general account. This could create conflicts of interest.
The potential for conflicts of interest can arise because TIAA's
general account may sometimes compete with the Real Estate Account in the
purchase or sale of investments. However, we do not expect many conflicts to
arise because the Real Estate Account and TIAA's general account will normally
have different investment and sale objectives and will generally not be in the
market to purchase or sell the same types of properties at the same time.
Whenever the investment or sale objectives of the Real Estate Account and TIAA's
general account are similar, we will use the following procedures to eliminate
conflicts of interest: The decision, in the first instance, as to whether the
Real Estate Account or TIAA's general account will purchase or sell a property
will be determined by such factors as which account has cash available to make
the purchase, the effect the purchase or sale will have on the diversification
of each account's portfolio, the estimated future cash flow of the portfolios
with regard to both purchases or sales, and other relevant legal or investment
policy factors. If this analysis
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does not clearly determine which account should participate in a transaction, a
rotation system will be used.
Potential conflicts of interest could also arise because some
properties in TIAA's general account may compete for tenants with properties the
Account owns or has an interest in.
The decision as to whether properties owned by the Account or
TIAA's general account will lease space to a tenant will be determined by such
factors as the tenant's preference between the two properties, how much the
tenant is willing to pay for rent, and which property can best afford to pay any
required costs associated with such leasing.
Many of the personnel of TIAA involved in performing services to
the Real Estate Account will have competing demands on their time. The personnel
will devote such time to the affairs of the Account as TIAA's management
determines, in its sole discretion exercising good faith, is necessary to
properly service the Account. TIAA believes that it has sufficient personnel to
discharge its responsibility to both the general account and the Account and to
avoid conflicts of interest.
Indemnification
- ---------------
The Account has agreed to indemnify TIAA and its affiliates,
including its officers and directors, against certain liabilities, including
liabilities under the Securities Act of 1933. The Account may make such
indemnification out of its assets.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Account began operating on July 3, 1995 and interests in the
Account began being offered to participants on October 2, 1995.
Through December 31, 1996, the Account had acquired a total of
thirteen real estate properties, including four industrial properties, four
neighborhood shopping centers, one office property and four apartment complexes.
As of December 31, 1996, these properties represented 35.82% of the Account's
total investment portfolio. Sixty-four percent of the net transfers into the
Account during 1996 were received during the fourth quarter. And, 43% of the
Account's total premiums during 1996 were received during the same time frame.
Such a high volume of premiums and transfers into the Account so late in the
year negatively impacted the level of real estate properties held as a
percentage of total investments at December 31, 1996.
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The Account purchased three additional properties in January
1997. The Account continues to pursue suitable property acquisitions, and is
currently in various stages of negotiations with a number of prospective
sellers. While attractive acquisition prospects are available in the current
market, significant competition exists for the most desirable properties.
As of December 31, 1996, the Account also held investments in
sixteen real estate investment trusts (REITs), representing 4.95% of the
portfolio, commercial paper and corporate bonds, representing 5.12% of the
portfolio and short-term obligations of government agencies, representing 54.11%
of the portfolio.
Results of Operations-Year Ended December 31, 1996 Compared to
Period Ended December 31, 1995
- --------------------------------------------------------------
The Account's total net return was 8.33% for the year ended
December 31, 1996 and 2.57% for the six month period ended December 31, 1995.
The Account's performance in 1995 was lower for two reasons, first the Account
was operational for less than a full year in 1995 and its real estate
investments were made late in the period.
The Account's net investment income, after deduction of all
expenses, was $12,452,376 for the year ended December 31, 1996 and $2,640,397
for the six month period ended December 31, 1995, a 372% increase. This increase
was the result of a full year of operations coupled with a growing base of net
assets from December 31, 1995 to December 31, 1996. Total assets increased 198%
during that period. In addition, the Account had net realized and unrealized
gains (gross unrealized gains less gross unrealized losses) on investments of
$3,330,539 and $35,603 for the year ended December 31, 1996 and six month period
ended December 31, 1995, respectively. Net unrealized gains on real estate
properties occurred for the first time during 1996 and accounted for 30% of the
net change in unrealized appreciation for that period. Such gains and losses
resulted from the periodic revaluations of the Account's properties. The gains
were based, in part, on the fact that our experience operating the properties
provided us with better estimates of future income and expenses, and, in part,
on increasing prices for certain property types held by the Account.
The losses were based, in part, on slower re-leasing of space at
certain properties owned by the Account.
Net unrealized gains on marketable securities accounted for 70%
of the net change in unrealized appreciation for the year ended December 31,
1996 and 100% during the six month period ended December 31, 1995. The net
unrealized gains during both periods resulted primarily from price appreciation
of the shares of REIT stock owned by the Account.
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The Account's real estate holdings generated approximately 56%
and 4% of the Account's total investment income (before deducting Account
expenses) during the year ended December 31, 1996 and the six month period ended
December 31, 1995, respectively. The remaining 44% and 96%, respectively, of the
Account's total investment income was generated by marketable securities
investments. The Account's first real estate purchase was made on November 22,
1995, which explains the low percentage of real estate income in 1995. As the
Account approaches its goal of being approximately 70% to 80% invested in real
estate, future investment income is expected to be affected to a greater degree
by its real estate holdings. While the future performance of the Account's
investments cannot be predicted, assuming little change in current economic
conditions, this anticipated increase in real estate holdings is expected to
have a positive impact on the Account's total return.
Gross real estate rental income was $10,951,183 for the year
ended December 31, 1996 and $165,762 for the six month period ended December 31,
1995. As of December 31, 1995, the Account owned five properties, and, as of
December 31, 1996, the Account owned thirteen properties. This increase in the
number of properties owned by the Account was a major factor in the higher real
estate income for 1996. Interest income on the Account's short-and intermediate-
term investments for the year ended December 31, 1996 and the six month period
ended December 31, 1995 totaled $5,570,907 and $2,820,229, respectively. This
increase results from the threefold increase in the size of the Account during
1996 coupled with a full year of investing activity. Dividend income on the
Account's investments in REITs totaled $456,579 and $8,671, respectively, for
the same periods. Shares of REITs totaled 4.95% of the Account investments as of
year end 1996 and 0.37% as of year end 1995. This increased percentage and the
longer investing period accounted for the increased dividend income for 1996.
Total property level expenses for the year ended December 31,
1996 were $3,370,497, of which $1,254,163 was attributable to real estate taxes
and $2,116,334 represented operating expenses. Total property level expenses for
the six month period ended December 31, 1995 were $43,832 of which $14,659 was
attributable to real estate taxes and $29,173 was attributable to operating
expenses. Property level expenses increased in 1996 as a result of the increased
number of properties in the Account during 1996 and due to the fact that the
1995 amounts represent a six month period while 1996 represents a full year of
activity.
The Account also incurred expenses for the year ended December
31, 1996 and six month period ended December 31, 1995 of $642,042 and $227,531,
respectively, for investment advisory services provided by TIAA, $437,894 and
$66,320, respectively, for administrative and distribution services provided by
TIAA-
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CREF Individual and Institutional Services, Inc. and $75,860 and $16,582,
respectively, for the mortality and expense risks assumed and the liquidity
guarantee provided by TIAA. Such expenses increased in 1996 as a result of the
larger net asset base in the Account during 1996 and because the 1995 figures
were incurred for a six month period while the 1996 expenses represents a full
year of activity.
Liquidity and Capital Resources
- -------------------------------
On September 16, 1996, in accordance with a five-year repayment
schedule approved by the New York Insurance Department, TIAA began to redeem its
seed money accumulation units related to its initial $100 million seed money
investment. TIAA will continue to redeem a pro rata portion of the accumulation
units it holds over a 60 month period (16,666.667 units per month). As of
December 31, 1996, the Account had redeemed 66,667 accumulation units at
prevailing daily unit values, amounting to $7,294,134 in total redemption
payments to TIAA leaving it holding 933,333 units at year end 1996 with a value
of $103,703,507.
For the year and six month period ended December 31, 1996 and
1995, the Account earned $12,452,376 and $2,640,397, respectively, in net
investment income and received $242,175,188 and $17,606,693, respectively, for
the same periods in premiums and net participant transfers from other TIAA and
CREF accounts. Real estate properties costing $86,731,333 and $43,989,665 were
purchased during 1996 and 1995, respectively. At December 31, 1996 and 1995, the
Account's liquid assets (i.e., its REITs, short- and intermediate- term
investments, and government securities) had a value of $240,109,263 and
$74,389,356, respectively. It is anticipated that much of these liquid assets,
exclusive of the REITs, will be used by the Account to purchase additional
suitable real estate properties. The remaining liquid assets, exclusive of the
REITs, will continue to be primarily invested in marketable securities to meet
expense needs and redemption requests (e.g., cash withdrawals or transfers).
If the Account's liquid assets and its cash flow from operating
activities and participant transactions are not sufficient to meet its cash
needs, including redemption requests, TIAA's general account will purchase
liquidity units in accordance with TIAA's liquidity guarantee to the Account.
No major capital expenditures were made during 1996 for any of
the properties purchased through December 31, 1996. There is a small portion of
the leased space in the industrial and office properties and the neighborhood
shopping centers due to expire during 1997. The Account does not expect to incur
any extraordinary construction costs or leasing commissions in order to re-lease
that space. For the apartment complexes, the Account
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expects to incur only routine recurring costs, e.g., painting and carpet
cleaning and minor replacements to re-lease apartments that become vacant.
Effects of Inflation In recent years, inflation has been modest. To the extent
that inflation may increase property operating expenses in the future, it is
anticipated such increases will generally be billed to tenants either through
contractual lease provisions in office, industrial, and retail properties or
through rent increases in apartment complexes. However, to the extent there is
unrented space in a property, the Account may not be able to recover the full
amount of such increases in operating expenses.
VALUATION OF ASSETS
We value the Account's assets as of the close of each valuation
day. The Account's net asset value at the end of any valuation day is equal to
the sum of: (i) the value of the Account's cash, cash equivalents, and
short-term and other debt instruments; (ii) the value of any of the Account's
other securities investments; (iii) the value of the individual real properties
and other real estate-related investments owned by the Account, determined as
described below; and (iv) an estimate of the accrued net operating income earned
by the Account from real properties and certain other real estate-related
investments, reduced by the Account's liabilities, including the daily
investment management fee and certain other expenses attributable to operating
the Account (see "Expense Deductions," page 40).
Your premiums purchase accumulation units. The Account calculates
accumulation unit values daily. Accumulation unit value depends on the Account's
net investment income and any realized and unrealized capital gains or losses
from its investments. Your retirement income is based on annuity units. We
calculate annuity unit values for each year on March 31, but each month we also
calculate interim annuity unit values that remain in effect until the next March
31 (for more, see "Annuity Payments," page ). Beginning in mid-1997, we will
begin to calculate interim annuity unit values on each business day, as well as
on the last calendar day of each month. Beginning in late 1997, subject to
regulatory approval, we will begin to calculate separate annuity unit values for
use under the monthly revaluation method.
Our valuation procedures are described below. The independent
fiduciary approves these procedures and any changes to them (see page 28).
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Valuing Real Estate-Related Investments
- ---------------------------------------
Valuation Methods for Real Property. Individual real properties
including purchase-leasebacks and joint ventures will initially be valued at
their purchase prices. (Prices include all expenses related to purchase, such as
acquisition fees, legal fees and expenses, and other closing costs.) However, we
could use a different value in appropriate circumstances.
After this initial valuation, an independent appraiser will value
properties at least once a year. The independent fiduciary must approve all
independent appraisers that the Account hires. The independent fiduciary can
require additional appraisals if it believes that a property has changed
materially or otherwise to assure that the Account is valued correctly.
Quarterly, we will conduct an internal review of each of the
Account's properties. We'll adjust a valuation if we believe that the value of
the property has changed since the previous valuation. We'll continue to use the
revised value to calculate the Account's net asset value until the next review
or appraisal. However, we can adjust the value of a property in the interim to
reflect what we believe are actual changes in property value.
The Account's net asset value will include the current value of
any note receivable (an amount that someone else owes the Account) from selling
a real estate-related investment. We'll estimate the value of the note by
applying a discount rate appropriate to then-current market conditions.
Valuation Methods for Conventional Mortgages. Individual
mortgages will initially be valued at their face amount. Thereafter, quarterly,
we'll value the Account's fixed interest mortgage loans by discounting payments
of principal and interest to their present value (using a rate at which
commercial lenders would make similar mortgage loans of comparable maturity).
We'll also use this method for foreign mortgages with conventional terms.
We'll adjust mortgage values quarterly using this formula, unless we
believe that it's necessary to adjust them more frequently. We'll get
information about commercial lenders by surveying typical lending institutions
and from other sources.
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Valuation Methods for Participating Mortgages. Individual
mortgages will initially be valued at their face amount. Thereafter, quarterly,
we'll calculate the values of the Account's mortgage loans with participation
features. To do so we'll make various assumptions about occupancy rates, rental
rates, expense levels, capitalization rates upon sale, and other things. We'll
use these assumptions to project the cash flow from each investment over the
term of the loan, or sometimes over a shorter period. For these purposes, cash
flow includes fixed interest, the participation feature, and any anticipated
share in sale proceeds. To calculate asset value, we'll assume that the real
property underlying each investment will be sold at the end of the period used
in the valuation at a price based on market assumptions for the time of the
projected sale. Although we use this time period to calculate asset values, it
doesn't mean that the Account will actually hold the investment for that period.
We chose it simply as a frame of reference for estimating asset values.
After we calculate estimated cash flows and sale proceeds, we
discount them to their present value (using rates appropriate to then-current
market conditions). We can then estimate the value of the mortgage.
Net Operating Income. The Account usually receives operating
income from its real properties and other real estate- related investments
intermittently, not daily. We believe it is fairer to participants to estimate
the Account's net operating income rather than applying it when we actually
receive it. Therefore, we assume that the Account has earned (accrued) a
proportionate amount of that estimated amount daily. However, because these
estimates might not turn out to be accurate, you bear the risk that, until we
adjust the estimates, we could be under- or overvaluing the Account.
The Account's estimated net operating income from real estate
assets will be based on estimates of revenues and expenses for each property.
Every year, we'll prepare a month-by-month estimate of the revenues and expenses
("estimated net operating income") for each of the Account's properties. Each
day, we'll add the appropriate fraction of the estimated net operating income
for the month to the Account's net asset value, as determined above. In effect,
the Account will have a daily accrued receivable equal to the estimated net
operating income from each of its properties.
Every month, the Account will receive a report of actual
operating results for each property ("actual net operating income"). We will
then recognize the actual net operating income on the accounting records of the
Account. We will also adjust accordingly the daily accrued receivable that is
then outstanding. As the Account actually receives cash from a
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property, we'll adjust the daily accrued receivable and other
accounts appropriately.
Appraisals and Realizable Value of Investments
- ----------------------------------------------
The Account's net asset value won't necessarily reflect the true
or realizable value of the Account's assets (i.e., what the Account would get if
it sold them). We believe that we use reasonable assumptions, estimates, and
formulas to calculate the values of the Account's investments. However, we can't
guarantee the Account will receive that amount when it sells a property. We also
expect that the Account will sell some of its real properties for cash and notes
(i.e., promises to pay in the future), rather than cash alone. In the future,
the amount of the note could be greater or less than the amount of the cash.
TIAA will use annual independent appraisals of the real
properties in calculating asset values. However, appraisals are only estimates
and don't necessarily reflect an investment's true or realizable value. If
necessary, TIAA will have properties appraised more frequently than currently
planned.
Adjustments. We can adjust the values of an investment if we
believe events or market conditions have increased or decreased the realizable
value of that investment. We might do so, for example, if an event directly
affects a property or its surrounding area. We could also make adjustments for
events that affect a borrower's or lessee's ability to make payments on a
mortgage loan or leaseback. We can't assure that we will always become aware of
each event that might require a valuation adjustment. Also, because our
evaluation is based on subjective factors and interpretations, we cannot assure
you that we will make adjustments in all cases where changing conditions could
affect the value of the real property investments, mortgage loans, or
leasebacks.
The independent fiduciary will approve any adjustments to any
valuation of one or more properties which results in an increase or decrease of:
(1) more than 6% of the value of any of the Account's properties since the last
independent annual appraisal; (2) more than 2% in the value of the Account since
the prior month; or (3) more than 4% in the value of the Account within any
quarter. The independent fiduciary will also approve adjustments to any property
valuation that are made within three months of the annual independent appraisal.
Right to Change Valuation Methods. If we decide that a different
valuation method would reflect the value of an investment more accurately, we
may use that method if the independent fiduciary consents. Changes in TIAA's
valuation methods could change the Account's net asset value. This, in turn,
could change the values at which participants purchase or redeem Account
interests.
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Valuing Liquid Investments
- --------------------------
Debt Securities and Money Market Instruments. We value
fixed-income securities (including money market instruments) for which market
quotations are readily available at the most recent bid price or the equivalent
quoted yield for those securities (or those of comparable maturity, quality, and
type). We obtain values for money market instruments with maturities of one year
or less either from one or more of the major market makers for those securities
or from one or more financial information services. We use an independent
pricing service to value securities with maturities longer than one year except
when we believe prices do not accurately reflect the fair value of these
securities.
Equity Securities. We value equity securities listed or traded on
the New York Stock Exchange or the American Stock Exchange at their last sale
price on the valuation day. If no sale is reported that day, we use the mean of
the closing bid and asked prices. Equity securities listed or traded on any
other exchange are valued in a comparable manner on the principal exchange where
traded.
We value equity securities traded on the NASDAQ Stock Market's
National Market at their last sale price on the valuation day. If no sale is
reported that day, we use the mean of the closing bid and asked prices. Other
U.S. over-the-counter equity securities are valued at the mean of the closing
bid and asked prices.
Foreign Securities. To value investments traded on a foreign
exchange or in foreign markets, we use their closing values under the generally
accepted valuation method in the country where traded, as of the valuation date.
We convert this to U.S. dollars at the exchange rate in effect on the valuation
day.
Investments Lacking Current Market Quotations. We value
securities or other assets for which market quotations are not readily available
at fair value as determined in good faith under the direction of the Investment
Committee of TIAA's Board of Trustees and in accordance with the
responsibilities of TIAA's Board as a whole.
MANAGEMENT AND INVESTMENT ADVISORY ARRANGEMENTS
The Account doesn't have its own management or board of
directors. Rather, TIAA employees, under the direction and control of TIAA's
Board of Trustees and its Investment Committee, manage the investment and
reinvestment of the Account's assets pursuant to investment management
procedures adopted by TIAA for the Account. You don't have the right to vote on
the management
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and operation of the Account directly; however, you may send ballots to advise
the TIAA Board of Overseers about voting for nominees for the TIAA Board of
Trustees.
TIAA's investment management responsibilities include research
and recommending and placing orders for securities, real estate-related
investments, and other investments. TIAA's investment management decisions for
the Account may be subject to review and approval by the Account's independent
fiduciary (see page 28).
TIAA also provides all portfolio accounting, custodial, and
related services for the Account. In performing these services, TIAA employees
will act consistent with the Account's investment objective, policies, and
restrictions (see page 13).
TIAA provides all services to the Account at cost. For more about
the charge for investment management services, see "Investment Management
Expense Deduction," below.
For information about the Trustees and principal executive
officers of TIAA, see Appendix B to this prospectus.
EXPENSE DEDUCTIONS
Deductions are made each valuation day from the net assets of the
Account for various services required to manage investments, administer the
Account and the contracts, and to cover certain risks borne by TIAA. Services
are performed at cost by TIAA and TIAA-CREF Individual & Institutional Services,
Inc. ("Services"), a non-profit subsidiary of TIAA. Because services are
provided at cost, we expect that expense deductions will be relatively low. TIAA
guarantees that in the aggregate, the expense charges will never be more than
2.50% of average net assets per year.
Investment Management Expense Deduction
- ---------------------------------------
This deduction is for TIAA's investment advice, portfolio
accounting, and custodial and similar services, including independent fiduciary
and appraisal services. The current daily deduction is equivalent to 0.28% of
net assets annually.
Administrative and Distribution Expense Deduction
- -------------------------------------------------
This deduction is for Services' administrative expenses, such as
allocating premiums and paying annuity income, and for expenses related to the
distribution of the contracts. The current daily deduction for the Account is
equivalent to 0.23% of net assets annually, of which 0.20% is for administrative
services and 0.03% is for distribution services.
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Mortality and Expense Risk Deduction
- ------------------------------------
TIAA imposes a daily charge as compensation for bearing certain
mortality and expense risks. The current daily deduction is equal to 0.06% of
net assets annually. TIAA computes the actual mortality and expense risk charge
it deducts as a percentage of the Account's net assets, less seed money invested
by TIAA. Accumulations and annuity payments aren't affected by changes in actual
mortality experience or by TIAA's actual expenses.
Liquidity Guarantee Deduction
- -----------------------------
This deduction is for TIAA's liquidity guarantees. The current
daily deduction for the Account is equivalent to 0.03% of net assets annually.
TIAA computes the actual liquidity expense it charges the Account as a
percentage of the Account's real estate assets, less seed money invested by
TIAA.
Quarterly Adjustment
- --------------------
Normally within 30 days after the end of every quarter, we
reconcile how much we deducted as discussed above with the expenses the Account
actually incurred. If there's a difference, we add it to or deduct it from the
Account in equal daily installments over the remaining days in the quarter.
TIAA's board can revise the deduction rates from time to time to keep deductions
as close as possible to actual expenses.
No Deductions from Premiums or on Withdrawals
- ---------------------------------------------
Currently there are no expense deductions from your premiums or
amounts you withdraw in cash, although TIAA reserves the right to deduct
expenses in the future.
Brokerage Fees and Related Transaction Expenses
- -----------------------------------------------
Brokers' commissions, transfer taxes, and other portfolio fees
are charged directly to the Real Estate Account.
THE ANNUITY CONTRACTS
TIAA offers the Real Estate Account as a variable component of a
number of different accumulating annuity contracts: a Retirement Annuity ("RA");
a Group Retirement Annuity ("GRA"); a Supplemental Retirement Annuity ("SRA"); a
Group Supplemental Retirement Annuity ("GSRA"); and a Rollover Individual
Retirement Annuity ("Rollover IRA"). Subject to regulatory approval, we plan to
offer an Individual Retirement Annuity that accepts both direct contributions
and rollovers (the "New IRA") and a Keogh Plan Annuity ("Keogh"). (We refer to
the Rollover IRA and New IRA collectively as the "IRAs".) The
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availability of the Account under the contracts also may be
subject to state regulatory approval.
RAs, SRAs, IRAs, and Keoghs are issued to you directly. GRAs and
GSRAs are issued under the terms of a group contract. Neither you nor your
beneficiaries can assign your ownership of a TIAA contract to anyone else,
except as a result of a qualified domestic relations order as defined by the
IRC. Currently TIAA makes no deductions from your premiums, but we reserve the
right to do so in the future.
TIAA also offers the Real Estate Account through various types of
income-paying contracts. These are described beginning on page 53. In addition,
the Account may be available under certain unallocated TIAA group annuity
contracts issued to employers.
Right to Cancel Contract
- ------------------------
You can cancel any TIAA RA, SRA, GSRA, IRA or Keogh contract up
to 30 days after you first receive it, unless it's one under which annuity
payments have begun. This right to cancel applies only if you don't already have
an existing TIAA contract, not simply if you're receiving a Real Estate Account
contract rider for the first time. To cancel a contract, mail or deliver it and
a signed Notice of Cancellation to TIAA's home office. If asked to cancel the
contract, TIAA will do so as of its date of issue, then send the entire current
accumulation, including premiums, deductions (if any), and investment gains or
losses, back to the premium remitter (although in some states we are required to
send back your entire premium and any deductions, without accounting for any
interim investment results). If you're considering canceling a TIAA contract,
consult your employer.
RA and GRA Contracts
- --------------------
RA and GRA contracts are used mainly for employer-sponsored
retirement plans set up under sections 401(a), 403(a) and 403(b) of the IRC
(and, in limited cases, other types of employer-sponsored plans). Your rights
under these contracts may be subject to vesting requirements under your
employer's plan. Occasionally we issue RA or GRA contracts to employers to meet
deferred compensation obligations. If you have a deferred compensation
agreement, ask your employer about your rights and obligations.
Depending on the terms of your plan, RA premiums can be paid by
your employer, you, or both. If your RA premiums include contributions by both
you and your employer, the employer usually remits them in a single combined
payment. If you're paying some or all of the periodic premium, your
contributions can be in either pre-tax dollars, by salary reduction (i.e., your
employer
- 42 -
<PAGE>
periodically reduces your taxable compensation by a specified sum, and sends an
equal amount to TIAA); or after-tax dollars, by payroll deduction -- in either
case, subject to your employer's plan. For RAs only, you can make single,
non-recurring contributions in any amount directly to TIAA.
GRA premiums can also include contributions from your employer or
both you and your employer. Like an RA, the GRA lets you make pre-tax
contributions by salary reduction and after-tax contributions by payroll
deduction -- again subject to your employer's plan. You can't make payments
directly; your employer has to send them for you. You can also transfer
accumulations from another investment choice under your employer's retirement
plan to your RA or GRA contract (see page 48).
SRA and GSRA Contracts
- ----------------------
SRA and GSRA contracts are used mainly for voluntary tax-deferred
annuity ("TDA") plans set up under section 403(b) of the IRC. The GSRA may also
be used for IRC Section 401(k) plans. The SRA contract is issued directly to
you, while the GSRA contract is issued to you in the form of individually owned
certificates in accordance with an agreement between TIAA and your employer. For
both SRAs and GSRAs, you pay all premiums in pre-tax dollars via salary
reduction. You can't pay premiums directly, though you can transfer amounts from
another TDA plan (see below).
Rollover IRA Contracts
- ----------------------
TIAA's Rollover Individual Retirement Annuity ("Rollover IRA") is
issued under IRC section 408(b). You currently can use it only for tax-deferred
funds previously held in an eligible institution's retirement plan or in
individual retirement accounts that were themselves set up with amounts
originally in an eligible institution-sponsored plan. Subject to regulatory
approval, we expect to expand eligibility, so that you or your spouse can also
set up a Rollover IRA with funds rolled over from any retirement plan or
individual retirement account, as long as such a rollover is permitted by the
IRC and as long as you are currently employed by or retired from an eligible
institution.
New IRA Contracts
- -----------------
We plan to issue, subject to regulatory approval, a New IRA
contract that accepts the same type of funds that the Rollover IRA currently
accepts, the funds it would accept under the expanded eligibility just
described, as well as other types of funds. These are:
(1) Direct payments from anyone employed by an eligible
institution or married to an employee. The IRC limits
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<PAGE>
the amount you can contribute, usually to $2,000. See Federal
Income Taxes, page 63.
(2) Contributions to a Simplified Employee Pension (SEP) plan.
You can use the New IRA to fund your SEP plan if you have income from
self-employment and you're currently employed by or retired from an eligible
institution. If you open your IRA when you are retired, or if you have a SEP
plan, your contributions must be from "qualified income". Qualified income is
income from a work related to your primary academic or research career. You can
also use the IRA to accept contributions from an eligible institution's SEP
plan. For more information, please contact TIAA.
Keogh Plan Contracts
- --------------------
Subject to regulatory approval, we expect to offer Keogh
certificates. They will be issued under IRC sections 401(a) and 403(a). If you
own an unincorporated business, you can use them to fund your Keogh plan if you
are currently employed by or retired from an eligible institution. The IRC
limits the amount you can contribute each year, and contributions must be from
qualified income (see above). See Federal Income Taxes, page 62.
Remitting Premiums
- ------------------
We'll issue you a TIAA contract as soon as we receive your
completed application or enrollment form. If you already have a TIAA contract,
you will receive a rider permitting you to allocate premiums to the Real Estate
Account. You may remit premiums to the Account under RAs, GRAs, or GSRAs only if
permitted under your employer's plan. Your premiums will be credited to the Real
Estate Account as of the business day we receive them.
If we receive premiums from your employer before your application
or enrollment form, we'll credit the premiums to the CREF Money Market Account
until we receive your form. We'll transfer and credit the amount you've
specified to the Real Estate Account as of the business day we receive your
completed application or enrollment form.
If the allocation instructions on your application or enrollment
form are incomplete, violate plan restrictions, or don't total 100%, we'll
credit your premiums to the CREF Money Market Account until we do receive
complete instructions. Any amounts that we credited to the CREF Money Market
Account before we received correct instructions will be transferred to the Real
Estate Account only on request, and will be credited as of the business day we
receive that request.
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<PAGE>
TIAA doesn't restrict the amount or frequency of premiums to your
RA, GRA, and IRA contracts, although we reserve the right to impose restrictions
in the future. Your employer's retirement plan may limit your premium amounts,
while the IRC limits the total annual premiums to plans qualified for favorable
tax treatment (see page 62).
Ordinarily (subject to any temporary restriction on acceptance of
premiums and transfers, described below), TIAA will accept premiums to an
accumulating contract at any time. Once your first premium has been paid, your
TIAA contract can't lapse or be forfeited for nonpayment of premiums. However,
TIAA can stop accepting future payments to both the GRA and GSRA contract at any
time.
Employees or retirees of eligible institutions can also purchase
at any time a contract to begin receiving annuity income starting the first day
of the following month.
Possible Restrictions on Acceptance of Premiums and Transfers
- -------------------------------------------------------------
From time to time we may stop accepting premiums for and/or
transfers into the Account. We might do so if, for example, we can't find enough
appropriate real estate-related investment opportunities at a particular time.
Whenever reasonably possible, we will notify you before we decide to restrict
premiums and/or transfers. However, because we may need to respond quickly to
changing market conditions, we reserve the right to stop accepting premiums
and/or transfers at any time without prior notice.
If we decide to stop accepting premiums into the Account, amounts
that would otherwise be allocated to the Account will be allocated to the CREF
Money Market Account instead, unless you give us other allocation instructions.
We will not transfer these amounts out of the CREF Money Market Account when the
restriction period is over, unless you request that we do so. However, we will
resume allocating premiums to the Account on the date we remove the
restrictions.
Allocation of Premiums
- ----------------------
You can allocate all or part (whole percentages) of your premiums
to the Real Estate Account. Allocations are subject to the terms of your
employer's plan. TIAA reserves the right to refuse to allocate premiums where
the allocation is not consistent with an employer's plan. Amounts can also be
allocated to TIAA's traditional annuity or one or more of the investment
accounts offered under the companion variable annuity certificates issued by
CREF.
- 45 -
<PAGE>
You can change your allocation for future premiums at any time by
writing to our home office or calling 1 800 842-2252; however, we reserve the
right to suspend or terminate your right to change your allocation by telephone.
Accumulation Units
- ------------------
Your premiums purchase accumulation units. When you pay premiums
or make transfers into the Account, the number of your units will increase; when
you take a cash withdrawal, transfer from the Account, or apply funds to begin
annuity income, the number of your units will decrease. We calculate how many
accumulation units to credit by dividing the amount allocated to the Account by
its accumulation unit value for the business day when we received your premium.
To determine how many accumulation units to subtract for cash withdrawals and
transfers, we use the unit value for the business day when we receive your
completed transaction request and all required information and documents (unless
you ask for a later date). For amounts applied to begin annuity income or death
benefits, the accumulation unit value will be the one for the last valuation day
prior to your annuity starting date. See "The Annuity Period," page 51, and
"Death Benefits," page 55.
The value of the accumulation units reflects the Account's
investment experience (i.e., its accrued real estate net operating income,
dividends, interest and other income accrued), realized and unrealized capital
gains and losses, as well as expense charges against the Account's assets (see
page 40). We calculate the accumulation unit values at the end of each valuation
day. To do that, we multiply the previous day's values by the net investment
factor for the Account. The net investment factor is calculated as A divided by
B, where A and B are defined as:
A. The value of the Account's net assets at the end of the
current valuation period, less premiums received during
the current valuation period.
B. The value of the Account's net assets at the end of the
previous valuation period, plus the net effect of
transactions made at the start of the current valuation
period.
The valuation of accumulation units will be reviewed and approved
by the independent fiduciary (see page 28).
- 46 -
<PAGE>
The General Account and TIAA's Traditional Annuity
- --------------------------------------------------
This prospectus provides information mainly about the Real Estate
Account, your TIAA contract's variable component. Premiums remitted under your
TIAA contract to TIAA's traditional annuity become part of the general account
of TIAA, which includes all TIAA assets, except those in the Real Estate Account
or any other TIAA separate investment account. Unlike an investment in the Real
Estate Account, in which you bear the investment risk, TIAA bears the full
investment risk for all accumulations in TIAA's traditional annuity. For more
about TIAA's traditional annuity, see the contract itself.
Transfers Between the Real Estate Account and TIAA's Traditional
- ----------------------------------------------------------------
Annuity or CREF
- ---------------
Subject to the conditions below, you can transfer some or all of
your accumulation in the Real Estate Account to TIAA's traditional annuity or to
a CREF certificate once a calendar month. Transfers generally must be for at
least $1,000 at a time (or the entire part of your accumulation permitted to be
withdrawn, if less). (This minimum doesn't apply to transfers to the TIAA
Retirement Loan Contract.) Under RAs, GRAs, and GSRAs, transfers to certain CREF
accounts may be restricted by your plan. For more information, contact TIAA (see
page 67).
You can also transfer some or all of your accumulation in TIAA's
traditional annuity or in your CREF certificate to the Real Estate Account
(although your employer's plan may restrict your right to transfer any
accumulations to the Real Estate Account under RA, GRA, and GSRA contracts).
These transfers generally must be for at least $1,000 per account at a time.
Transfers from TIAA's traditional annuity to the Real Estate Account under RA
and GRA contracts take place in roughly equal installments over a ten-year
period via a TIAA transfer payout annuity, or "TPA". There are no similar
restrictions on transfers from TIAA's traditional annuity under SRA, GSRA, or
IRA contracts, as long as you are transferring at least $1,000 at a time.
Because excessive transfer activity can hurt Account performance
and other participants, we reserve the right to further limit transfer frequency
or otherwise modify the transfer privilege in the future. You can also transfer
on a limited basis during the annuity period (see page 52). Currently, we don't
charge you for transfers to CREF or to TIAA's traditional annuity.
- 47 -
<PAGE>
Transfers to Other Companies and Cash Withdrawals from the Real
- ---------------------------------------------------------------
Estate Account
- --------------
If you have a TIAA RA, GRA, or GSRA contract, your ability to
move funds from the Real Estate Account to a company other than TIAA or CREF
will depend upon the terms of your employer's plan. If the plan permits, you can
move some or all of your accumulation to any company approved by your employer.
Under a TIAA SRA or IRA contract, however, you may transfer funds from the Real
Estate Account to any company without similar plan limitations. If you do
transfer some or all of your accumulation to another company, you bear the risk
of the investment and tax consequences of your decision.
Cash withdrawals from your SRA, GSRA, or IRA Real Estate Account
accumulation may be made at any time during the accumulation period, subject to
any tax law restrictions. Cash withdrawals from your RA or GRA Real Estate
Account accumulation may be limited by the terms of your employer's plan. Cash
withdrawals usually must be for at least $1,000 (or the entire part of your
accumulation permitted to be withdrawn, if less). For more information, see
"General Considerations for all Cash Withdrawals and Transfers," page 49, "Tax
Issues," page 49 and "Federal Income Taxes," page 62.
Currently, TIAA does not charge you for transfers to other
companies or for cash withdrawals.
Rules on transfers and cash withdrawals vary depending on an
institution's plan, so consult your past, current and potential future
employer(s) for more detailed information.
Systematic Withdrawals and Transfers
- ------------------------------------
You can arrange to have TIAA execute withdrawals and transfers
for you automatically. At your request, we will withdraw from your accumulation
as cash, or transfer to TIAA's traditional annuity, a CREF certificate, or
another company, any fixed number of accumulation units or dollar amount or
percentage of accumulation that you specify until you tell us to stop or until
your accumulation is exhausted. Currently, the initial amount must be at least
$100. The availability of the service is subject to any restrictions in your
employer's retirement plan.
Transfers to TIAA from Other Plans
- ----------------------------------
Ordinarily you can make single-sum transfers from another 403(b)
retirement plan to a TIAA contract. Likewise, if your TIAA contract is part of a
401(a) or 403(a) arrangement, you can make single-sum transfers to it from other
401(a) or 403(a) plans if the plan using TIAA and the other 401(a) or 403(a)
plan so provide. Amounts transferred from another company to TIAA may
- 48 -
<PAGE>
still be subject to provisions of the original retirement plan. Under current
federal tax law, you can also transfer funds from certain 401(a), 403(a), and
403(b) plans, or from an IRA containing funds originally contributed to such
plans, to a TIAA IRA.
General Considerations for All Cash Withdrawals and Transfers
- -------------------------------------------------------------
Current federal tax law restricts the availability of cash
withdrawals from any part of your accumulation under voluntary salary reduction
agreements (including investment earnings, if any). If your salary reduction
contributions are made to a 403(b) annuity, these withdrawal restrictions apply
only to amounts (and earnings, if any) credited after December 31, 1988. Such
withdrawals are generally available only if you reach age 59-1/2, leave your
job, become disabled, or die. Withdrawals of elective deferral amounts may also
be permitted if your employer's plan is a 401(k) plan and your employer
terminates the plan. If permitted by your employer's plan, you may also be able
to take a cash withdrawal if you encounter hardship, as defined by the IRS, but
hardship withdrawals can be from contributions only, not investment earnings.
These restrictions don't apply to withdrawals from any IRA. For more about tax
consequences, see "Tax Issues" below and page 62.
You can tell us how much you want to transfer or withdraw in
dollars, accumulation units, or as a percentage of the accumulation in the Real
Estate Account. Ordinarily, you can't transfer or withdraw any part of an
accumulation from which you've already begun receiving annuity income.
Cash withdrawals and transfers are effective at the end of the
business day we receive your withdrawal or transfer request and any required
information and documentation. You can instead choose to have transfers and
withdrawals 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. You can request a transfer to CREF or TIAA's traditional annuity by
telephone. If you do that at any time other than during a business day, it will
be effective at the close of the next business day. Transfers to TIAA's
traditional annuity begin participating on the next day.
To request a transfer, write to TIAA's home office or call us at
1 800 842-2252. We reserve the right to suspend or terminate your right to make
transfers by telephone. For more about telephone transfers, see page 66.
Tax Issues
- ----------
Make sure you understand the possible federal and other income
tax consequences of transfers and cash distributions. Transfers between
retirement plans set up under the same section of the IRC aren't ordinarily
considered taxable distributions;
- 49 -
<PAGE>
nor are transfers from 401(a), 403(a), and 403(b) plans to any TIAA IRA. Cash
withdrawals are usually taxed at the rates for ordinary income. They may also
subject you to early-distribution and/or excess-distribution taxes as well,
although these excess- distribution taxes do not apply in 1997, 1998 and 1999
pursuant to recently enacted legislation. (Note that different rules may apply
to residents of Puerto Rico.) For details, see "Federal Income Taxes," page 62.
Texas ORP Restrictions
- ----------------------
If you're in the Texas Optional Retirement Program, section 36.15
of the Texas Education Code says you (or your beneficiary) can redeem some or
all of your accumulation only if you retire, die, or leave your job in the
state's public institutions of higher education. You're also subject to other
distribution restrictions outlined elsewhere in this prospectus.
Spousal Rights
- --------------
If you're married, the Retirement Equity Act of 1984 ("REACT") or
your employer's plan may require you to get advance written consent from your
spouse before certain transactions. They include (1) a cash withdrawal (except
from most IRAs); (2) a payment of a retirement transition benefit (see page 55);
(3) a transfer to a retirement plan not covered by ERISA; and (4) a rollover
directly from a plan to another plan or an IRA (you don't receive a check). In
addition, if you're married at your annuity starting date, REACT or your
employer's plan may require that you choose an income option that provides
survivor annuity income to your spouse, unless he or she waives that right in
writing (see "The Annuity Period," page 51). There are limited exceptions to the
waiver requirement -- contact TIAA for more information.
For more on spousal rights, see "Death Benefits," page 55.
Portability of Benefits
- -----------------------
Once you're fully vested under your employer's RA or GRA plan,
you can't lose the benefits you've earned. Length-of- service and other rules
vary considerably from plan to plan, so check with your employer to find out
your vesting status. Benefits under SRAs, GSRAs, and IRAs are immediately vested
and can't be forfeited under any circumstances.
Under RA contracts, you may also be able to continue paying
premiums on your own, subject to federal income tax limits (see page 62).
Whether or not we're receiving premiums to your contract(s), your accumulation
will go on participating in the Real Estate Account. You'll retain all rights
under your
- 50 -
<PAGE>
contract until you apply your entire accumulation to begin annuity (or survivor)
benefits, transfer it to another company, or take it as a cash withdrawal.
The Annuity Period
- ------------------
The Real Estate Account is available (subject to regulatory
approval) through a variety of income options. See "Income Options," on page 53.
Subject to certain federal tax law restrictions, you can receive income from all
or just a part (but not less than $10,000) of your accumulation, so it's
possible for you to be both accumulating and receiving retirement benefits at
the same time. You can also pick a different income option for different
portions (but not less than $10,000) of your accumulation, but once you've
started payments you can't change your income option (except if you picked the
Minimum Distribution Option annuity) or annuity partner (if you named one) for
that payment stream.
Usually income payments are monthly. You can choose quarterly,
semi-annual, and annual payments as well. TIAA has the right to not make
payments at any interval that would cause the initial payment to be less than
$25.
The value of the accumulation upon which payments are based will
be set at the end of the last Valuation Day before your annuity starting date.
Under the annual revaluation method (the method used for all annuity payments as
of the effective date of this prospectus), your payments will vary each year
according to the investment results during the prior year. We plan to offer (in
late 1997, subject to regulatory approval) another payment method, the monthly
revaluation method. Under the monthly revaluation method, your payments will
change every month according to the investment results during the prior month.
For the formulas used to calculate the amount of TIAA annuity payments, see page
58. The total value of your annuity payments may be more or less than your total
premium.
We'll send your payments by mail to your home address or (on your
request) by mail or electronic funds transfer to your bank. If the address or
bank where you want your payments sent changes, it's your responsibility to let
us know.
Annuity Starting Date
- ---------------------
Generally you pick an annuity starting date when you first apply
for a TIAA contract. If you don't, we'll tentatively assume your annuity
starting date will be the first day of the month after your 65th birthday. You
can change your annuity starting date at any time prior to the day before that
annuity starting date (see page 66). The latest annuity starting date for your
accumulation is the April 1 following whichever comes
- 51 -
<PAGE>
later: (1) the calendar year when you reach age 70 1/2, or (2) the calendar year
when you're no longer working for the eligible employer. For IRAs, a pay-out
that meets the minimum distribution rules must begin by April 1 of the calendar
year following the calendar year you reach age 70 1/2. However, you can't begin
an income option that is contingent on your life after you turn 90.
Ordinarily, annuity payments begin when your annuity starting
date arrives; however, the terms of your employer's plan can restrict when you
can begin retirement income. For payments to begin on the annuity starting date,
we must have received all premiums due under your plan, as well as all
information and documentation necessary for the income option you've picked.
(For more information, contact TIAA -- see page 67.) If we haven't received all
your premiums and the necessary information, we'll defer your annuity starting
date until the first day of the month after the premiums and information have
reached us. Your first annuity check may be delayed while we process your choice
of income options and calculate the amount of your initial payment.
Starting in the second half of 1997, subject to regulatory
approval, we may begin annuity payments on the date you have chosen, (assuming
we've received all applicable information and documentation) even if we haven't
received all premiums due under your retirement plan. The premiums received
within seventy days after payments begin may be used to provide additional
annuity income.
Allocation and Transfer for Annuity Payments
- --------------------------------------------
Before starting payments from your accumulation, you can transfer
(at least $1,000 or the entire accumulation, if less) to TIAA's traditional
annuity or to CREF (subject to the terms of your retirement plan) on either an
accumulating or income-paying basis. Under RA, GSRA, and GRA contracts, you can
transfer to investment vehicles offered by other companies approved for your
employer's plan. Under the SRA and IRA contracts, there are no restrictions on
transfers to other companies, but be sure to consider the federal and other
income tax consequences of the transaction.
Transfers During the Annuity Period
- -----------------------------------
Once a year after you begin receiving annuity income, you can
transfer all or part of the future annuity income payable (i) from the Real
Estate Account into a "comparable annuity" (see below) payable from a CREF
account or TIAA's traditional annuity, or (ii) from a CREF account into a
comparable annuity payable from the Real Estate Account. Comparable annuities
are those which are payable under the same income option, and have the same
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<PAGE>
first and second annuitant (if any), remaining guaranteed period (if any), and
payment mode.
All transfers during the annuity period will take place on March
31. We must receive your transfer request before the end of the last business
day in March of the year you want the transfer to occur. A transfer from a CREF
account to the Real Estate Account or vice versa will affect your annuity
payments beginning May 1 following the effective date of the transfer. We plan
to allow (in late 1997, subject to regulatory approval) one transfer each
calendar quarter, on any business day. A transfer will be effective on the
business day we receive your request. You can instead 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 of
annually revalued units will affect your annuity payments beginning on the May 1
following the March 31 on or after the effective date of the transfer. Transfers
of monthly revalued units will affect your annuity payments beginning with the
first payment due after the payment valuation date (see page 58) on or after the
effective date of the transfer. Transfers into TIAA's traditional annuity will
be effective with the first payment due after the payment valuation date on or
after the effective date of the transfer.
Income Options
- --------------
Both the number of annuity units you purchase and the amount of
your income payments will depend on which income option(s) you pick. Your
employer's plan, the IRC and ERISA may limit which income options you can use to
receive income from an RA or GRA. You can't begin an income option that is
contingent on your life after you turn 90. Ordinarily you'll choose your income
option(s) just before you want payments to begin; however, you can make or
change your choice(s) at any time before your annuity starting date. Once
annuity payments start, you can't change the income option (except in the case
of the Minimum Distribution Option annuity, see page 54) for the accumulation or
fraction of accumulation on which they're based.
If you haven't picked an income option when the annuity starting
date arrives for your RA, GRA, SRA, or GSRA, TIAA will assume you want the
One-Life Annuity with 10-Year Guaranteed Period if you're unmarried, paid from
TIAA's traditional annuity. If you're married, we may assume for you a Survivor
Annuity with Half-Benefit to Annuity Partner and 10-Year Guaranteed Period, with
your spouse as your annuity partner, paid from TIAA's traditional annuity. See
below and "Spousal Rights," page 50.
If you haven't picked an income option when the annuity starting
date arrives for your IRA, we may assume you want the Minimum Distribution
Option annuity.
- 53 -
<PAGE>
All Real Estate Account income options are variable, and the
amount of income you receive will depend in part on the number and value of your
accumulation units being converted.
The current options are:
One-Life Annuity with or without Guaranteed Period (a One-Life
Annuity). Pays income as long as you live. If you opt for a guaranteed period
and you die 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 would be possible, for example, for you
to receive only one payment if you died less than a month after your income
started.
Annuity for a Fixed Period. (We expect to make this
available late in 1997.) Payout for any period you choose from 5
to 30 years.
Survivor Annuity Options. Pays income to you as long as you live,
then continues at either the same or a reduced level for the life of your
annuity partner. There are three types of survivor annuity options, all
available with or without a guaranteed period -- Full Benefit to Survivor (a
Last Survivor Life Annuity), Two-Thirds Benefit to Survivor (a Joint and
Survivor Life Annuity), and a Half-Benefit to Annuity Partner (a Last Survivor
Life Annuity).
Minimum Distribution Option ("MDO") Annuity. Generally available
only if you must begin annuity payments under the IRC minimum distribution
requirements (see page 65). The option pays an amount designed to fulfill the
distribution requirements under federal tax law. You must apply your entire
accumulation under a contract if you want to use the MDO annuity. Some employer
plans allow you to elect this option earlier -- contact TIAA for more
information. See "Contacting TIAA," page 67.
Under the MDO annuity, it's possible you won't receive income for
life. Up to age 90, you can apply any remaining part of an accumulation applied
to the MDO annuity to any other income option for which you're eligible. Using
the option won't affect your right to take a cash withdrawal of any remaining
accumulation not yet distributed.
With respect to any of the income options described above,
current federal tax law says that your guaranteed period can't exceed the joint
life expectancy of you and your beneficiary or annuity partner (if you have
one).
Other income options may become available in the future, subject
to the terms of your retirement plan and relevant
- 54 -
<PAGE>
federal and state laws. For more information about any annuity
option, please contact TIAA. See "Contacting TIAA," page 67.
Retirement Transition Benefit. Under TIAA's current practice, and
if your employer's plan allows, you may be able to get a "transition benefit" of
up to 10% of the value of any part of an RA or GRA accumulation being converted
to annuity income. The benefit is paid in a single sum on the annuity starting
date. Of course, if your employer's plan allows cash withdrawals, you can take a
larger amount (up to 100%) of your accumulation in the Real Estate Account as a
cash payment (see page 48).
Keep in mind that the retirement transition benefit will be
subject to current federal income tax requirements and possible
early-distribution penalties. See "Federal Income Taxes," page 62, as well as
"Spousal Rights," page 50.
Death Benefits
- --------------
You can add, remove, or change a beneficiary at any time before
you die, although under certain circumstances you may need your spouse's written
consent. Under a survivor annuity option, your annuity partner can change the
beneficiary after you die, unless you've stipulated otherwise.
You can choose in advance the method by which death benefits
should be paid, or you can leave it up to your beneficiaries. You can later
change the method of payment you've chosen, and you can stipulate that your
beneficiary not change the method you've specified in advance. (To choose,
change, or restrict the method by which death benefits are to be paid, you or
your beneficiary has to notify us in writing.) We can require that any death
benefit be paid under a method that provides an initial monthly payment of at
least $25. (We'll calculate the actual amount using formulas you can find on
page 58.) You or your beneficiary can use more than one method of payment, but
each has to meet the same $25 minimum payment requirement. Once death benefits
start under a lifetime annuity (see above), the method of payment can't be
changed.
Ordinarily a beneficiary has to request that death benefits begin
within a year of your death. Otherwise we'll start them automatically on the
first day of the month in which the first anniversary of your death occurs,
making payments over five years unless a beneficiary opts otherwise.
If you're married at the time of your death, even if you name a
beneficiary who isn't your spouse, federal law or your plan may require that
your spouse receive an amount actuarially equivalent to one-half the value of
any part of your accumulation subject to REACT. Your spouse may, however,
consent in writing to waive the right to death benefits. For more on spousal
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beneficiary rights, contact us or consult your employer's benefits office.
Unless your employer's plan provides otherwise, if you die before
converting your entire accumulation to annuity income and without naming a
beneficiary, your surviving spouse (if any) will receive a death benefit,
available under any method of payment (see below), actuarially equivalent to
half the value of your accumulation. The other half will go to your estate in a
single sum. If there is no surviving spouse, the entire death benefit will go in
one sum to your estate.
If you and your annuity partner, if any, die with payments still
due under a lifetime annuity with a guaranteed period, your beneficiary(ies) can
take the remaining payments as scheduled or as a single-sum payment equal to
their commuted value. If you name an estate as your beneficiary, if you haven't
named a beneficiary, or if your beneficiary has died, TIAA will pay the commuted
value of your payments to your estate in a single sum. Under a survivor annuity,
such benefits go to the estate of you or your annuity partner, whoever lives
longer. If your beneficiary dies before receiving all payments due, we'll pay
the commuted value of the remaining payments to anyone else named to receive it.
If no one has been named, the commuted value will be paid to the estate of the
last person to receive payments.
To pay a death benefit, TIAA must have received all necessary
forms and documentation. For more information, contact TIAA (see page 67). Your
accumulation will continue participating in the investment experience of your
account up to and including the day when your beneficiary's chosen method of
payment becomes effective. Single-sum payments are effective at the end of the
business day when TIAA has received all the required information and
documentation from your beneficiary -- or if he or she chooses, at the end of
the last calendar day of the current or any future month. Death benefits under
any other method of payment will be calculated on the last day of the calendar
month when we receive all required information and documentation -- or if your
beneficiary prefers, the last day of a future month. Payments will actually
begin on the first day of the month after they've been calculated. (Your first
check could be delayed while we process your choice of method of payment.)
Methods of Payment
- ------------------
TIAA limits the methods of payment for death benefits to those
suitable under federal income tax law for annuity contracts. (For more
information, see "Taxation of Annuity Benefits," page 63.) With methods offering
periodic payments, benefits are usually monthly, but your beneficiary can
request to
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receive them quarterly, semi-annually, or annually instead. Federal law may
restrict the availability of certain methods to your beneficiary. At present,
the available methods of payment for TIAA death benefits are: Single-Sum
Payment, in which the entire death benefit is paid to your beneficiary at once;
One-Life Annuity with or without Guaranteed Period, in which the death benefit
is paid monthly for the life of the beneficiary or through the guaranteed
period; Annuity for a Fixed Period of 2 to 30 years (we expect to make this
available late in 1997); Accumulation-Unit Deposit Option (described below); and
the Minimum Distribution Option (described below).
Accumulation-Unit Deposit Option ("AUDO"). Pays your beneficiary
a lump sum at the end of a fixed period, ordinarily two to five years, during
which period the accumulation units deposited participate in investment
experience of the Real Estate Account. To use the AUDO method, the value of the
death benefit must be at least $5,000 at the time it takes effect. Special rules
apply if your spouse is the beneficiary. Contact TIAA for more information about
this option and other methods of payment.
See "Contacting TIAA," page 67.
Minimum Distribution Option ("MDO"). Available only to
beneficiaries who must receive income under the IRC's minimum distribution
requirements. The MDO death benefit is governed generally by the same rule as
the Real Estate Account's MDO annuity (see page 54), but there are additional
restrictions under federal income tax law. Under the MDO death benefit, it's
possible that your beneficiary won't receive income for life.
Transfers by a Beneficiary. At the time death benefits begin, or
during the AUDO period, your beneficiary can transfer some (at least $1,000, or
the entire accumulation if less) or all of the assets in the Real Estate Account
to TIAA's traditional annuity or to CREF.
The beneficiary of an employee at an eligible institution who
used another company for his retirement plan savings also may transfer death
benefits from the other company to the Real Estate Account for payout under any
of the available methods of payment for death benefits.
Transfers are effective on the last calendar day of the month
when we receive all required information and documentation; however, your
beneficiary can have us make the transfer effective on the last day of any
future month instead. (With the AUDO method, it can be any day of the month.)
Currently beneficiaries can make transfers at no charge. We also reserve the
right to limit how often a beneficiary can transfer Real Estate Account units
and to decline any transfer that would reduce the value of the units still on
deposit to less than $5,000.
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For tax issues concerning death benefits, especially those paid
as single sums, see "Taxation of Annuity Benefits," page 63.
ANNUITY PAYMENTS
The amount of annuity payments paid to you or your beneficiary
("annuitant") will depend upon the number and the value of the annuity units
payable. The amount of the annuity payments will change according to the
revaluation method chosen. The number of annuity units is first determined on
the day before the annuity starting date. Separate annuity units will be
maintained for payments being made under each of the two revaluation methods.
Annuitants bear no mortality risk under their contracts.
Under the annual revaluation method (used for all annuity
payments as of the effective date of this prospectus), the value of an annuity
unit is redetermined on March 31 of each year, with the resulting changes in
annuity payments beginning May 1. These changes reflect the net investment
experience of the Real Estate Account. The net investment experience for the
twelve months following each March 31 redetermination of an Account's basic
annuity unit value will be reflected in the following year's value.
Under the monthly revaluation method (expected to be available,
subject to regulatory approval, in late 1997), the value of an annuity unit is
redetermined daily. The amount of each annuity payment is determined on the
payment valuation date, which is the 20th of the month preceding the due date of
the payment (or the prior business day if the 20th is not a business day). If
the issue date of an annuity income certificate isn't earlier than the payment
valuation date preceding the first periodic annuity payment, the amount of the
first annuity payment will be determined on the issue date. The daily changes in
the value of an annuity unit reflect the net investment experience of the Real
Estate Account.
The formulas for calculating the number and value of annuity
units payable are set forth below.
Calculation of the Number of Annuity Units Payable
- --------------------------------------------------
When a participant or a beneficiary converts the value of all or
a portion of his or her accumulation into an income-paying contract, the number
of annuity units payable from the Real Estate Account is determined by dividing
the value of the accumulation in the Account to be applied to provide the
annuity payments by the product of the annuity unit value 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
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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%, 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 then-current settlement mortality schedules for this Account. TIAA
guarantees that actual mortality experience will not reduce annuity payments
after they have started. TIAA does, however, reserve the right to change, from
time to time, the mortality assumptions used to determine the number of annuity
units payable for any future conversions of accumulations to provide annuity
payments.
When you or any beneficiary receiving annuity income transfers
annuity units from a CREF account to the Real Estate Account or vice versa, the
number of annuity units added to the account to which units are being
transferred will be determined by multiplying the number of annuity units to be
transferred by A and B and then dividing that result by the product of C and D
as follows:
A. the annuity unit value, determined on the effective
date of the transfer, for the account from which
annuity units are being transferred.
B. an annuity factor. Under the annual revaluation
method, the annuity factor is equal to the value, as of
the effective date of the transfer, of an annuity in
the amount of $1.00 per month beginning on the
following May 1 (for an April transfer, the May 1 in
the subsequent calendar year) and continuing for as
long as such annuity units are payable. Under the
monthly revaluation method, the annuity factor is equal
to the value, as of the effective date of the transfer,
of an annuity in the amount of $1.00 per month
beginning with the first payment due after the payment
valuation date on or after the effective date of the
transfer and continuing for as long as such annuity
units are payable. These annuity factors will reflect
the mortality assumptions then in use in the Account
from which the transfer is being made.
C. the annuity unit value, determined on the effective
date of the transfer, for the account to which the
annuity units are being transferred.
D. an annuity factor calculated in the same manner as that
described in item B. above, except reflecting the
mortality assumptions then in use in the account to
which the transfer is being made.
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<PAGE>
Value of Annuity Units
- ----------------------
The value of the Real Estate Account's annuity units is
determined as of the last calendar day of each month. Beginning in mid-1997, the
value of the Account's annuity units will also be determined as of each business
day. The annuity unit value is determined by multiplying the value of the
annuity unit as of the previous valuation day by the net investment factor (as
defined on page 46) for the current valuation period and then dividing by the
value of $1.00 accumulated with interest at the effective annual rate of 4% for
the number of days in the current valuation period. On the last calendar day of
each month, the result is then multiplied by A and divided by B, where A and B
are defined as follows:
A. the value of the annuity fund at the end of the day
minus the dollar amount of payments scheduled to be
made from the Account on the following day.
B. the value of the annuity fund at the end of the day
minus the product of the value of one annuity unit just
prior to this calculation and the number of annuity
units scheduled to be paid from the Account on the
following day.
We plan to offer monthly payment revaluation in late 1997,
subject to regulatory approval. At that time, the annuity fund will become the
annually revalued annuity fund, and we will introduce a monthly revalued annuity
fund with its own annuity units. The value of an annuity unit under the monthly
revalued fund will be determined each business day by multiplying the value of
the annuity unit as of the previous business day by the net investment factor
(as defined on page 46) for the current valuation period and then dividing by
the value of $1.00 accumulated with interest at the effective annual rate of 4%
for the number of calendar days in the current valuation period. On the last
calendar day of each month, the result will be multiplied by A and B, defined as
follows:
A. the value of the monthly annuity fund at the end of the
day minus the dollar amount of payments scheduled to be
made from the Account on the following day.
B. the value of the monthly annuity fund at the end of the day minus
the product of the value of one annuity unit just prior to this
calculation and the number of annuity units scheduled to be paid
under the monthly revaluation method from the Account on the
following day.
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<PAGE>
The initial value of the annuity unit for a new annuitant is the
value determined as of the day before annuity payments start.
For participants under the annual revaluation method, the value
of the annuity unit 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 revaluation method, the value
of the annuity unit changes on the payment valuation date of each month for the
payment due on the first of the following month.
The value of annuity units transferred from the Real Estate
Account under the annual revaluation method to CREF or the TIAA traditional
annuity is equal to A plus B, where A and B are defined as follows:
A. the present value of the payments due from the first
payment due after the payment valuation date on or
after the effective date of the transfer, and
continuing to the following April 1, but not longer
than such annuity units are payable.
B. the present value of one annuity unit multiplied by the
number of annuity units, payable beginning on the May 1
following the March 31 on or after the effective date
of the transfer, and continuing for as long as such
annuity units are payable.
The present values will be calculated assuming interest at an
effective annual rate of 4%, and the same mortality assumptions then in use in
the Real Estate Account.
Currently such transfers are effective on March 31 only. Subject
to regulatory approval, beginning in late 1997, we plan to allow transfers on a
more frequent basis (see page 52). At that time we also plan to make the monthly
revaluation method available. The value of annuity units transferred from the
Real Estate Account under the monthly revaluation method to CREF or to the TIAA
traditional annuity will be equal to the number of annuity units multiplied by
the current value of one annuity unit in the Monthly Revalued Annuity Fund
multiplied by an annuity factor. The annuity factor is the value of an annuity
in the amount of $1.00 per month beginning on the first of the month after the
payment valuation date on or after the effective date of the transfer, and
continuing for as long as such annuity units are payable.
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<PAGE>
TIAA reserves the right, subject to approval by the Board of
Trustees, to modify the manner in which the number and/or value of annuity units
is calculated in the future. The valuation of annuity units will be reviewed and
approved by the independent fiduciary (see page 28).
FEDERAL INCOME TAXES
With limited exceptions, the contracts are designed as annuity
contracts under sections 72 and 403 of the Internal Revenue Code ("IRC").
As a nonprofit institution, TIAA's pension business is exempt
from federal income tax under section 501(c)(3) of the IRC. Investment income
and gains from our pension business are tax-free unless they are unrelated
business income, and we conduct our operations to avoid realizing such unrelated
business income. If necessary to maintain our tax-exempt status, we can limit
the size of premiums paid to TIAA and the circumstances in which they're paid.
Any federal or other tax TIAA does incur with respect to the Real Estate Account
will affect the value of your accumulation and/or annuity units.
403(b) Plans
- ------------
The contracts are tailored for retirement plans set up under
section 403(b) of the IRC. Your total annual contributions to section 403(b)
annuities can't exceed certain limits. The annual limit for all of your
contributions and your employer's contributions on your behalf is the lower of
(a) $30,000, (b) 25% of your compensation or (c) your "maximum exclusion
allowance". Your maximum exclusion allowance is generally 20% of your
compensation multiplied by your years of service, less certain prior tax
deferred retirement plan contributions. You usually can exclude salary reduction
contributions of up to $9,500 from your gross taxable income. There are
exceptions to this -- contact your tax advisor for more information.
401(a) and 403(a) Plans
- -----------------------
RA and GRA contracts are also available for 401(a) and 403(a)
retirement plans. Employer contributions to all current defined contribution
plans of the employer meeting the requirements of IRC Section 401(a) and 403(a)
can't exceed an annual contribution limit of $30,000 or 25% of your
compensation, whichever is less. You usually can exclude salary reduction
contributions of up to $9,500 from your gross taxable income when such
contributions are made to a IRC Section 401(k) plan.
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Individual Retirement Annuities
- -------------------------------
IRC Section 408 permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity or
Individual Retirement Account. The amount you can contribute annually is usually
limited to $2,000. The New IRA will be designed for these contributions. IRC
section 408 also allows money from certain qualified plans to be "rolled-over"
to an IRA without losing its tax-deferred status. The Rollover IRA is designed
for these rollovers. (The New IRA will also accept them.) There is no limit on
the amount that can be rolled over to a Rollover IRA. You can revoke any TIAA
IRA up to seven days after you establish it.
Taxation of Annuity Benefits
- ----------------------------
Once you take a cash withdrawal or begin annuity payments, the
amount you receive is usually included in your gross income for the year and
taxed at the rate for ordinary income. You can exclude from your gross income
any part of your payment(s) that represents the return of premiums paid in
after-tax dollars, but not the part that comes from the tax-deferred earnings of
after-tax premiums.
Withholding on Distributions
- ----------------------------
We must withhold federal tax at the rate of 20% from the taxable
part of most plan distributions paid directly to you. If, however, you tell us
to "roll over" the distribution directly to an IRA (offered by TIAA or any other
company) or similar employer plan (i.e., to send a check directly to the other
company and not to you), we will not withhold any federal tax. The required 20%
withholding doesn't apply to payments from IRAs, lifetime annuity payments,
substantially equal periodic payments over your life expectancy or over ten or
more years, or minimum distribution payments ("noneligible payments").
For the taxable part of noneligible payments, we usually will
withhold federal taxes unless you tell us not to. Usually, you have the right to
tell us not to withhold federal taxes from your noneligible payments. However,
if you tell us not to withhold but we don't have your taxpayer identification
number on file, we still have to deduct taxes.
Non-resident aliens who pay U.S. taxes are subject to
different withholding rules. Contact TIAA for more information.
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Early Distributions
- -------------------
If you want to withdraw funds or begin income from any 401(a),
403(a), or 403(b) retirement plan or an IRA before you reach age 59-1/2, you may
have to pay an extra 10% "early distribution" tax on the taxable amount.
However, you won't have to pay an early distribution tax on any part of a
withdrawal if:
(1) the distribution is because you are disabled;
(2) you separated from your job at or after age 55 and take your
withdrawal after that (not applicable for IRAs);
(3) you begin annuity income after you leave your job (termination
isn't required for IRAs), as long as your annuity income consists
of a series of regular substantially equal payments (at least
annually) over your lifetime or life expectancy or the joint
lives or life expectancies of you and your beneficiary;
(4) the withdrawal is less than or equal to your medical expenses in
excess of 7-1/2% of your adjusted gross income;
(5) you are required to make a payment to someone besides yourself
under a Qualified Domestic Relations Order (e.g., a divorce
settlement) (not applicable for IRAs); or
(6) for IRAs only, you are unemployed (as defined in the IRC) and you
use the distribution to pay certain health insurance premiums for
yourself, your spouse or your dependents.
If you die before age 59-1/2, your beneficiary(ies) won't have to
pay the early distribution penalty.
Current federal tax law restricts the availability of cash
withdrawals and annuity payments from any part of your accumulation under salary
reduction agreements (including earnings, if any). If your salary reduction
contributions are made to a 403(b) annuity, these restrictions apply only to
amounts (and earnings, if any) credited after December 31, 1988. These
withdrawals and annuity payments are available only if you reach age 59-1/2,
leave your job, become disabled, or die. If your employer's plan permits, you
may also be able to take a cash withdrawal if you encounter hardship, as defined
by the IRS, but hardship withdrawals can be from contributions only, not
investment earnings. In addition, certain 401(k) plans permit distributions of
elective deferral amounts upon termination of the plan provided the employer
does not establish or maintain another defined contribution plan. These
restrictions don't
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apply to withdrawals from an IRA. Any part of your accumulation that has been
transferred from a custodial account under section 403(b)(7) will be subject to
additional restrictions.
"Excess" Distributions
- ----------------------
In 1996, if your combined withdrawals or payments from 401(a),
403(a), and 403(b) retirement plans, IRAs, and other tax-deferred savings
programs were more than $155,000 in one year, you would have to pay an "excess
distribution" tax of 15 percent of the amount over $155,000. For tax years 1997,
1998 and 1999, the excess distribution tax has been repealed.
Death Benefits
- --------------
Ordinarily, death benefits are subject to federal estate tax (see
"Tax Advice," page 66). Under some retirement programs, an additional 15% estate
tax may be imposed on the portion of your accumulation above a certain amount at
the time of your death.
Minimum Distribution Requirements and Taxes
- -------------------------------------------
In most cases, payments have to begin from 401(a), 403(a), and
403(b) plans by April 1 of the calendar year after the calendar year when you
reach age 70-1/2 or, if later, retirement. Payments from an IRA must begin by
April 1 of the calendar year after the calendar year you reach age 70 1/2. Under
the terms of certain retirement plans, the plan administrator may direct us to
make the minimum distributions required by law to you even if you don't elect to
receive them. In addition, if you don't begin distributions on time, you'll be
subject to a 50% excise tax on the amount you should have received but didn't.
(See "Minimum Distribution Option Annuity," page 54.)
Deferred Compensation Plans
- ---------------------------
TIAA RA contracts are also available for deferred compensation
plans. RAs issued under these plans are owned by your employer and subject to
the claims of its general creditors. Since special tax rules may apply to these
plans, consult with a qualified tax advisor for more information about them.
Puerto Rico Residents
- ---------------------
If you are a resident of Puerto Rico, special tax and withholding
rules may apply to your plans, since ordinarily your contracts are issued under
plans that qualify under the Puerto Rico tax code, which is not identical to the
IRC. For information on your tax situation, consult with your employer or a
qualified tax advisor.
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<PAGE>
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.
GENERAL MATTERS
Choices and Changes
- -------------------
As long as your contract permits, you (or your annuity partner,
beneficiary, or any other payee) can choose or change any of the following: (1)
an annuity starting date; (2) an income option; (3) a transfer; (4) a method of
payment for death benefits; (5) a date when the commuted value of an annuity
becomes payable; (6) an annuity partner, beneficiary, or other person named to
receive payments; (7) a cash withdrawal or other distribution; and (8) a
repurchase.
You have to make your choices or changes via a written notice
satisfactory to us and received at our home office (see below). Transfers to
TIAA's traditional annuity and CREF can currently be made by telephone (see
"Contacting TIAA," below). You can change the terms of a transfer, cash
withdrawal, repurchase, or other cash distribution only before they're scheduled
to take place. When we receive a notice of a change in beneficiary or other
person named to receive payments, we'll execute the change as of the date it was
signed, even if the signer dies in the meantime. We execute all other changes as
of the date received. As already mentioned, we will delay the effective date of
some transactions until we receive additional documentation (see page 52).
Telephone and Internet Transactions
- -----------------------------------
You can use our Automated Telephone Service ("ATS") or our
Inter/ACT System over the Internet (Inter/ACT System) to check your account
balances, transfer to TIAA's traditional annuity or CREF, and/or allocate future
premiums among the Real Estate Account, TIAA's traditional annuity, and CREF.
You will be asked to enter your Personal Identification Number (PIN) and social
security number for the ATS and the Inter/ACT System. Both the ATS and the
Inter/ACT System 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 System are electronically recorded.
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To use the ATS, you need a touch tone phone. The toll free number
for the ATS is 1 800 842-2252. The Inter/ACT System may be accessed through the
TIAA-CREF Internet home page at http://www.tiaa-cref.org.
Contacting TIAA
- ---------------
We won't consider any notice, form, request, or payment to have
been received by TIAA until it reaches our home office: Teachers Insurance and
Annuity Association, 730 Third Avenue, New York, New York 10017-3206. You can
ask questions by calling
toll-free 1 800 842-2776.
Electronic Prospectus
- ---------------------
If you received this prospectus electronically and would like a
paper copy, please call 1 800 842-2733, extension 5509, and we will send it to
you.
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.
Overpayment of Premiums
- -----------------------
If your employer mistakenly sends more premiums on your behalf
than you're entitled to under your employer's retirement plan or the IRC, we'll
refund them to your employer as long as we're requested to do so (in writing)
before you start receiving annuity income. Any time there's a question about
premium refunds, TIAA will rely on information from your employer. If you've
withdrawn or transferred the amounts involved from your accumulation, we won't
refund them.
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 nor the 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
Account, appropriate adjustments will be made.
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<PAGE>
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 Account will have
the right to make reduced payments or to withhold payments entirely until such
proof is received.
DISTRIBUTION OF THE CONTRACTS
The contracts are offered continuously by the personnel of
TIAA-CREF Individual & Institutional Services, Inc. ("Services"), which is
registered with the SEC as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. ("NASD"). Teachers Personal Investors
Services, Inc. ("TPIS"), which is also registered with the SEC and is a member
of the NASD, may also participate in the distribution of the contracts on a
limited basis. As already noted, distribution costs are covered by a deduction
from the assets of the Account; no commissions are paid in connection with the
distribution of the contracts. Anyone distributing the contracts must be a
registered representative of Services or TPIS, whose main offices are both at
730 Third Avenue, New York, New York 10017-3206.
PERIODIC REPORTS
As long as you have an accumulation in the 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 Real Estate Account credited to you during the
quarter and in total;
(3) cash withdrawals from the Account during the quarter;
(4) any transfers between the Account and TIAA's
traditional annuity or CREF during the quarter;
(5) any repurchase or transfer to a funding vehicle other than TIAA
or CREF during the quarter, if an amount remains in your
accumulation after those transactions; and
(6) the amount applied to begin annuity payments during the
quarter.
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<PAGE>
STATE REGULATION
TIAA, the Real Estate Account, and the contracts are subject to
regulation by the New York Insurance Department ("NYID") as well as by the
insurance regulatory authorities of certain other states and jurisdictions.
TIAA and the Real Estate Account must file with the NYID both
quarterly and annual statements. The Account's books and assets are subject to
review and examination by the NYID at all times, and a full examination into the
affairs of the Account is made at least every five years. In addition, a full
examination of the Real Estate Account operations is usually conducted
periodically by some other states.
LEGAL MATTERS
All matters involving the application of state law to the
contracts, including TIAA's right to issue the contracts, have been passed upon
by Charles H. Stamm, Executive Vice President and General Counsel of TIAA. Legal
matters relating to the federal securities laws have been passed upon by
Sutherland, Asbill & Brennan, L.L.P., Washington, D.C.
EXPERTS
The financial statements of the Real Estate Account and certain
properties purchased by the Account included in this prospectus, the schedule to
such financial statements and the financial statements of TIAA incorporated
herein by reference have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which appear herein or are incorporated
herein by reference, and have been so included or incorporated in reliance upon
the reports of such firm, given upon their authority as experts in accounting
and auditing.
LEGAL PROCEEDINGS
The assets of the Real Estate Account are not subject to any
material legal actions. TIAA is not involved in any legal action that we
consider material to its obligations to the Real Estate Account.
ADDITIONAL INFORMATION
A registration statement under the Securities Act of 1933 has
been filed with the SEC by TIAA on behalf of the Real Estate Account related to
the offering described in this prospectus. This prospectus does not include all
the information set forth in the registration statement. The omitted information
- 69 -
<PAGE>
may be obtained at the SEC's principal office in Washington, D.C., upon payment
of the prescribed fee, or through the SEC's Web site on the Internet
(http://www.sec.gov).
Further information may be obtained from TIAA at Teachers
Insurance and Annuity Association of America, 730 Third
Avenue, New York, New York 10017-3206.
FINANCIAL STATEMENTS
The financial statements of the Real Estate Account and certain
properties purchased by the Account and condensed unaudited financial statements
of TIAA follow. The full audited financial statements of TIAA are available upon
request by calling 1 800 842-2733 extension 5509.
The financial statements of TIAA should be distinguished from the
financial statements of the Real Estate Account and should be considered only as
bearing on the ability of TIAA to meet its obligations under the contracts. They
should not be considered as bearing upon the assets held in the Real Estate
Account.
- 70 -
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
----
TIAA REAL ESTATE ACCOUNT
Financial Statements:
Report of Management Responsibility..................................F-2
Report of Independent Auditors.......................................F-3
Audited Consolidated Financial Statements:
Consolidated Statements of Assets and Liabilities....................F-4
Consolidated Statements of Operations................................F-5
Consolidated Statements of Changes in Net Assets.....................F-6
Consolidated Statements of Cash Flows................................F-7
Notes to Consolidated Financial Statements...........................F-8
Consolidated Statement of Investments..............................F-14
Proforma Condensed Financial Statements:
Proforma Condensed Statement of Assets
and Liabilities.....................................................F-
Proforma Condensed Statement of Operations............................F-
Notes to Proforma Condensed Financial Statements......................F-
[PROFORMA CONDENSED FINANCIAL STATEMENTS TO BE FILED BY
AMENDMENT]
[REGULATION S-X (RULE 3-14) FINANCIAL STATEMENTS TO BE FILED BY
AMENDMENT]
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Condensed Financial Statements........................................F-
Supplemental Information to Condensed Financial
Statements...........................................................F-
[TIAA CONDENSED FINANCIAL STATEMENTS AND
SUPPLEMENTAL INFORMATION TO CONDENSED
FINANCIAL STATEMENTS TO BE FILED BY AMENDMENT]
F - 1
<PAGE>
REPORT OF MANAGEMENT RESPONSIBILITY
To the Participants of the
TIAA Real Estate Account:
The accompanying consolidated financial statements of the TIAA Real Estate
Account ("Account") of Teachers Insurance and Annuity Association of America
("TIAA") are the responsibility of TIAA's management. They have been prepared in
accordance with generally accepted accounting principles and have been presented
fairly and objectively in accordance with such principles.
TIAA has established and maintains a strong system of internal controls designed
to provide reasonable assurance that assets are properly safeguarded and
transactions are properly executed in accordance with management's
authorization, and to carry out the ongoing responsibilities of management for
reliable financial statements. In addition, TIAA's internal audit personnel
provide a continuing review of the internal controls and operations of TIAA,
including its separate account operations. The internal Auditor regularly
reports to the Audit Committee of the TIAA Board of Trustees.
The accompanying consolidated financial statements have been audited by the
independent auditing firm of Deloitte & Touche LLP. The independent auditors'
report, which appears on the following page, expresses an independent opinion on
the fairness of presentation of these financial statements.
The Audit Committee of the TIAA Board of Trustees, consisting of trustees who
are not officers of TIAA, meets regularly with management, representatives of
Deloitte & Touche LLP and internal auditing personnel to review matters relating
to financial reporting, internal controls and auditing.
/s/ John H. Biggs
---------------------------------
Chairman and
Chief Executive Officer
/s/ Thomas W. Jones
---------------------------------
Vice Chairman, President and
Chief Operating Officer
/s/ Richard L. Gibbs
---------------------------------
Executive Vice President and
Principal Accounting Officer
F - 2
<PAGE>
[Letterhead]
Deloitte & Touche LLP Two World Financial Center
New York, New York 10281-1414
Telephone (212) 436-2000
Facsmilie (212) 436-5000
REPORT OF INDEPENDENT AUDITORS
To the Participants of the TIAA Real Estate Account and the
Board of Trustees of Teachers Insurance and Annuity Association of America:
We have audited the accompanying consolidated statement of assets and
liabilities of the TIAA Real Estate Account ("Account") of Teachers Insurance
and Annuity Association of America ("TIAA") as of December 31, 1996 and 1995,
the consolidated statement of investments as of December 31, 1996, and the
related consolidated statements of operations, changes in net assets and cash
flows for the year ended December 31, 1996 and for the period July 3, 1995
(commencement of operations) to December 31, 1995. These consolidated financial
statements are the responsibility of TIAA's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996 and 1995, by correspondence with the custodian and brokers. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Account as of December 31, 1996
and 1995, the results of its operations, the changes in its net assets and its
cash flows for the above-stated periods, in conformity with generally accepted
accounting principles.
Investments in real estate properties are stated at fair value at December 31,
1996 and 1995, as discussed in Note 2 to the consolidated financial statements.
Determination of fair value involves subjective judgment because the actual
market value of real estate can be determined only by negotiation between the
parties in a sales transaction.
/s/ Deloitte & Touche LLP
February 6, 1997
- -----------------
Deloitte & Touche
Tohmatsu
International
F - 3
<PAGE>
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
December 31, December 31,
1996 1995
------------ ------------
ASSETS
Investments, at value:
Real estate properties
(Cost: $130,849,444 and $43,989,665)............ $131,803,204 $ 43,989,665
Marketable securities
(Amortized cost: $233,872,445 and $73,972,831).. 236,127,523 73,992,569
Cash.............................................. 3,981,740 396,787
Receivable from securities transactions........... 47,480,000 23,150,000
Other............................................. 6,979,540 1,648,400
------------ ------------
TOTAL ASSETS 426,372,007 143,177,421
------------ ------------
LIABILITIES
Payable for securities transactions............... 51,354,619 22,788,035
Other............................................. 5,322,335 131,041
------------ ------------
TOTAL LIABILITIES 56,676,954 22,919,076
------------ ------------
NET ASSETS
Accumulation Fund................................. 366,197,755 120,258,345
Annuity Fund...................................... 3,497,298 -
------------ ------------
TOTAL NET ASSETS $369,695,053 $120,258,345
============ ============
NUMBER OF ACCUMULATION UNITS
OUTSTANDING--Notes 6 and 7........................ 3,295,786 1,172,498
========= =========
NET ASSET VALUE,
PER ACCUMULATION UNIT--Note 6.................... $111.11 $102.57
======= =======
F - 4
<PAGE>
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the period
For the July 3, 1995
Year (Commencement
Ended of Operations) to
December 31, December 31,
1996 1995
------------ -------------------
INVESTMENT INCOME
<S> <C> <C>
Real estate income, net:
Rental income...................................................... $10,951,183 $ 165,762
----------- ----------
Real estate property level expenses and taxes:
Operating expenses............................................... 2,116,334 29,173
Real estate taxes................................................ 1,254,163 14,659
----------- ----------
Total real estate property level expenses and taxes 3,370,497 43,832
----------- ----------
Real estate income, net 7,580,686 121,930
Interest............................................................ 5,570,907 2,820,229
Dividends........................................................... 456,579 8,671
----------- ----------
TOTAL INCOME 13,608,172 2,950,830
----------- ----------
Expenses--Note 3:
Investment advisory.................................................. 642,042 227,531
Administrative and distribution...................................... 437,894 66,320
Mortality and expense risk charges................................... 70,535 8,291
Liquidity guarantee charges.......................................... 5,325 8,291
----------- ----------
TOTAL EXPENSES 1,155,796 310,433
----------- ----------
INVESTMENT INCOME, NET 12,452,376 2,640,397
----------- ----------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net realized gain on marketable securities.......................... 141,439 15,865
----------- ----------
Net change in unrealized appreciation on:
Real estate properties............................................ 953,760 -
Marketable securities............................................. 2,235,340 19,738
----------- ----------
Net change in unrealized appreciation 3,189,100 19,738
----------- ----------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS 3,330,539 35,603
----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $15,782,915 $2,676,000
=========== ==========
</TABLE>
See notes to consolidated financial statements.
F - 5
<PAGE>
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For the period
For the July 3, 1995
Year (Commencement
Ended of Operations) to
December 31, December 31,
1996 1995
------------ -----------------
<S> <C> <C>
FROM OPERATIONS
Investment income, net ............................................... $ 12,452,376 $ 2,640,397
Net realized gain on marketable securities ........................... 141,439 15,865
Net change in unrealized appreciation on investments ................. 3,189,100 19,738
------------ ------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 15,782,915 2,676,000
------------ ------------
FROM PARTICIPANT TRANSACTIONS
Premiums ............................................................ 9,665,306 500,421
TIAA seed money contributed (withdrawn) -- Note 1 ................... (7,294,134) 100,000,000
Disbursements and transfers:
Net transfers from TIAA ............................................ 19,203,309 2,901,675
Net transfers from CREF Accounts ................................... 213,306,573 14,204,597
Annuity and other periodic payments ................................ (336,103) (718)
Withdrawals ........................................................ (864,480) (23,630)
Death benefits ..................................................... (26,678) --
------------ ------------
NET INCREASE IN NET ASSETS RESULTING
FROM PARTICIPANT TRANSACTIONS 233,653,793 117,582,345
------------ ------------
NET INCREASE IN NET ASSETS 249,436,708 120,258,345
------------ ------------
NET ASSETS
Beginning of period.................................................. 120,258,345 --
------------ ------------
End of period........................................................ $369,695,053 $120,258,345
============ ============
</TABLE>
See notes to consolidated financial statements.
F - 6
<PAGE>
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the period
For the July 3, 1995
Year (Commencement
Ended of Operations) to
December 31, December 31,
1996 1995
------------ -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations ............... $ 15,782,915 $ 2,676,000
Adjustments to reconcile net increase in net assets resulting
from operations to net cash used in operating activities:
Increase in investments .......................................... (249,948,493) (117,982,234)
Increase in receivable from securities transactions .............. (24,330,000) (23,150,000)
Increase in other assets ......................................... (5,331,140) (1,648,400)
Increase in payable for securities transactions .................. 28,566,584 22,788,035
Increase in other liabilities .................................... 5,191,294 131,041
------------ ------------
NET CASH USED IN
OPERATING ACTIVITIES (230,068,840) (117,185,558)
------------ ------------
CASH FLOWS FROM PARTICIPANT TRANSACTIONS
Premiums ........................................................... 9,665,306 500,421
TIAA seed money contributed (withdrawn) -- Note 1 ................. (7,294,134) 100,000,000
Disbursements and transfers:
Net transfers from TIAA ........................................... 19,203,309 2,901,675
Net transfers from CREF Accounts .................................. 213,306,573 14,204,597
Annuity and other periodic payments ............................... (336,103) (718)
Withdrawals ....................................................... (864,480) (23,630)
Death benefits .................................................... (26,678) --
------------ ------------
NET CASH PROVIDED BY
PARTICIPANT TRANSACTIONS 233,653,793 117,582,345
------------ ------------
NET INCREASE IN CASH 3,584,953 396,787
CASH
Beginning of period ................................................ 396,787 --
------------ ------------
End of period ...................................................... $ 3,981,740 $ 396,787
============ ============
</TABLE>
See notes to consolidated financial statements.
F - 7
<PAGE>
TIAA REAL ESTATE ACCOUNT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1--Organization
The TIAA Real Estate Account ("Account") is a segregated investment account of
Teachers Insurance and Annuity Association of America ("TIAA") and was
established by resolution of TIAA's Board of Trustees on February 22, 1995 under
the insurance laws of the State of New York for the purpose of funding variable
annuity contracts issued by TIAA. Teachers REA, Inc., a wholly-owned subsidiary
of the Account, began operations in July 1996 and holds one property in
Virginia.
The Account commenced operations on July 3, 1995 with a $100,000,000 seed money
investment by TIAA. TIAA purchased 1,000,000 Accumulation Units in the Account
and such Units share in the prorata investment experience of the Account and are
subject to the same valuation procedures and expense deductions as all other
Accumulation Units of the Account. The initial registration statement of the
Account filed by TIAA with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933 became effective on October 2, 1995. The
Account began to offer Accumulation Units and Annuity Units to participants
other than TIAA starting October 2, and November 1, 1995, respectively. In
August, 1996 the Account's net assets first reached $200 million and, as
required under a five year repayment schedule approved by the New York State
Insurance Department, TIAA began to redeem its seed money Accumulation Units in
monthly installments beginning in September, 1996. These withdrawals, amounting
to $7,294,134 in 1996, are made at prevailing daily net asset values and are
reflected in the accompanying consolidated financial statements. At December 31,
1996, TIAA retained 933,333 Accumulation Units, with a total value of
$103,703,507.
The investment objective of the Account is a favorable long-term rate of return
primarily through rental income and capital appreciation from real estate
investments owned by the Account. The Account also invests in publicly-traded
securities and other instruments to maintain adequate liquidity for operating
expenses and capital expenditures and to make benefit payments.
TIAA employees, under the direction of TIAA's Board of Trustees and its Mortgage
Committee (which effective January 24, 1997 merged with the Finance Committee to
become the Investment Committee), manage the investment of the Account's assets
pursuant to investment management procedures adopted by TIAA for the Account.
TIAA's investment management decisions for the Account are subject to review by
the Account's independent fiduciary, Institutional Property Consultants, Inc.
TIAA also provides all portfolio accounting and related services for the
Account. TIAA-CREF
F - 8
<PAGE>
Individual & Institutional Services, Inc. ("Services"), a subsidiary of TIAA
which is registered with the Commission as a broker-dealer and is a member of
the National Association of Securities Dealers, Inc., provides administrative
and distribution services pursuant to a Distribution and Administrative Services
Agreement with the Account.
Note 2--Significant Accounting Policies
The following is a summary of the significant accounting policies followed by
the Account, which are in conformity with generally accepted accounting
principles.
Basis of Presentation: The accompanying consolidated financial statements
include the Account and its wholly-owned subsidiary, Teachers REA, Inc. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Valuation of Real Estate Properties: Investments in real estate properties are
stated at fair value, as determined in accordance with procedures approved by
the Mortgage Committee (the Investment Committee effective January 24, 1997) of
the Board of Trustees and in accordance with the responsibilities of the Board
as a whole; accordingly, the Account does not record depreciation. Fair value
for real estate properties is defined as the most probable price for which a
property will sell in a competitive market under all conditions requisite to a
fair sale. Determination of fair value involves subjective judgement because the
actual market value of real estate can be determined only by negotiation between
the parties in a sales transaction. Real estate properties owned by the Account
are initially valued at their respective purchase prices (including acquisition
costs). Subsequently, independent appraisers value each real estate property at
least once a year. The independent fiduciary must approve all independent
appraisers that the Account uses. The independent fiduciary can also require
additional appraisals if it believes that a property's value has changed
materially or otherwise to assure that the Account is valued correctly. TIAA
performs a valuation review of each real estate property on a quarterly basis
and updates the property value if it believes that the value of the property has
changed since the previous valuation review or appraisal. The independent
fiduciary reviews and approves any such valuation adjustments which exceed
certain prescribed limits. TIAA continues to use the revised value to calculate
the Account's net asset value until the next valuation review or appraisal.
Valuation of Marketable Securities: Equity securities listed or traded on any
United States national securities exchange are valued at the last sales price as
of the close of the principal securities exchange on which such securities are
traded or, if there is no sale, at the mean of the last bid and asked prices.
Short-term money market instruments are stated at market value. Portfolio
F - 9
<PAGE>
securities for which market quotations are not readily available are valued at
fair value as determined in good faith under the direction of the Mortgage
Committee (the Investment Committee effective January 24, 1997) of the Board of
Trustees and in accordance with the responsibilities of the Board as a whole.
Accounting for Investments: Real estate transactions are accounted for as of the
date on which the purchase or sale transactions for the real estate properties
close (settlement date). Rent from real estate properties consists of all
amounts earned under tenant operating leases, including base rent, recoveries of
real estate taxes and other expenses and charges for miscellaneous services
provided to tenants. Rental income is recognized in accordance with the billing
terms of the lease agreements. The Account bears the direct expenses of the real
estate properties owned. These expenses include, but are not limited to, fees
paid to local property management companies, property taxes, utilities,
maintenance, repairs, insurance and other operating and administrative costs. An
estimate of the net operating income earned from each real estate property is
accrued by the Account on a daily basis and such estimates are adjusted as soon
as actual operating results are determined. Realized gains and losses on real
estate transactions are accounted for under the specific identification method.
Securities transactions are accounted for as of the date the securities are
purchased or sold (trade date). Interest income is recorded as earned and, for
short-term money market instruments, includes accrual of discount and
amortization of premium. Dividend income is recorded on the ex-dividend date.
Realized gains and losses on securities transactions are accounted for on the
average cost basis.
Federal Income Taxes: Based on provisions of the Internal Revenue
Code, no federal income taxes are attributable to the net
investment experience of the Account.
Reclassifications: Certain 1995 amounts in the statement of
operations have been reclassified to conform to the 1996
presentation.
Note 3--Management Agreements
All services necessary for the operation of the Account are provided, at cost,
by TIAA and Services. TIAA provides investment management services for the
Account, while distribution and administrative services are provided by Services
in accordance with a Distribution and Administrative Services Agreement between
the Account and Services. TIAA also provides a liquidity guarantee to the
Account, for a fee, to ensure that sufficient funds are available to meet
participant transfer and cash withdrawal requests in the event that the
Account's cash flows and liquid investments
F - 10
<PAGE>
are insufficient to fund such requests. TIAA also receives a fee for assuming
certain mortality and expense risks.
Fee payments are made from the Account on a daily basis to TIAA and Services
according to formulas established each year with the objective of keeping the
fees as close as possible to the Account's actual expenses. Any differences
between actual expenses and daily charges are adjusted quarterly.
Note 4--Real Estate Properties
Had the Account's real estate properties which were purchased during 1996 been
acquired at the beginning of the year (January 1, 1996), rental income and real
estate property level expenses and taxes for the year ended December 31, 1996
would have increased by approximately $5,395,000 and $2,109,000, respectively.
In addition, interest income for the year ended December 31, 1996 would have
decreased by approximately $2,517,000. Accordingly, the total pro forma effect
on the Account's net investment income for the year ended December 31, 1996
would have been an increase of approximately $769,000, if the real estate
properties acquired during 1996 had been acquired at the beginning of the year.
Note 5--Leases
The Account's real estate properties are leased to tenants under operating lease
agreements which expire on various dates through 2021. Aggregate minimum annual
rentals for the properties owned, excluding short-term residential leases, are
as follows:
Years Ending
December 31,
------------
1997 $ 7,489,000
1998 7,129,000
1999 6,615,000
2000 6,197,000
2001 4,167,000
Thereafter 29,237,000
-----------
Total $60,834,000
===========
Certain leases provide for additional rental amounts based upon the recovery of
actual operating expenses in excess of specified base amounts.
F - 11
<PAGE>
Note 6--Condensed Consolidated Financial Information
Selected condensed consolidated financial information for an Accumulation Unit
of the Account is presented below.
<TABLE>
<CAPTION>
For the Period
July 3, 1995
For the (Commencement
Year Ended of Operations) to
December 31, 1996 December 31, 1995
----------------- -----------------
<S> <C> <C>
Per Accumulation Unit Data:
Rental income ............................................. $ 6.012 $ 0.159
Real estate property
level expenses and taxes ................................. 1.850 0.042
-------- --------
Real estate income, net . 4.162 0.117
Dividends and interest .................................... 3.309 2.716
-------- --------
Total income 7.471 2.833
Expense charges (1) ....................................... 0.635 0.298
-------- --------
Investment income, net 6.836 2.535
Net realized and unrealized
gain on investments ...................................... 1.709 0.031
-------- --------
Net increase in
Accumulation Unit Value ................................... 8.545 2.566
Accumulation Unit Value:
Beginning of period ....................................... 102.566 100.000
-------- --------
End of period ............................................. $111.111 $102.566
======== ========
Total return ............................................... 8.33% 2.57%
Ratios to Average Net Assets:
Expenses (1) .............................................. 0.61% 0.30%
Investment income, net .................................... 6.57% 2.51%
Portfolio turnover rate:
Real estate properties ................................. 0% 0%
Securities ............................................. 15.04% 0%
Thousands of Accumulation Units
outstanding at end of period .............................. 3,296 1,172
</TABLE>
(1) Expense charges per Accumulation Unit and the Ratio of Expenses to
Average Net Assets exclude real estate property level operating
expenses and taxes. If included, the expense charge per Accumulation
Unit for the year ended December 31, 1996 would be $2.485 ($0.340 for
the period July 3, 1995 through December 31, 1995) and the Ratio of
Expenses to Average Net Assets for the year ended December 31, 1996
would be 2.39% (0.34% for the period July 3, 1995 through December
31, 1995).
F - 12
<PAGE>
Note 7--Accumulation Units
Changes in the number of Accumulation Units outstanding were as follows:
For the Period
July 3, 1995
For the (Commencement
Year Ended of Operations) to
December 31, 1996 December 31, 1995
----------------- -----------------
Accumulation Units:
Credited for premiums and
TIAA seed money investment.............. 89,841 1,004,905
Credited for transfers, net of
disbursements and amounts
applied to the Annuity Fund............. 2,033,447 167,593
Outstanding:
Beginning of period...................... 1,172,498 -
--------- ---------
End of period............................ 3,295,786 1,172,498
========= =========
Note 8--Commitments
During the normal course of business, the Account enters into discussions and
agreements to purchase or sell real estate properties. As of December 31, 1996,
the Account had outstanding commitments to purchase five real estate properties
(subject to various closing conditions) totalling approximately $68.8 million.
Of that amount, three purchases of real estate property totalling approximately
$36.3 million were closed in January 1997.
F - 13
<PAGE>
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENT OF INVESTMENTS
DECEMBER 31, 1996
REAL ESTATE PROPERTIES--35.82%
Location Description Value
-------- ----------- -----
Arizona:
Phoenix Office building........................ $ 10,500,000
Colorado:
Boulder Industrial building.................... 9,920,680
Littleton Apartments............................. 17,750,000
Florida:
Ocoee Shopping center........................ 7,400,000
Orlando Apartments............................. 12,800,000
West Palm Beach Apartments............................. 16,072,275
Georgia:
Atlanta Apartments............................. 16,000,000
Minnesota:
Eagan Industrial building.................... 6,485,249
Fridley Industrial building.................... 4,175,000
North Carolina:
Raleigh Shopping center........................ 6,400,000
Raleigh Shopping center........................ 6,600,000
Texas:
El Paso(1) Industrial building.................... 4,600,000
Virginia:
Woodbridge Shopping center........................ 13,100,000
------------
TOTAL REAL ESTATE PROPERTIES
(Cost $130,849,444)...................................... 131,803,204
------------
(1) Leasehold interest only
MARKETABLE SECURITIES--64.18%
Shares Issuer
------ ------
REAL ESTATE INVESTMENT TRUSTS--4.95%
45,000 Associated Estates Realty Corporation......... 1,068,750
45,000 Avalon Properties,Inc......................... 1,293,750
80,000 BrandyWine Realty Trust....................... 1,560,000
29,000 Cali Realty Corporation....................... 895,375
45,000 Camden Property Trust......................... 1,288,125
55,000 CBL & Associates Properties, Inc.............. 1,423,125
40,000 Colonial Properties Trust Co................. 1,215,000
4,434 Homestead Village, Inc. ...................... 79,812
2,975 Homestead Village, Inc. - Wts................. 24,172
40,000 Hospitality Properties Trust.................. 1,160,000
85,000 Innkeepers USA Trust. ........................ 1,179,375
45,000 Security Capital Atlantic, Inc................ 1,102,500
19,900 Security Capital Industrial Trust............. 507,450
15,000 Starwood Lodging.............................. 826,875
40,000 Storage USA, Inc.............................. 1,505,000
40,000 Trinet Corporate Realty Trust, Inc............ 1,420,000
50,000 Weeks Corporation............................. 1,662,500
------------
TOTAL REAL ESTATE INVESTMENT TRUSTS
(Cost $15,886,587)........................................ 18,211,809
------------
See notes to consolidated financial statements.
F - 14
<PAGE>
Principal Issuer, Coupon and Maturity Date Value
- --------- -------------------------------- -----
COMMERCIAL PAPER--4.05%
$ 15,000,000 Morgan Stanley Group
5.37% 02/14/97............................... $ 14,887,875
------------
TOTAL COMMERCIAL PAPER
(Amortized cost $14,901,550)........................... 14,887,875
------------
CORPORATE BONDS--1.07%
4,000,000 Associates Corporation of North America
5.25% 09/01/98............................... 3,941,560
------------
TOTAL CORPORATE BONDS
(Amortized cost $3,950,280)............................ 3,941,560
------------
GOVERNMENT AGENCIES--54.11%
2,000,000 Federal Home Loan Bank
5.22% 01/16/97............................... 1,995,200
2,000,000 Federal Home Loan Bank
5.20% 02/04/97............................... 1,989,500
18,500,000 Federal Home Loan Mortgage Corporation
5.40% 01/02/97............................... 18,494,369
2,100,000 Federal Home Loan Mortgage Corporation
5.45% 01/10/97............................... 2,096,850
10,120,000 Federal Home Loan Mortgage Corporation
5.45% 01/21/97............................... 10,088,122
30,000,000 Federal Home Loan Mortgage Corporation
5.27% 01/30/97............................... 29,865,000
8,000,000 Federal Home Loan Mortgage Corporation
5.22% 02/06/97............................... 7,955,600
26,000,000 Federal Home Loan Mortgage Corporation
5.25% 02/13/97............................... 25,828,400
23,200,000 Federal Home Loan Mortgage Corporation
5.26% 02/28/97............................... 22,997,341
11,000,000 Federal National Mortgage Association
5.26% 01/09/97............................... 10,985,150
17,000,000 Federal National Mortgage Association
5.33% 02/03/97............................... 16,913,300
9,500,000 Federal National Mortgage Association
5.33% 02/04/97............................... 9,450,125
10,000,000 Federal National Mortgage Association
5.22% 02/10/97............................... 9,938,500
10,000,000 Federal National Mortgage Association
5.33% 02/10/97............................... 9,938,500
2,000,000 Federal National Mortgage Association
5.20% 03/04/97............................... 1,981,380
15,700,000 Federal National Mortgage Association
5.23% 03/13/97............................... 15,532,952
2,000,000 Federal National Mortgage Association
5.19% 04/03/97............................... 1,972,513
1,100,000 United States Treasury Bill
5.56% 08/21/97............................... 1,063,477
------------
TOTAL GOVERNMENT AGENCIES
(Amortized cost $199,134,028).......................... 199,086,279
------------
TOTAL MARKETABLE SECURITIES
(Amortized cost $233,872,445).................................. 236,127,523
------------
TOTAL INVESTMENTS--100.00%
(Cost $364,721,889)............................................ $367,930,727
============
See notes to consolidated financial statements.
F - 15
<PAGE>
APPENDIX A
DESCRIPTION OF PROPERTIES
The following table summaries the properties currently held by the Account.
Details regarding each property are provided after the table.
<TABLE>
<CAPTION>
Property Location Year Year Net
Built Purchased Rentable Percent
Area Units Leased
(sq.ft.)
<S> <C> <C> <C> <C> <C>
MULTI-FAMILY
The Crest at Shadow Mountain El Paso, TX 1992 1997 NA 232 92%
Westcreek Westlake Village, CA 1988 1997 NA 126 94%
Royal St. George W. Palm Beach, FL 1995 1996 NA 224 94%
Monte Vista Littleton, CO 1995 1996 NA 219 90%
Brixworth Atlanta, GA 1989 1995 NA 271 88%
The Greens At Metrowest Orlando, FL 1990 1995 NA 200 92%
OFFICE BUILDINGS
Southbank Phoenix, AZ 1995 1996 122,535 NA 100%
RETAIL
River Oaks Woodbridge, VA 1995 1996 90,885 NA 94%
The Lynwood Collection Raleigh, NC 1988 1996 86,362 NA 100%
The Millbrook Collection Raleigh, NC 1988 1996 102,221 NA 83%
Plantation Grove Ocoee, FL 1995 1995 73,655 NA 95%
INDUSTRIAL
Interstate Acres Urbandale, IA 1981-1988 1997 440,000 NA 97%
Westinghouse Coral Springs, FL NA 1997 75,630 NA 100%
Arapahoe Park E Boulder, CO 1979-1982 1996 129,425 NA 100%
Interstate Crossing Eagan, MN 1995 1996 131,380 NA 100%
River Road Fridley, MN 1995 1995 100,584 NA 100%
Butterfield El Paso, TX 1980-1981 1995 183,600 NA 100%
</TABLE>
MULTI-FAMILY RESIDENTIAL COMPLEXES
The Crest At Shadow Mountain - El Paso, Texas
On January 31, 1997, the Account purchased the fee interest (i.e.,
ownership of underlying land and all buildings and other improvements on the
land) in The Crest at Shadow Mountain Apartments, a first class garden apartment
complex located in El Paso, Texas, for a purchase price of approximately
$9,150,000. The property is not subject to a mortgage.
The Crest at Shadow Mountain Apartments was built in 1992 and is located
on 9.5 acres of land. The complex contains 232 one, two and three bedroom units
in 17 two-story apartment buildings. Buildings are of wood frame construction
with stucco and brick exteriors and pitched composition shingle roofs. The
project includes a community clubhouse/leasing office with a fitness center,
outdoor pool, sports court and sand volleyball court. Apartment units offer
fully equipped kitchens, cable, walk-in closets, ceiling fans, thermo-pane
windows and are wired for contract security systems. There are 332 parking
spaces plus 91 covered carports. The complex is currently 92% occupied with
monthly rents averaging $590 per unit. Rents are comparable with competitive
A - 1
<PAGE>
complexes and are not subject to rent regulation. The Account will be
responsible for the expenses of operating the property.
The Crest at Shadow Mountain Apartments is located approximately seven
miles west of the El Paso central business district. The El Paso metropolitan
area, with a current population of almost seven hundred thousand persons has
experienced population growth over the past five years that is more than twice
the national rate. This growth is expected to continue.
Westcreek Apartments - Westlake Village, California
On January 2, 1997, the Account purchased the fee interest in Westcreek
Apartments, a luxury garden apartment complex located in Westlake Village,
California, for a purchase price of approximately $13.0 million. The property is
not subject to a mortgage.
Westcreek Apartments was built in 1988 and is located on approximately
10.4 acres of land. The complex contains 126 one- and two-bedroom units in 11
two-story buildings, with each unit containing such amenities as a microwave
oven, fireplace, washer and dryer and nine foot ceilings. Building exteriors are
stucco with tile roofs. There are 128 covered parking spaces plus 76 uncovered
parking spaces. Residents have use of an on-site clubhouse with a fully equipped
weight room and a swimming pool. The complex is currently 94% occupied with
monthly rents averaging $1,090 per unit. Rents are comparable with competitive
complexes and are not subject to rent regulation. The Account will be
responsible for the expenses of operating the property.
Westlake Village is located approximately 38 miles northwest of downtown
Los Angeles in Ventura County. Ventura County has enjoyed above-average
population growth during the last five years and this growth is expected to
continue into the foreseeable future.
Royal St. George Apartments - West Palm Beach, Florida
On December 20, 1996, the Account purchased the fee interest in Royal
St. George Apartments, a first class garden apartment complex located in West
Palm Beach, Florida, for a purchase price of approximately $15.9 million. The
property is not subject to a mortgage.
Royal St. George Apartments was built in 1995 and is located on 10.4
acres of land. The complex contains 224 one-, two- and three-bedroom units in 8
two- and three-story buildings, with each unit containing such amenities as a
washer and dryer, patio or solarium, and a security system. Upper level units
contain vaulted ceilings. Building exteriors are stucco with tile roofs. There
are 388 parking spaces plus 64 detached garages. Residents have use of an
on-site clubhouse, a fully equipped exercise center, swimming pool and two
lighted tennis courts. The complex is currently 94% occupied with monthly rents
averaging $834 per unit. Rents are comparable with competitive complexes and are
not subject to rent regulation. The Account will be responsible for the expenses
of operating the property.
Royal St. George Apartments is located three miles south of the West
Palm Beach central business district. The West Palm Beach metropolitan area,
with a current population of almost one million persons, has experienced
population growth over the past five years that is more than twice the national
rate. This growth is expected to continue.
Monte Vista Apartments -- Littleton, Colorado
On June 21, 1996, the Account purchased the fee interest in Monte Vista
Apartments, a luxury garden apartment complex located in Littleton, Colorado,
A - 2
<PAGE>
for a purchase price of approximately $17.6 million. The property is not
subject to a mortgage.
Monte Vista Apartments was built in 1995, and is located on
approximately 15.1 acres of land. The complex consists of 219 one- and
two-bedroom units in 22 two-story buildings, with units containing such
amenities as 9 foot ceilings, a gas fireplace and an attached garage. Building
exteriors are brick and siding. There are 221 uncovered parking spaces in
addition to the garages. Residents have use of an on-site clubhouse, a fully
equipped exercise center and swimming pool. The complex is currently 90%
occupied with monthly rents averaging $923 per unit. Rents are comparable with
competitive complexes in the locality and are not subject to rent regulation.
The Account will be responsible for the expenses of operating the property.
Littleton is located 10 miles southwest of downtown Denver. Denver, the
capital of Colorado, is the largest city in the seven-state Rocky Mountain
region. The population of the Denver metropolitan area, which includes
Littleton, has grown steadily during the past ten years and is expected to
continue to expand into the near future.
Brixworth Apartments -- Atlanta, Georgia
On December 28, 1995, the Account purchased the fee interest in
Brixworth Apartments, a first class garden apartment complex located in Atlanta,
Georgia, for a purchase price of approximately $15.6 million. The property is
not subject to a mortgage.
Brixworth Apartments was built in 1989 and is located on approximately
10.8 acres of land. The complex contains 271 one- and two- bedroom apartment
units in 11 three story buildings, with each unit containing such amenities as a
washer and dryer and a patio or balcony. Building exteriors are brick and wood.
There are 420 parking spaces in the complex. Residents have use of an on-site
clubhouse, which includes a fitness center and swimming pool. Brixworth
Apartments is currently 88% occupied. Average monthly rents are $795 per unit.
Rents are comparable with competitive communities and are not subject to rent
regulation. The Account will be responsible for the expenses of operating the
property.
Brixworth Apartments is located in northeast Atlanta in DeKalb County,
near several shopping facilities and employment centers. Atlanta has experienced
positive population and employment growth over the last 15 years and serves as
the financial and administrative center for the southeastern United States.
The Greens at Metrowest Apartments -- Orlando, Florida
On December 15, 1995, the Account purchased the fee interest in The
Greens at Metrowest, a luxury garden apartment complex located in Orlando,
Florida, for a purchase price of approximately $12.5 million. The property is
not subject to a mortgage.
The Greens at Metrowest Apartments was built in 1990, and is located on
approximately 16.7 acres of land. The complex consists of 200 one- and
two-bedroom units in 27 two story buildings, with each unit containing such
amenities as a washer and dryer, a screened porch, and, in many of the units, a
fireplace and vaulted ceilings. Building exteriors are stucco with concrete
tiled roofs. There are 402 parking spaces in the complex. Residents have use of
an on-site clubhouse, which includes an exercise facility and swimming
A - 3
<PAGE>
pool. The complex is currently 92% occupied, with monthly rents averaging $815
per unit. Rents are comparable with competitive complexes and are not subject to
rent regulation. The Account will be responsible for the expenses of operating
the property.
The complex is located in the 1,800 acre master planned development of
Metrowest which contains an 18 hole golf course. Its proximity to several major
highways gives residents easy access to Orlando's major employment centers.
Orlando has experienced strong population and employment growth during the last
decade. While tourism and entertainment account for 40% of local jobs, the
region's economy is diversifying by attracting "high-tech" industries and is
growing in importance as a warehouse and distribution location.
OFFICE BUILDINGS
Southbank Business Park - Phoenix, Arizona
On February 27, 1996, the Account purchased the fee interest in a
122,535 square foot office/service building in Phoenix, Arizona, for a purchase
price of approximately $10.05 million. The property is not subject to a
mortgage.
The building, completed in 1995, is located on approximately 9.9 acres
of land with 645 parking spaces. It is currently 100% leased by four tenants in
the service industry, with rents averaging $9.01 per square foot. None of the
leases expire until the years 2000 and 2001, when leases on 65% of the space
expire; those leases together represent total annual rent payments of
approximately $727,300. Although the terms vary under each lease, most of the
expenses for operating the property are either borne or reimbursed by the
tenants.
The building is located within the Southbank Business Park adjacent to
the Phoenix Airport and is easily accessible from all areas of the metropolitan
Phoenix area. Phoenix has experienced positive population and employment growth
over the last 15 years. Over 29% of its employment base is comprised of
employees in the service industry.
NEIGHBORHOOD SHOPPING CENTERS
River Oaks Shopping Center - Woodbridge, Virginia
On July 12, 1996, the Account purchased, through a wholly-owned
subsidiary, the fee interest in River Oaks Shopping Center, a 90,885 square foot
neighborhood shopping center located in Woodbridge, Virginia, for a purchase
price of approximately $13.0 million. The property is not subject to a mortgage.
The center, built in 1995, is located on approximately 10.42 acres of
land with space for 402 cars. It is currently 94% occupied and is anchored by a
64,885 square foot Giant supermarket, a regional supermarket chain. Rents,
including a rent guarantee from the seller for the 6% of vacant space, average
$14.19 per square foot. Although the terms vary under each lease, most of the
expenses for operating the property are either borne or reimbursed by the
tenants. Over the next five years, leases on 19% of the center's space expire;
those leases together represent total annual rent payments of $352,695 in the
year of their expiration. The Giant lease expires in the year 2021.
The center is located 25 miles south of Washington, D.C. in Prince
William County. The Washington, D.C. metropolitan area has grown
significantly since 1980, with a current population of approximately 4.5
A - 4
<PAGE>
million people. Woodbridge has been developing as a bedroom community for
workers commuting to Washington, D.C. and to neighboring Fairfax County.
The Lynnwood Collection -- Raleigh, North Carolina
On March 29, 1996, the Real Estate Account purchased the fee interest in
The Lynnwood Collection, an 86,362 square foot neighborhood shopping center
located in Raleigh, North Carolina, for a purchase price of approximately $6.5
million. The property is not subject to a mortgage.
The center, which was built in 1988, is located on approximately 10.3
acres of land and has space for 426 cars. It is currently 100% occupied, and is
anchored by a 52,337 square foot Kroger supermarket, a national supermarket
chain. Rents average $13.08 per square foot. Although the terms vary under each
lease, most of the expenses for operating the property are either borne or
reimbursed by the tenants. Over the next five years, leases on 39% of the
center's space expire; those leases together represent total annual rent
payments of $426,810 in the year of their expiration. The Kroger lease expires
in the year 2015.
The center is located in north Raleigh, the city's primary growth
corridor. Raleigh is the capital of North Carolina and has experienced strong
population growth. As part of what is referred to as the "Research Triangle," it
has attracted major business and industries and has a large pool of highly
educated workers.
The Millbrook Collection -- Raleigh, North Carolina
On March 29, 1996, the Account purchased the fee interest in The
Millbrook Collection, a 102,221 square foot neighborhood shopping center located
in Raleigh, North Carolina, for a purchase price of approximately $6.7 million.
The property is not subject to a mortgage.
The center, which was built in 1988, is located on approximately 14.4
acres of land with space for 670 cars. The center is currently 83% occupied and
is anchored by a 52,337 square foot Kroger supermarket. Rents average $11.09 per
square foot. Although the terms vary under each lease, most of the expenses for
operating the property are either borne or reimbursed by the tenants. Over the
next five years, leases on 29% of the center's space expire; those leases
together represent total annual rent payments of $327,066 in the year of their
expiration. The Kroger lease expires in the year 2015.
The center is located within the city limits of Raleigh, North Carolina
in a well-established neighborhood. The Raleigh area is discussed in the
description of the Lynnwood Collection set forth above.
Plantation Grove Shopping Center -- Ocoee, Florida
On December 28, 1995, the Account purchased the fee interest in
Plantation Grove Shopping Center, a 73,655 square foot neighborhood shopping
center located near Orlando, Florida, for a purchase price of approximately $7.3
million. The property is not subject to a mortgage.
The center, built in 1995, is located on approximately 14 acres of land
with space for 401 cars. It is currently 95% occupied and is anchored by a
47,955 square foot Publix supermarket, a regional supermarket chain. Rents
average $9.86 per square foot. Although the terms vary under each lease, most of
the expenses for operating the property are either borne or reimbursed by the
tenants. Over the next five years, leases on 30% of the center's space expire;
those leases together represent total annual rent payments of $340,772 in the
year of their expiration. The Publix lease expires in the year 2015.
A - 5
<PAGE>
The Orlando, Florida area is discussed in the description of The Greens
at Metrowest Apartments set forth immediately above.
INDUSTRIAL PROPERTIES
Interstate Acres - Urbandale, Iowa
On January 24, 1997, the Account purchased the fee interest in four
warehouse distribution buildings located in Urbandale, Iowa, for a purchase
price of approximately $13,565,000. Rents on the buildings, which together have
440,000 square feet of rentable space, average $3.19 per square foot. The
buildings are not subject to a mortgage.
The buildings, built between 1981 and 1988, are located on approximately
29.6 acres of land with space for 388 cars. The buildings are presently 97%
leased to 15 tenants under leases which expire over the eight year period from
1998-2005.
Urbandale lies approximately 10 miles northwest of downtown Des Moines.
All buildings are located within the Interstate Acres Industrial Park which is
approximately 1/2 mile east of a full interchange with Interstates 35 and 80.
The population of the Des Moines metropolitan area, which includes Urbandale,
has grown steadily during the past five years and is expected to continue to
expand consistent with the national average into the near future.
Westinghouse Facility - Coral Springs, Florida
On February 5, 1997, the Account purchased the fee interest in a
single-story industrial building located in Coral Springs, Florida for a
purchase price of approximately $6,069,000. The improvements which have been
recently completed for the Westinghouse Corporation have 75,630 square feet.
Westinghouse Corporation occupies 100% of the building area under a ten year net
lease. The initial rent is $7.29 per square feet for the first five years of the
lease term increasing to $8.02 per square foot for the second five years.
The subject property is located in northwest Broward County within the
municipality of Coral Springs and is in Corporate Park of Coral Springs, a 600
acre master-planned commercial industrial park. Corporate Park has enjoyed
significant success and development in recent years primarily due to the
completion of the Sawgrass Expressway, which provides a link to I-95, I-75 and
I-595.
Arapahoe Park East - Boulder, Colorado
On October 31, 1996, the Account purchased the fee interest in five
research and development buildings located in Boulder, Colorado, for a purchase
price of approximately $9.9 million. Rents on the buildings, which together have
129,425 square feet of rentable space, average $8.83 per square foot. The
buildings are not subject to a mortgage.
The buildings, built between 1979 and 1982, are located on approximately
6.46 acres of land with space for 332 cars. Ball Aerospace Corp., a leading
aerospace and telecommunications equipment manufacturer, leases 100% of the five
buildings under leases which expire over the three year period from 1998 to
2000.
Boulder is located 25 miles northwest of Denver, the largest city in the
seven-state Rocky Mountain region and the capital of Colorado. The population of
the Denver metropolitan area, which includes Boulder, has grown steadily during
the past ten years and is expected to continue to expand into the near future.
Boulder's economy has been strengthened in recent years by the
A - 6
<PAGE>
establishment of several high tech firms in the area, which have attracted a
highly-educated and skilled labor force.
Interstate Crossing - Eagan, Minnesota
On December 31, 1996, the Account purchased the fee interest in two
industrial buildings located in Eagan, Minnesota, for a purchase price of
approximately $6.4 million. Rents on the buildings, which together have 131,380
square feet of rentable space, average $5.10 per square foot. The buildings are
not subject to a mortgage.
The buildings, built in 1995, are located on approximately 10.6 acres of
land with space for 288 parking spaces. The buildings are presently 100% leased
to 10 tenants, with the majority of leases expiring in 2000 and 2001.
The subject property is located 10 miles southeast of downtown
Minneapolis and 7 miles south of downtown St. Paul. The twin cities of
Minneapolis -- St. Paul currently have a population of 2.7 million people and
enjoy a strong and diverse economy.
Other Industrial Properties
On November 22, 1995, the Account purchased the fee interest in a
warehouse property located near Minneapolis, Minnesota for a purchase price of
approximately $4.1 million. Rents on the property average $3.77 per square foot.
On December 22, 1995, the Account purchased leasehold interests (i.e., interests
in the leases on the underlying land and ownership of the buildings and other
improvements on the land) in two warehouse properties located in El Paso, Texas
for an aggregate purchase price of approximately $4.4 million dollars. Rents on
the properties average $2.71 per square foot, after payment of the ground rent.
Although the terms vary under each lease, most of the expenses for operating
each of the properties are either borne or reimbursed by the tenants. None of
the properties are subject to a mortgage.
Set forth below are further details relating to each facility:
Lease
Building Year Current Major Expira-
Property Size Built Occupancy Tenants tion Date
(sq. ft.)
Fridley,
Minnesota
River Road
Distribution Center 100,584 1995 100% Packaging 2005
Materials,
Inc.
El Paso, Texas
Butterfield warehouse 80,000 1980 100% Rockwell 2000
Zane Gray warehouse 103,600 1981 100% D.J. Inc. 2003
A - 7
<PAGE>
APPENDIX B
MANAGEMENT OF TIAA
The Trustees and principal executive officers of TIAA, and their
principal occupations during the last five years, are as follows:
Trustees
- --------
David Alexander, 64.
American Secretary, Rhodes Scholarship Trust, and Trustees' Professor, Pomona
College. Formerly, President, Pomona College, until 1991.
Marcus Alexis, 65.
Board of Trustees, Professor of Economics and Professor of Management and
Strategy, Northwestern University.
Willard T. Carleton, 62.
Karl L. Eller Professor of Finance, College of Business and Public
Administration, University of Arizona.
Robert C. Clark, 53.
Dean and Royall Professor of Law, Harvard Law School, Harvard University.
Flora Mancuso Edwards, 52.
Of Counsel to the law firm of Dublirer, Haydon, Straci & Victor since 1996.
Professor of English as a Second Language, Middlesex County College, since
October 1995. Formerly, President, Middlesex County College until October 1995.
Estelle A. Fishbein, 62.
General Counsel of The Johns Hopkins University since 1975. Elected Vice
President and General Counsel of the University, April 1991.
Frederick R. Ford, 61.
Executive Vice President and Treasurer, Purdue University.
Martin J. Gruber, 59.
Chairman of the Department of Finance and Nomura Professor of Finance, New York
University Stern School of Business.
Ruth Simms Hamilton, 59.
Professor, Department of Sociology and Urban Affairs Programs, and Director,
African Diaspora Research Project, Michigan State University.
B - 1
<PAGE>
Dorothy Ann Kelly, O.S.U., 67.
President, College of New Rochelle.
Robert M. O'Neil, 62.
Professor of Law, University of Virginia and Director, The Thomas Jefferson
Center for the Protection of Free Expression.
Leonard S. Simon, 60.
Chairman, President and Chief Executive Officer, RCSB Financial, Inc., since
September 1995. Formerly, Chairman and Chief Executive Officer, The Rochester
Community Savings Bank, from 1984 until September 1995.
Ronald L. Thompson, 47.
Chairman of the Board and Chief Executive Officer, Midwest Stamping Co.
Formerly, Chairman of the Board and President, The GR Group, until 1993.
Paul R. Tregurtha, 61.
Chairman, Chief Executive, and Director, Mormac Marine Group, Inc.; Vice
Chairman and Director, The Interlake Steamship Company; Chairman and Director,
Moran Transportation Company; and Chairman, MAC Acquisitions, Inc.
Charles J. Urstadt, 68.
Chairman and Chief Executive Officer, HRE Properties (a real estate investment
trust) and Trustee Emeritus, Pace University.
William H. Waltrip, 59.
Chairman and Chief Executive Officer, Bausch & Lomb Inc., since January 1996.
Chairman and Chief Executive Officer, Technology Solutions Company, since 1993.
Formerly, Chairman and Chief Executive Officer, Biggers Brothers, Inc., and Vice
Chairman, Unifax, from 1991 until 1993.
Rosalie J. Wolf, 55.
Treasurer and Chief Investment Officer, The Rockefeller Foundation since 1994.
Formerly, Executive Vice President, Sithe Energies, Inc. from January 1994 to
June 1994, and Managing Director, Bankers Trust Company, from 1989 to 1993.
Officer-Trustees
- ----------------
John H. Biggs, 60.
Chairman and Chief Executive Officer, TIAA and CREF, since 1993. Formerly,
President and Chief Operating Officer, TIAA and CREF.
B - 2
<PAGE>
Thomas W. Jones, 47.
Vice Chairman, TIAA and CREF, since 1995. President and Chief Operating Officer,
TIAA and CREF, since 1993. Formerly, Executive Vice President, Finance and
Planning, TIAA and CREF.
Martin L. Leibowitz, 60.
Vice Chairman and Chief Investment Officer, TIAA and CREF, since November 1995.
Executive Vice President, TIAA and CREF, from June 1995 to November 1995.
Formerly, Managing Director -- Director of Research and member of the Executive
Committee, Salomon Brothers, Inc.
Other Officers
- --------------
Richard L. Gibbs, 50.
Executive Vice President, TIAA and CREF, since 1993, and Vice President,
TIAA-CREF Investment Management, Inc. ("Investment Management") and TIAA-CREF
Individual & Institutional Services, Inc. ("Services"), since 1992; Executive
Vice President, Teachers Advisors, ("Advisors") since 1995. Formerly, Vice
President, Finance, TIAA and CREF.
Albert J. Wilson, 64.
Vice President and Chief Counsel, Corporate Secretary, TIAA and CREF, since
1991.
Richard J. Adamski, 54.
Vice President and Treasurer, TIAA and CREF, since March 1991; Vice President
and Treasurer, Investment Management and Services, since 1992; Vice President
and Treasurer, Teachers Personal Investors Services, Inc. and Advisors, since
1994.
B - 3
<PAGE>
PART II
INFORMATION NOT REQUIRED IN A PROSPECTUS
<PAGE>
Item 13. Other Expenses of Issuance and Distribution.
--------------------------------------------
SEC Registration Fees $1,515,151.52
Costs of printing and
engraving $ 500,000.00*
Legal fees $ 2,500.00*
Accounting fees $ 5,000.00*
-------------
TOTAL $2,022,651.52*
- -----------------
* - Approximate
Item 14. Indemnification of Directors and Officers.
------------------------------------------
Trustees, officers, and employees of TIAA may be indemnified
against liabilities and expenses incurred in such capacity pursuant to Article
Six of TIAA's bylaws (see Exhibit 3(B)). Article Six provides that, to the
extent permitted by law, TIAA will indemnify any person made or threatened to be
made a party to any action, suit or proceeding by reason of the fact that such
person is or was a trustee, officer, or employee of TIAA or, while a trustee,
officer, or employee of TIAA, served any other organization in any capacity at
TIAA's request. To the extent permitted by law, such indemnification could
include judgments, fines, amounts paid in settlement, and expenses, including
attorney's fees. TIAA has in effect an insurance policy that will indemnify its
trustees, officers, and employees for liabilities arising from certain forms of
conduct.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers, or employees of
TIAA, pursuant to the foregoing provision or otherwise, TIAA 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 of expenses incurred or paid by a
trustee, officer, or employee in the successful defense of any action, suit or
proceeding) is asserted by a trustee, officer, or employee in connection with
the securities being registered, TIAA 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 15. Recent Sales of Unregistered Securities.
----------------------------------------
On July 3, 1995, the Account issued 1,000,000 accumulation units
to TIAA, at $100 per unit, in consideration of TIAA's $100,000,000 seed money
investment. This transaction was
II - 1
<PAGE>
exempt from registration under Section 4(2) of the Securities Act
of 1933.
Item 16. Exhibits and Financial Statement Schedules.
-------------------------------------------
(a) Exhibits
(1) Distribution and Administrative Services Agreement by
and between TIAA and TIAA-CREF Individual &
Institutional Services, Inc. (as amended)*
(3) (A) Charter of TIAA (as amended)*
(B) Bylaws of TIAA (as amended)**
(4) (A) Forms of RA, GRA, GSRA, SRA, and IRA Real Estate
Account Contract Endorsements*
(B) Forms of Income-Paying Contracts*
(5) Opinion and Consent of Charles H. Stamm, Esquire***
(10) (A) Independent Fiduciary Agreement by and among TIAA,
the Registrant, and Institutional Property
Consultants, Inc. (as amended)
(B) Custodial Services Agreement by and between TIAA and
Morgan Guaranty Trust Company of New York with respect to
the Real Estate Account*
(23) (A) Opinion and Consent of Charles H. Stamm, Esquire
(filed as Exhibit 5)***
(B) Consent of Sutherland, Asbill & Brennan, L.L.P.***
(C) Consent of Deloitte & Touche LLP***
(27) Financial Data Schedule of the Account's
Financial Statements for the year ended December 31, 1996
- -------------------------------
* - Previously filed and incorporated herein by reference to Post-Effective
Amendment No. 2 to the Account's previous Registration Statement on Form S-1
filed April 30, 1996 (File No. 33-92990).
** - Previously filed and incorporated herein by reference to the Account's Form
10-Q Quarterly Report for the quarter ended June 30, 1996 (File No. 33-92990).
*** - To be filed by Amendment
II - 2
<PAGE>
(b) Financial Statement Schedules
Schedule III -- Real Estate Owned
All other Schedules have been omitted because they are not required
under the related instructions or are inapplicable.
Item 17. Undertakings.
-------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) To provide the full financial statements of TIAA promptly upon
written or oral request.
Following are the full audited financial statements of TIAA:
[To be filed by Amendment]
II - 3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant, TIAA Real Estate Account, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on the 5th day of March, 1997.
TIAA REAL ESTATE ACCOUNT
By: TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Peter C. Clapman
---------------------------------
Peter C. Clapman
Senior Vice President and
Chief Counsel, Investments
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, trustees and
officers of Teachers Insurance and Annuity Association of America, in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ John H. Biggs Chairman of the Board and
- ---------------------------- Chief Executive Officer
John H. Biggs (Principal Executive Officer) 3-5-97
/s/ Thomas W. Jones Vice Chairman, President and 3-5-97
- ---------------------------- Chief Operating Officer
Thomas W. Jones (Principal Financial Officer)
and Trustee
/s/ Martin L. Leibowitz Vice Chairman, Chief 3-5-97
- ---------------------------- Investment Officer and Trustee
Martin L. Leibowitz
/s/ Richard L. Gibbs Executive Vice President 3-5-97
- ---------------------------- (Principal Accounting Officer)
Richard L. Gibbs
II - 4
<PAGE>
Signature of Trustee Date Signature of Trustee Date
- -------------------- ---- -------------------- ----
/s/ David Alexander 3-5-97
- ------------------------- ---------------------------
David Alexander Dorothy Ann Kelly, O.S.U.
/s/ Marcus Alexis 3-5-97 /s/ Robert M. O'Neil 3-5-97
- ------------------------- ----------------------------
Marcus Alexis Robert M. O'Neil
/s/ Willard T. Carleton 3-5-97 /s/ Leonard S. Simon 3-5-97
- ------------------------- ----------------------------
Willard T. Carleton Leonard S. Simon
/s/ Robert C. Clark 3-5-97 /s/ Ronald L. Thompson 3-5-97
- ------------------------- ----------------------------
Robert C. Clark Ronald L. Thompson
- ------------------------- ----------------------------
Flora Mancuso Edwards Paul R. Tregurtha
/s/ Charles J. Urstadt 3-5-97
- ------------------------- ----------------------------
Estelle A. Fishbein Charles J. Urstadt
/s/ Frederick R. Ford 3-5-97 /s/ William H. Waltrip 3-5-97
- ------------------------- ----------------------------
Frederick R. Ford William H. Waltrip
/s/ Martin J. Gruber 3-5-97 /s/ Rosalie J. Wolf 3-5-97
- ------------------------- ----------------------------
Martin J. Gruber Rosalie J. Wolf
/s/ Ruth Simms Hamilton 3-5-97
- -------------------------
Ruth Simms Hamilton
TEACHER INSURANCE AND ANNUITY ASSOCIATION
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
June 9, 1995
Institutional Property Consultants, Inc.
4330 La Jolla Village Drive, Suite 310
San Diego, California 92122
RE: Teachers Insurance and Annuity
Association of America
Real Estate Separate Account;
ERISA Independent Fiduciary
------------------------------
Dear Sirs:
This letter sets forth the terms and conditions under which Teachers
Insurance and Annuity Association of America (the "Company") offers to appoint
Institutional Property Consultants, Inc. ("IPC") to serve as the Independent
Fiduciary, as defined below, under the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") for a new real estate pooled separate account (the
"Account") designed primarily for investment by participants in defined
contribution plans qualified under (Section) 401(a) and (Section) 403(a) of the
Internal Revenue Code of 1986, as amended, ("Code"), Code (Section) 403(b)
plans, and certain individual retirement annuities under (Section) 408 of the
Code.
1. Background
----------
On December 22, 1994 the Company filed an application (the
"Application") with the Department of Labor ("DOL") for exemption from
certain potential prohibited transactions under (Section) 406 of ERISA
and (Section) 4975 of the Code with respect to certain transactions or
classes of transactions involving the establishment and subsequent
administration by the Company of the Account. Among other features, the
Account offers a stand-by liquidity mechanism under which units of
interest in the Account ("Units") may be purchased or sold by the
Company. The Application contemplates that various
<PAGE>
Institutional Property Consultants, Inc. Page 2
June 9, 1995
aspects of the Account's operation will be subject to the oversight of
an independent fiduciary ("Independent Fiduciary") which will be a
business organization with substantial real estate investment
experience and which will be familiar with the responsibilities of a
fiduciary with respect to benefit plans under ERISA. The Independent
Fiduciary will act for the exclusive benefit of the plan participants
who elect to participate in the Account.
As of this date, the Application has yet to be approved by the
DOL, although on the basis of discussions to date with the
representatives of the DOL, the Company has no reason to believe that
an exemption with respect to the Account will not be issued in due
course. However, prior to the final disposition of the Application by
the DOL, the Company intends to appoint an Independent Fiduciary who
will undertake responsibility for such activities and such classes of
transactions as are described in the Application, pages 16-33, and for
such other matters as the Company may from time to time request.
Included in the Application are descriptions of the responsibilities of
the Independent Fiduciary. The proposed valuation procedures and rules
for the Account are described in the Application and in Exhibit A to
this Agreement.
2. Compensation
------------
Compensation for services rendered by IPC pursuant to this
Agreement shall be paid from the Account in the amounts and in
accordance with the terms and conditions set forth in Schedule 1
attached hereto.
3. Duties and Responsibilities of the Company
------------------------------------------
The Company is an investment manager, as defined in Section
3(38) of ERISA, with respect to the Account, and shall be primarily
responsible, as a fiduciary under ERISA, for all aspects of the
establishment and administration of the Account. The Company alone
shall be responsible for making determinations with respect to the
acquisition and disposition of properties by the Account and for all
other aspects of the investment of Account assets, subject to the
duties and responsibilities of IPC specifically set forth in the
Application and paragraph 4 hereof.
<PAGE>
Institutional Property Consultants, Inc. Page 3
June 9, 1995
4. Duties and Responsibilities of IPC
----------------------------------
A. IPC's duties and responsibilities under this Agreement shall be
those set forth in the Application and as described below:
(1) IPC will review and approve the valuation of the Account
and of the properties held in the Account as outlined on
pages 24-27 of the Application and as more specifically
described in Valuation Procedures and Rules which shall be
adopted for the Account by the Company and which shall be
subject to the approval of IPC. (A copy of the current
draft of the valuation procedures and rules for the
Account is attached as Exhibit A.)
(2) IPC will approve the appointment of all independent
appraisers retained by the Company to perform periodic
valuations of Account properties. For this purpose, the
Company will forward to IPC information provided to the
Company with respect to the background, education and
experience of each such independent appraiser.
(3) IPC may require an appraisal in addition to those
conducted by an independent appraiser appointed as
provided in clause (2) above, when it believes that the
characteristics of a particular property have changed
materially or with respect to any property where it deems
an additional appraisal to be necessary or appropriate in
order to assure a correct Account valuation. IPC will
perform such reviews of Account properties as it may
determine to be necessary or desirable in establishing the
necessity of such additional appraisals. IPC shall have
the authority to designate independent appraisers to be
hired by the Company to perform any such additional
appraisals, but the Company hereby reserves the right to
disapprove any such selection. Accordingly, IPC shall
notify the Company at least fourteen (14) days prior to
the anticipated hiring of any appraiser not previously
approved by the Company. Any such appraiser will be deemed
approved by the Company if the Company fails to object
within fourteen (14) days of receipt of the aforesaid
notice and the Company will, thereupon, hire such
appraiser. The Company may in its sole discretion withdraw
its approval
<PAGE>
Institutional Property Consultants, Inc. Page 4
June 9, 1995
of an appraiser at any time prior to hiring such appraiser
for future appraisals by giving a notice of withdrawal of
its approval.
(4) IPC shall review purchases and sales of Units by Account
participants and the Company to assure that correct
Account values are applied. IPC shall also review the
fixed repayment schedule applicable to the redemption of
Seed Money Units during the Start Up Period, as defined in
the Application, as approved by the New York Insurance
Department. With respect to the foregoing, IPC may rely
upon the truth, completeness and correctness of
information provided to it by the Company or by the
independent auditor designated by the Company with respect
to the Account.
(5) After (and, if necessary, during) the Start Up Period, as
defined in the Application, IPC will determine with the
Company the appropriate "trigger" guidelines relating to
the level of the Company's ongoing ownership of Liquidity
Units in the Account, as defined in the Application, and
the manner in which any reduction of the Company's
participation in excess of such guidelines is to be
effected as contemplated under the Application. If IPC and
the Company agree that asset sales may be required in
order to reduce the Company's ownership of Units in the
Account, IPC will participate in the planning of any such
program of sales, including the selection of the
properties to be sold and the guidelines to be followed in
making such sales.
(6) In the event of the termination of the Account as
described on pages 27-29 of the Application, IPC will
approve the sale of Account properties and supervise
Account operation during the Wind Down Period (as defined
in the Application). Such period will commence with the
Company's notice to Account participants of its
termination of the Account and will end on the date that
no Units are held by any Participant (and, if applicable,
Participating Plans), as defined in the Application.
(7) IPC will review and approve the investment
<PAGE>
Institutional Property Consultants, Inc. Page 5
June 9, 1995
guidelines established by the Company for the Account and
will monitor the conformity of all property acquisitions
and sales with the requirements of such guidelines.
(8) With respect to any other transaction or matter involving
the Account that is submitted to IPC by the Company, IPC
will review said transaction or matter in order to
determine whether it is fair to the Account and in the
Account's best interests.
B. In the event that the Company or the DOL or any other
governmental agency requires or requests IPC to perform
additional functions reasonably related to the type of review
described herein, or to undertake duties with respect to the
Account beyond those specifically enumerated herein, these
additional duties and functions shall be deemed to be included
among the duties of IPC under this Agreement, provided that:
(1) The Company requests IPC to perform such activity in
writing; and
(2) IPC and the Company determine the nature and amount of any
additional compensation that may be appropriate with
respect to such additional duties. If IPC and the Company
are not able to agree upon the nature and amount of any
additional compensation, IPC and the Company hereby agree
to submit any disputed issues to arbitration and to be
bound by the results thereof; provided, however, that IPC
shall nevertheless perform the additional duties described
above during the time required for a final determination
to be made with respect to the nature and/or amount of any
additional compensation that it may receive.
C. IPC will meet with the Company on a quarterly basis to review
the activities of the Account and the actions that IPC has
taken under this Agreement. IPC will submit to the Company a
summary report from time to time as it may deem necessary or
appropriate, but no less frequently than annually. Such report
shall be a written report that summarizes and explains all
actions and activities that IPC has undertaken since the
submission of the last such report or the commencement of its
terms, except those actions and activities that IPC in its
judgment deems to be not material. All or
<PAGE>
Institutional Property Consultants, Inc. Page 6
June 9, 1995
any part of any such report may, after consultation with IPC,
be provided by the Company to any Account participant or to the
DOL or any other governmental agency. IPC shall maintain
appropriate records of its actions and activities under this
Agreement and will allow the Company to review such records
during normal business hours upon reasonable prior request by
the Company, and the Company, after consultation with IPC, may
provide the results of any such review to the DOL or to any
other governmental agency.
D. IPC may make all reasonable inquiries, consult with whomever it
reasonably deems necessary, do all acts that are reasonably
necessary to the performance of its duties, and review such
Company documents as are reasonably appropriate for carrying
out its responsibilities under this Agreement. All work to be
performed pursuant to this paragraph 5, may be performed during
normal business hours at the Company's Home Office, 730 Third
Avenue, New York, New York 10017 or such other place as may be
reasonably designated by IPC, including IPC's offices.
5. Representations
---------------
IPC represents and agrees that:
A. IPC has at least five years of experience with respect to
commercial real estate investments.
B. The gross income which is received by IPC (or any partnership
or corporation of which IPC is a 10 percent or more partner or
shareholder) from the Company and its affiliates (as defined in
any proposed exemption issued with respect to the Account) for
any fiscal year ending during the term of this Agreement shall
not exceed 5 percent of its annual gross income from all
sources for the preceding fiscal year. Such income limitation
will include services rendered to the Account as the
Independent Fiduciary under any prohibited transaction
exemption granted by the DOL. IPC will provide, on an annual
basis, a report to the Company of the gross income it receives
from the Company as a percentage of the gross income received
during the preceding fiscal year.
C. IPC shall not (i) acquire any property from, sell any
<PAGE>
Institutional Property Consultants, Inc. Page 7
June 9, 1995
property to or borrow any funds from, the Company or any of its
affiliates during the period for which it serves as an
Independent Fiduciary under this Agreement and for a period of
six months thereafter, or (ii) negotiate any such transaction
described in (i) during the period that IPC serves as the
Independent Fiduciary.
D. In the event that the DOL requires additional representations
by IPC, it is agreed that IPC will make any such reasonably
required representations that are true in fact.
6. Independent Status
------------------
As the Independent Fiduciary, IPC shall not be an agent of the
Company. In keeping with this status, IPC shall be free to control its
method of fulfilling its responsibilities within the framework of its
obligations to the Participants and their beneficiaries (and, if
applicable, Participating Plans), as defined in the Application, and to
the Company.
7. Fiduciary Standards/Confidentiality
-----------------------------------
Notwithstanding any other provision of this Agreement, it is
understood that IPC will act as a fiduciary, as defined in ERISA, with
respect to the Participants and their beneficiaries (and, if
applicable, Participating Plans) that invest in the Account, and that
IPC will perform its duties under this Agreement for the exclusive
benefit of such Participants, their beneficiaries and Participating
Plans and in conformity with the legal requirements imposed upon it by
ERISA.
It is understood that IPC will not unnecessarily engage in any
activity in connection with this appointment that is adverse to the
interest of the Company. IPC may provide similar independent fiduciary
services with respect to other benefit plans subject to ERISA; provided
that IPC does not use or disclose in such relationships confidential
information obtained by it in the course of providing services under
this Agreement.
Upon termination of this Agreement, IPC will disclose to the
Company all material in its possession that has been
<PAGE>
Institutional Property Consultants, Inc. Page 8
June 9, 1995
released to it by the Company or produced pursuant to this Agreement.
Such material may be retained by IPC if it deems such retention to be
necessary to protect its interests or the interests of the Participants
and their beneficiaries (and, if applicable, Participating Plans) that
have invested in the Account. If IPC retains any such material, it
shall promptly notify the Company in writing of such action. The
aforesaid notice shall include an itemized list of all retained
documents and other materials. Upon receipt of the aforesaid notice, or
at any time thereafter, the Company may at its option, require that IPC
deliver all such retained material to the person who succeeds to its
position as Independent Fiduciary. However, IPC may retain any
materials that it deems necessary to protect its interests, provided
that copies of said materials are furnished to either the Company or
IPC's successor as Independent Fiduciary, upon request. IPC will not at
any time during the term of this Agreement or thereafter disclose any
of the Company's trade secrets, confidential business methods, or any
other confidential information which it may have acquired during its
service as Independent fiduciary under this Agreement.
8. Personnel
---------
IPC agrees that, without limiting its responsibilities under
this Agreement or under ERISA, primary responsibility for the
performance of the services contemplated under this Agreement shall be
assigned to Barbara R. Cambon and that it will use its best efforts to
assure that Barbara R. Cambon continues to act in such capacity during
the term of this Agreement. In the event that Barbara R. Cambon does
not, for any reason, continue to serve in such capacity, IPC agrees
that it will assign primary responsibility for the duties contemplated
under this Agreement to a senior employee of similar experience and
ability.
9. Effective Date/Termination/Notice
---------------------------------
A. This Agreement shall become effective on the date of receipt by
the Company of a copy of this Agreement that has been executed
by IPC and by an authorized officer of the Company.
B. IPC's appointment shall commence on the date this Agreement
becomes effective for a five year term, and
<PAGE>
Institutional Property Consultants, Inc. Page 9
June 9, 1995
shall be renewable by the Company, from time to time and
without limitation on the number of renewals, for additional
three (3) year terms. Upon expiration of IPC's appointment
without renewal this Agreement shall terminate. IPC may
terminate this Agreement at any time but must give at least 180
days prior written notice to the Company. The Company may
terminate this Agreement and IPC's appointment prior to the
expiration of the term of its appointment if: (1) a special
subcommittee of the Company's Mortgage Committee, after an
annual revue, decides to terminate the Agreement upon 180 days
prior written notice; or (2) if the Company determines that IPC
has breached any representation set forth in paragraph 5 or
that IPC has failed to carry out its responsibilities under
this Agreement in an effective manner, or is unable to do so.
The Company may terminate this agreement if it determines that
a merger or restructuring of IPC with or into another entity
may cause a conflict of interest that shall impair IPC's
ability to carry out its responsibilities under this Agreement
in an effective manner. The Company may terminate this
Agreement at any time prior to the date on which Units are
acquired by a Participant (or, if applicable, Participating
Plan). In the event that IPC's term shall terminate as
described in this paragraph 9B, IPC shall be compensated only
for services performed by it prior to the date of such
termination.
C. Unless otherwise expressly provided herein, any notice, demand
or request under this Agreement shall be deemed to have been
properly given and served by depositing the same in the United
States mail, addressed as provided herein, postpaid and
registered or certified with return receipt requested. Any such
notice, demand or request shall be effective upon being
deposited in the United States mail. However, the time period
in which a response or action to any such notice, demand or
request must be given or taken shall commence to run from the
date of receipt on the return receipt of the notice, demand or
request by the addressee thereof. Rejection or other refusal to
accept or the inability to deliver because of changed address
of which no notice was given shall be deemed to be receipt of
the notice, demand or request. Notice to the Company shall be
addressed to Joan H. Fallon, Director, Teachers Insurance and
Annuity Association of America, 730 Third Avenue, New York, New
York, 10017-3206, with a copy to
<PAGE>
Institutional Property Consultants, Inc. Page 10
June 9, 1995
Jeanne Cullinan Ray, Vice President and Chief Counsel,
Teachers Insurance and Annuity Association of America, 730
Third Avenue, New York, New York, 10017-3206, (or such other
person or persons as the Company may designate). Notice to IPC
shall be addressed to Barbara R. Cambon, Institutional
Property Consultants, Inc., 4330 La Jolla Village Drive, Suite
310, San Diego, California 92122.
10. Indemnification and Insurance
-----------------------------
A. Subject to the limitations in clause C of this paragraph 10,
IPC shall be indemnified and saved harmless by the Account from
and against any and all claims of liability arising in
connection with the exercise of its duties and responsibilities
to the Account by reason of any act or omission, including all
expenses reasonably incurred in the defense of such act or
omission, unless (1) it shall be established by final judgement
of a court of competent jurisdiction that such act or omission
involved a violation of the duties imposed by Part 4 of Title I
of ERISA on the part of IPC or (2) in the event of a settlement
or other disposition of such claim involving the Account, it is
determined by written opinion of independent counsel acceptable
to both parties that such act or omission involved a violation
of the duties imposed by Part 4 of Title I of ERISA on the part
of IPC.
B. Subject to the limitation in clause C of this paragraph 10, the
Account shall pay expenses (including reasonable attorneys'
fees and disbursements), judgments, fines and amounts paid in
settlement incurred by IPC in connection with any of the
proceedings described above, in advance of the final
disposition of such proceedings, provided that (1) IPC shall
repay such advances to the Account, plus reasonable interest,
if it is established by a final judgment of a court of
competent jurisdiction, or by written opinion of independent
counsel under the circumstances described in section A above,
that IPC violated its duties under Part 4 of Title I of ERISA,
and (2) IPC shall, in the discretion and upon the request of
the Company, provide a bond or make other appropriate
arrangements for repayment of advances. Notwithstanding the
foregoing, no such advances shall be made in connection with
any claim against IPC that
<PAGE>
Institutional Property Consultants, Inc. Page 11
June 9, 1995
is made by the Account or the Company, provided that upon the
final disposition of such claim, the expenses (including
reasonable attorneys' fees and disbursements), judgments, fines
and amounts paid in settlement incurred by IPC shall be
reimbursed by the Account to the extent provided above.
C. The indemnification provided under clauses A and B of this
paragraph 10 shall apply only to claims and expenses not
actually covered by insurance. IPC agrees to maintain
professional liability coverage that includes coverage for its
responsibilities under this Agreement, with limits of at least
$1 million, throughout the term of this Agreement.
11. Entire Agreement
----------------
This letter contains the entire agreement between the parties.
However, where the text of this Agreement contains express reference to
the Application, or specific paragraphs of the Application, it is the
intention of the parties that the Application be incorporated in this
Agreement for the purpose of construing the meaning of such express
references. This Agreement may not be changed orally or by conduct but
only by agreement in writing signed by both parties.
12. No Waiver
---------
Failure to insist upon strict compliance with any of the terms,
covenants, or conditions of this Agreement shall not be deemed a waiver
of such term, covenant, or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one or more times
be deemed a waiver or relinquishment of such right or power at any
other time or times.
13. Severability
------------
The invalidity or unenforceability of any provision of this
Agreement shall in no way affect the validity or enforceability of any
other provision.
<PAGE>
Institutional Property Consultants, Inc. Page 12
June 9, 1995
14. Choice of Law
-------------
This Agreement and performance hereunder is subject to ERISA.
However, to the extent that this Agreement and performance hereunder is
not governed by ERISA or other applicable federal law, the laws of the
State of New York shall apply. The choice of law embodied in this
paragraph 15 shall be effective irrespective of the jurisdiction in
which any suit, action or proceeding may be instituted.
Please signify your acceptance by signing below and returning a copy of
this letter to the Company.
Sincerely,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By /s/ Joan H. Fallon
------------------
Joan H. Fallon
Accepted:
Institutional Property Consultants, Inc.
By: /s/ Barbara R. Cambon Date: June 9, 1995
---------------------- ------------
Barbara R. Cambon
<PAGE>
SCHEDULE 1
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
FIDUCIARY COMPENSATION SCHEDULE
FOR REAL ESTATE SEPARATE ACCOUNT
--------------------------------
The annual fee payable to IPC shall be $100,000 per year plus its
reasonable direct out-of-pocket expenses. The annual fee shall be paid
quarterly, on first business day of each quarter, in advance, with the first
quarterly payment due on July 3, 1995. Direct out-of-pocket expenses shall be
reimbursed as incurred and shall be limited to reasonable travel-related
expenses, including transportation, hotels, and meals incurred in the
performance of IPC's duties. IPC shall, however, bear the cost of all operating
and administrative expenses relating to the performance of its obligations and
duties under this Agreement.
<PAGE>
EXHIBIT A
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
VALUATION PROCEDURES AND RULES
FOR REAL ESTATE ACCOUNT
-----------------------
This outline summarizes the basic elements of the valuation procedures
and rules for the Account.
Basic Principles
- ----------------
1. The valuation of equity real estate holdings is not an exact science;
it requires appraisals which are independent estimates of market
value.
A. Sales are the best measure of the value of equity real estate
holdings, but since they don't occur frequently, appraisals are
generally believed to be the best estimate of value at a given
point in time.
B. Independent appraisals are expensive, and a balance is required
between the accuracy of the estimate of value and the cost to
the Account of additional appraisals.
2. The Account's valuation procedures and rules are under the direct
supervision of an Independent Fiduciary and operate within guidelines
and limits established by the Independent Fiduciary.
Valuation Procedures for the Account
- ------------------------------------
1. Independent Fiduciary. The valuation of Account properties is
conducted under the supervision of the Independent Fiduciary.
A. The valuation procedures and rules will be approved by the
Independent Fiduciary. They cannot be changed without the
consent of the Independent Fiduciary.
B. The rules will limit the extent to which a property's value can
change without the prior approval of the Independent Fiduciary.
C. The Independent Fiduciary may require a new independent
appraisal of any property at any time.
<PAGE>
2. Initial Valuation. The initial value of each property will be the
price at which it is acquired (including all expenses relating to
purchase, such as acquisition fees, legal fees and expenses, and other
closing costs).
3. Scheduled Valuations.
---------------------
A. Independent Appraisals. Each property will be valued by an
independent appraiser at least once per year.
(i) The appraisal cycle will be set up so that properties
will be independently appraised in as even a pattern
as practical over the course of a calendar year. This
will be done by assigning to each property, at the
time it is purchased, the month in which its
independent appraisal will occur each year.
(ii) The independent appraisers selected by TIAA must be
approved by the Independent Fiduciary.
(iii) The following would be among the factors generally
considered in the annual appraisal:
- description and condition of the property
- regional and local market conditions
- current and projected occupancy levels
- highest and best use of the property
- cost approach
- sales comparison approach
- income approach including discounted cash flow
analysis
B. Quarterly Updates. TIAA's staff will update the independent
appraisals on a quarterly basis.
(i) Appraisal assumption (e.g. discount rates and rates
of inflation) will be reviewed and revised as
necessary.
(ii) Occupancy levels, cash flow, etc. will be reviewed as
well as regional and local market conditions.
<PAGE>
C. Accruals. The Accumulation, Seed and Liquidity Unit Values of
the Account may change by a daily accrual of projected income
and expenses during a given month. The Annuity Unit values of
the Account may change on the last calendar day of each month
by the accrual of projected income and expenses for that month.
4. Special Adjustments. The value of a given property could be adjusted at
any time to reflect any immediate or significant changes in value.
5. Limits and Supervision
A. The Independent Fiduciary receives quarterly valuation reports
from TIAA which, in addition to their involvement, detail
Account activity. The format of these reports will be developed
with the Independent Fiduciary. The Fiduciary will, therefore,
be familiar with Account properties.
B. Daily accruals of income and expenses, as well as incremental
adjustments in property value (from quarterly updates), will be
reported to the Independent Fiduciary as they are included in
the Unit value calculation.
C. Material changes in value (as described in D. below) and all
independent appraisals will be approved by the Fiduciary prior
to inclusion in a Unit Value calculation.
D. TIAA cannot, without the prior approval of the Independent
Fiduciary, change the values of one or more properties if such
changes would exceed the following limits:
(i) The adjustment would result in a 6 percent increase
or decrease in the value of a given property since
the last independent appraisal of that property;
(ii) The adjustments would result in a greater than 2
percent change in the value of the Account since the
prior monthly valuation date; or
(iii) The adjustments would result in a greater than 4
percent change in the value of the Account within any
quarter.
<PAGE>
In addition, the Independent Fiduciary will approve any adjustments
made within the first three months after the receipt of the annual appraisal
performed by an independent qualified appraiser.
<PAGE>
TEACHER INSURANCE AND ANNUITY ASSOCIATION
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
October 5, 1995
Institutional Property Consultants, Inc.
4330 La Jolla Village Drive
San Diego, California 92122
Re: Teachers Insurance and Annuity Association
of America Real Estate Separate Account;
ERISA Independent Fiduciary
------------------------------------------
Dear Sirs:
This letter supplements the June 9, 1995 letter setting forth the terms
and conditions under which Teachers Insurance and Annuity Association of America
(the "Company") appointed Institutional Property Consultants, Inc. ("IPC") to
serve as an Independent Fiduciary under the Employee Retirement Income Security
Act of 1974 ("ERISA") for its Real Estate Account ("Account").
Section 4A. of the June 9, 1995 letter setting forth the duties and
responsibilities of IPC is amended by the addition of new subparagraph (9) to
read as follows:
(9) IPC will review and approve in advance any exercise of discretion
by the Company to accelerate the fixed repayment schedule applicable to
the redemption of Seed Money Units and will only give its approval upon
determining that it would be to the benefit of the Account's
participants to do so.
Sincerely,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Joan H. Fallon
------------------
Joan H. Fallon
Accepted:
INSTITUTIONAL PROPERTY CONSULTANTS, INC.
By: /s/ Barbara R. Cambon Date: October 5, 1995
--------------------- ---------------
Barbara R. Cambon
<PAGE>
TEACHER INSURANCE AND ANNUITY ASSOCIATION
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
June 24, 1996
Institutional Property Consultants, Inc.
4330 La Jolla Village Drive
San Diego, California 92122
Re: Teachers Insurance and Annuity Association
of America Real Estate Separate Account;
ERISA Independent Fiduciary
------------------------------------------
Dear Sir or Madam:
This letter supplements the June 5, 1995 and the October 5, 1995
letters setting forth the terms and conditions under which Teachers Insurance
and Annuity Association of America (the "Company") appointed Institutional
Property Consultants, Inc. ("IPC") to serve as an Independent Fiduciary under
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") for
its Real Estate Account ("Account").
Section 9B. of the June 9, 1995 letter setting forth the
termination provisions is deleted and replaced by a new Section
9B. to read as follows:
IPC's appointment shall commence on the date this Agreement becomes
effective for a five year term, and shall be renewable by the Company,
from time to time, and without limitation on the number of renewals,
for additional three (3) year terms. The Company shall delegate to a
special subcommittee of the Company's Mortgage Committee (the
"Subcommittee") the sole power to renew any such appointment and the
Subcommittee shall not renew the appointment if forty percent (40%) of
the Subcommittee members disapprove
<PAGE>
Institutional Property Consultants, Inc. Page 2
June 24, 1996
of such renewal. Upon expiration of IPC's appointment without renewal
this Agreement shall terminate. IPC may terminate this Agreement at any
time but must give at least 180 days prior written notice to the
Company. The Company must terminate this Agreement and IPC's
appointment prior to the expiration of the term of its appointment if a
majority of the Special Subcommittee members determines that: (1) IPC
has breached any representation set forth in paragraph 5; (2) that IPC
has failed to carry out its responsibilities under this Agreement in an
effective manner, or is unable to do so; or (3) that a merger or
restructuring of IPC with or into another entity may cause a conflict
of interest that shall impair IPC's ability to carry out its
responsibilities under this Agreement in an effective manner. In the
event that IPC's term shall terminate as described in this paragraph
9B., IPC shall be compensated only for services performed by it prior
to the date of such termination.
Sincerely,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Joan H. Fallon
------------------
Joan H. Fallon
Accepted:
INSTITUTIONAL PROPERTY CONSULTANTS, INC.
By: /s/ Barbara R. Cambon Date: June 27, 1996
--------------------- -------------
Barbara R. Cambon
<PAGE>
TEACHERS INSURANCE AND ANNUITY ASSOCIATION
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
February 11, 1997
Institutional Property Consultants, Inc.
4330 La Jolla Village Drive
San Diego, California 92122
Re: Teachers Insurance and Annuity Association
of America Real Estate Separate Account;
ERISA Independent Fiduciary
------------------------------------------
Dear Sir or Madam:
This letter supplements the June 5, 1995, the October 5,
1995, and the June 24, 1996 letters setting forth the terms and
conditions under which Teachers Insurance and Annuity Association
of America (the "Company") appointed Institutional Property
Consultants, Inc. ("IPC") to serve as an Independent Fiduciary
under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") for its Real Estate Account ("Account").
Section 9B. of the June 9, 1995 letter, as amended by the
June 24, 1996 letter, setting forth the termination provisions is
deleted and replaced by a new Section 9B. to read as follows:
IPC's appointment shall commence on the date this Agreement
becomes effective for a five year term, and shall be
renewable by the Company, from time to time, and without
limitation on the number of renewals, for additional three
(3) year terms. The Company shall delegate to a special
subcommittee of the Company's Investment Committee (the
"Subcommittee") the sole power to renew any such appointment
and the Subcommittee shall not renew the appointment if forty
percent (40%) of the Subcommittee members disapprove of such
renewal. Upon expiration of IPC's appointment without
renewal this Agreement shall terminate. IPC may terminate
this Agreement at any time but must give at least 180 days
prior written notice to the Company. The Company must
terminate this Agreement and IPC's appointment prior to the
expiration of the term of its appointment if a majority of
the Special Subcommittee members determines that: (1) IPC has
breached any representation set forth in paragraph 5; (2)
<PAGE>
Institutional Property Consultants, Inc. Page 2
February 11, 1997
that IPC has failed to carry out its responsibilities under
this Agreement in an effective manner, or is unable to do so;
or (3) that a merger or restructuring of IPC with or into
another entity may cause a conflict of interest that shall
impair IPC's ability to carry out its responsibilities under
this Agreement in an effective manner. In the event that
IPC's term shall terminate as described in this paragraph
9B., IPC shall be compensated only for services performed by
it prior to the date of such termination.
Sincerely,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /S/ Joan H. Fallon
-------------------------
Joan H. Fallon
Accepted:
INSTITUTIONAL PROPERTY CONSULTANTS, INC.
By: /s/ Barbara R. Cambon Date: 2/11/97
---------------------
Barbara R. Cambon
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000946155
<NAME> TIAA REAL ESTATE ACCOUNT
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 364,721,889
<INVESTMENTS-AT-VALUE> 367,930,727
<RECEIVABLES> 47,480,000
<ASSETS-OTHER> 6,979,540
<OTHER-ITEMS-ASSETS> 3,981,740
<TOTAL-ASSETS> 426,372,007
<PAYABLE-FOR-SECURITIES> 51,354,619
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,322,335
<TOTAL-LIABILITIES> 56,676,954
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3,295,786
<SHARES-COMMON-PRIOR> 1,172,498
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 369,695,053
<DIVIDEND-INCOME> 456,579
<INTEREST-INCOME> 5,570,907
<OTHER-INCOME> 7,580,686
<EXPENSES-NET> (1,155,796)
<NET-INVESTMENT-INCOME> 12,452,376
<REALIZED-GAINS-CURRENT> 141,439
<APPREC-INCREASE-CURRENT> 3,189,100
<NET-CHANGE-FROM-OPS> 15,782,915
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,123,288
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 249,436,708
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 642,042
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,155,796
<AVERAGE-NET-ASSETS> 189,541,526
<PER-SHARE-NAV-BEGIN> 102.566
<PER-SHARE-NII> 6.836
<PER-SHARE-GAIN-APPREC> 1.709
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 111.111
<EXPENSE-RATIO> .610
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
