-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C6lqXC+xQ+Tac6Ll553gwcQwU3VMUh7PDk3up5PSbBNRlSxuQtN3gAxlWSf/OEpg 6Ge0ewXHPubC0PInuusRrw== 0000950123-98-010552.txt : 19981210 0000950123-98-010552.hdr.sgml : 19981210 ACCESSION NUMBER: 0000950123-98-010552 CONFORMED SUBMISSION TYPE: N-4/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19981209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIAA CREF LIFE SEPARATE ACCUNT VA-1 CENTRAL INDEX KEY: 0001067490 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 131624203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-4/A SEC ACT: SEC FILE NUMBER: 333-61761 FILM NUMBER: 98766544 FILING VALUES: FORM TYPE: N-4/A SEC ACT: SEC FILE NUMBER: 811-08963 FILM NUMBER: 98766545 BUSINESS ADDRESS: STREET 1: TIAA CREF STREET 2: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124909000 MAIL ADDRESS: STREET 1: TIAA CREF STREET 2: 730 THIRD AVNEUE CITY: NEW YORK STATE: NY ZIP: 10017 N-4/A 1 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM N-4 1 As filed with the Securities and Exchange Commission on December 9, 1998 File No. 333-61761 File No. 811-08963 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 1 [X] Post-Effective Amendment No. ___ [ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 1 [ ] TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 (Exact Name of Registrant) TIAA-CREF LIFE INSURANCE COMPANY (Name of Depositor) 730 Third Avenue New York, New York 10017 (800) 842-2733 (Address and Telephone Number of Depositor's Principal Executive Offices) Peter C. Clapman, Esq. TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017 (Name and Address of Agent for Service of Process) Copy to: Steven B. Boehm, Esq. Sutherland, Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, D. C. 20004-2415 Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness of the Registration Statement. Title of Securities Being Registered: Individual, Deferred Variable Annuity Contracts THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), SHALL DETERMINE. 2 PROSPECTUS TIAA-CREF LIFE INSURANCE COMPANY PERSONAL ANNUITY SELECT INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT FUNDED THROUGH TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 JANUARY 4, 1999 3 PROSPECTUS DATED JANUARY 4, 1999 PERSONAL ANNUITY SELECT INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT FUNDED THROUGH TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 OF TIAA-CREF LIFE INSURANCE COMPANY This prospectus describes information you should know before investing in the Personal Annuity Select, an individual deferred variable annuity contract offered by TIAA-CREF Life Insurance Company (TIAA-CREF Life) and funded through the TIAA-CREF Life Separate Account VA-1 (the separate account). Read it carefully before investing, and keep it for future reference. The contract is designed for individual investors who desire to accumulate funds on a tax-deferred basis for retirement or other long-term investment purposes, and to receive future payment of those funds as lifetime income or through other payment options. Whether the contract is available to you is subject to approval by regulatory authorities in your state. Contractowners may allocate premiums either to the separate account, which currently has one investment account invested in the Stock Index Fund of the TIAA-CREF Life Funds, or to a TIAA-CREF Life fixed account, or both. As with all variable annuities, your accumulation in the variable component of your contract can increase or decrease, depending on how well the investment account, the Stock Index Fund, performs over time. TIAA-CREF Life doesn't guarantee the investment performance of the Stock Index Fund, and you bear the entire investment risk. More information about the separate account and the variable component of the contract is on file with the Securities and Exchange Commission (SEC) in a "Statement of Additional Information" (SAI) dated January 4, 1999. You can receive a free SAI by writing us at TIAA-CREF Life, 730 Third Avenue, New York, New York 10017-3206 (attention: Central Services), or by calling 800 842-2733, extension 5509. The SAI is "incorporated by reference" into the prospectus; that means it's legally part of the prospectus. The SAI's table of contents is on the last page of this prospectus. The SEC maintains a Website (www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding the separate account. THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY A CURRENT PROSPECTUS OR PROFILE FOR THE TIAA-CREF LIFE FUNDS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE CONTRACT IS NOT A DEPOSIT OF THE TIAA-CREF TRUST COMPANY, FSB, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY. 4 TABLE OF CONTENTS Definitions....................................................................3 Summary........................................................................4 TIAA-CREF Life Insurance Company and TIAA......................................7 The Separate Account...........................................................8 TIAA-CREF Life Funds--The Stock Index Fund.....................................8 Adding and Closing Accounts or Substituting Investment Portfolios..............9 The Contract--The Accumulation Period.........................................10 Charges.......................................................................13 The Contract--The Annuity Period..............................................15 Death Benefits................................................................16 Timing of Payments............................................................18 Federal Income Taxes..........................................................18 Condensed Financial Information; Performance Information......................20 General Matters...............................................................21 Distribution of the Contracts.................................................22 Legal Proceedings.............................................................23 This prospectus outlines the terms of the variable annuity issued by TIAA-CREF Life. It doesn't constitute an offering in any jurisdiction where such an offering can't lawfully be made. No dealer, salesman, or anyone else is authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus. If anyone does offer you such information or representations, you shouldn't rely on them. 2 5 DEFINITIONS Throughout the prospectus, "TIAA-CREF Life," "we," and "our" refer to TIAA-CREF Life Insurance Company. "You" and "your" mean any contractowner or any prospective contractowner. The terms and phrases below are defined so you'll know precisely how we're using them. To understand some definitions, you may have to refer to other defined terms. 1940 Act. The Investment Company Act of 1940, as amended. Accumulation. The total value of your accumulation units. Accumulation Period. The period that begins with your first premium and continues as long as you still have an amount accumulated in either the separate account or the fixed account. Accumulation Unit. A share of participation in the separate account. Annuitant. The natural person whose life is used in determining the annuity payments to be received. The annuitant may be the contractowner or another person. Annuity Partner. The natural person whose life is used in determining the annuity payments to be received under a survivor income option if the annuitant dies. The annuity partner is also known as the second annuitant. Beneficiary. Any person or institution named to receive benefits if you die during the accumulation period or if you die while any annuity income or death benefit payments remain due. You don't have to name the same beneficiary for both of these two situations. Business Day. Any day the New York Stock Exchange (NYSE) is open for trading. A business day ends at 4 p.m. Eastern Time, or when trading closes on the NYSE, if earlier. Calendar Day. Any day of the year. Calendar days end at the same time as business days. Contract. The fixed and variable components of the individual, flexible premium, deferred annuity described in this prospectus. Contractowner. The person (or persons) who controls all the rights and benefits under a contract. Fixed Account. The component of the contract guaranteeing principal plus a specified rate of interest supported by assets in TIAA-CREF Life's general account. General Account. All of TIAA-CREF Life's assets other than those allocated to the separate account or to any other TIAA-CREF Life separate account. Income Option. Any of the ways you can receive annuity income, which must be from the fixed account. 3 6 Internal Revenue Code (IRC). The Internal Revenue Code of 1986, as amended. Premium. Any amount you invest in the contract. Separate Account. TIAA-CREF Life Separate Account VA-1, which was established by TIAA-CREF Life under New York State law to fund your variable annuity. The separate account holds its assets apart from TIAA-CREF Life's other assets. Survivor Income Option. An option that continues lifetime annuity payments as long as either the annuitant or the annuity partner is alive. TIAA. Teachers Insurance and Annuity Association of America, TIAA-CREF Life's parent company. TIAA-CREF Life. TIAA-CREF Life Insurance Company. Valuation Day. Any day the NYSE is open for trading, as well as the last calendar day of each month. Valuation days end as of the close of all U.S. national exchanges where securities or other investments of the separate account are principally traded. Valuation days that aren't business days end at 4 p.m. Eastern Time. SUMMARY Read this summary together with the detailed information you'll find in the rest of the prospectus. WHAT IS THE PERSONAL ANNUITY SELECT VARIABLE ANNUITY CONTRACT? The contract is an individual, flexible premium (you can contribute varying amounts) deferred annuity, whose variable component is funded by the TIAA-CREF Life Separate Account VA-1, a separate investment account of TIAA-CREF Life. The contract accepts only after-tax dollars (i.e., your contributions can't be excluded from your gross income for tax purposes). It is available to you subject to applicable state regulatory approval. Currently, the separate account has only one investment account, which invests in shares of the Stock Index Fund of the TIAA-CREF Life Funds. The value of accumulation units credited to your contract and the amount of the variable annuity payments depend on the investment experience of the Stock Index Fund. TIAA-CREF Life does not guarantee the investment performance of the separate account. Thus, you bear the full investment risk for all amounts contributed to the separate account. Like earnings from other annuity products, earnings on your accumulations in the separate account aren't taxed until withdrawn or paid as annuity income. 4 7 WHAT EXPENSES MUST I CURRENTLY PAY UNDER THE CONTRACT? Here's a summary of the direct and indirect expenses under the contract. CONTRACTOWNER TRANSACTION EXPENSES Sales load imposed on purchases (as a percentage of premiums).........................................None Deferred sales load (as a percentage of premiums or amount surrendered, as applicable)...........................None Premium taxes.................................................................................See below(1) Surrender fees (as a percentage of amount surrendered)................................................None Exchange fee..........................................................................................None ANNUAL CONTRACT EXPENSES.......................................................................................None SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value) Mortality and expense risk charge (current)(2) ..................................................... 0.10% Administrative expense charge (current)(2)...........................................................0.20% Total separate account annual charges (after fee waiver)(2)..........................................0.30% FUND ANNUAL EXPENSES (as a percentage of fund average net assets) TIAA-CREF Life Funds- Stock Index Fund Management fee (investment advisory)(after fee waiver)(3)............................................0.07% Other expenses...................................................................................... None Total fund annual expenses (after fee waiver)(3).....................................................0.07% TOTAL ANNUAL EXPENSES(2)(3)(4)................................................................................0.37%
(1) Several states assess premium taxes on premiums paid under the contract. Where TIAA-CREF Life is required to pay this premium tax, it may deduct an amount equal to the amount of the premium tax paid from any premium payment. TIAA-CREF Life currently intends to make this deduction from premium payments only in Kentucky and South Dakota. In the remaining states that assess premium taxes, a deduction will be made only upon annuitization, death of the owner, or surrender. See "Other Charges and Expenses," page . (2) Although the total separate account charges stated under the contract are 1.20% per year, TIAA-CREF Life has waived these charges to 0.30%. TIAA-CREF Life will provide at least three months' notice before it raises these charges. (3) Although Teachers Advisors, Inc. (Advisors), the Stock Index Fund's investment adviser, is entitled to an annual fee of 0.30% of the fund's average daily net assets, it has voluntarily agreed to waive a portion of its fee. If Teachers Advisors imposed the full amount of its fee, total annual expenses payable under the contract would be 0.60%, assuming continued waiver of separate account charges. (4) If TIAA-CREF Life and Advisors imposed the full amount of the administrative expense, mortality and expense risk and investment advisory charges, total annual expenses would be 1.50%. We will provide at least three months' notice before we raise any of these charges. 5 8 The next table gives an example of the expenses you'd incur on a hypothetical investment of $1,000 in the Stock Index Fund investment account offered under your contract over several periods. The table assumes a 5% annual return on assets and that the current fee waivers are in place.
ANNUAL EXPENSE DEDUCTIONS FROM NET ASSETS 1 YEAR 3 YEARS - ----------------------------------------- ------ ------- If you withdraw your entire accumulation at the end of the applicable time period: $4 $12 If you annuitize at the end of the applicable time period: $4 $12 If you do not withdraw your entire accumulation: $4 $12
These tables are to help you understand the various expenses you would bear directly or indirectly as an owner of a contract. Remember that they don't represent actual past or future expenses or investment performance. Actual expenses may be higher or lower. For more information, see "Charges," page . HOW DO I PURCHASE A CONTRACT? To purchase a contract, you must complete an application and make an initial payment of at least $250, or $25 under an automatic investment plan using Electronic Funds Transfer (EFT). Additional contributions must be at least $25. For details, see "Purchasing a Contract and Remitting Premiums," page __. CAN I CANCEL MY CONTRACT? You can examine the contract and return it to TIAA-CREF Life for a refund, until the end of the "free look" period specified in your contract (which is a minimum of 10 days, but varies by state). In states that permit it, we'll refund the accumulation value calculated on the date that you returned the contract and the refund request to us. (Note that the value of your initial premium may have gone down during the period.) In states that don't allow us to refund accumulation value only, we'll refund the premiums you paid to the contract. We will consider the contract returned on the date it's postmarked and properly addressed with postage pre-paid or, if it's not postmarked, on the day we receive it. We will send you the refund within 7 days after we get written notice of cancellation and the return contract. If you live in a state that requires refund of premiums, your premiums and transfers allocated to the separate account during the "free look" period can't exceed $10,000. For details, see "Purchasing a Contract and Remitting Premiums," page __. CAN I TRANSFER OR MAKE CASH WITHDRAWALS FROM THE CONTRACT? Currently, you can transfer funds from the separate (variable) account to the fixed account as often as you like, but you can transfer from the fixed account to the separate account no more than once every 180 days. All transfers must be for at least $250 or your entire 6 9 account balance. All cash withdrawals must be for at least $1,000 or your entire account balance. YOU MAY HAVE TO PAY A TAX PENALTY IF YOU WANT TO MAKE A CASH WITHDRAWAL BEFORE AGE 59-1/2. For more, see "Income Options," page , and "Federal Income Taxes," page . WHAT ARE MY OPTIONS FOR RECEIVING ANNUITY PAYMENTS UNDER THE CONTRACT? All annuity payments are currently paid out of the fixed account. The contract offers a variety of annuity options, including: One-Life Annuities, which pay income as long as you live or until the end of a specified guaranteed period, whichever is longer; Fixed-Period Annuities, which pay income for a period of between 2 and 30 years; and Two-Life Annuities, which pay income to you as long as you live, then continue at either the same or a reduced level for the life of your annuity partner or until the end of a specified guaranteed period, whichever is longer. For details, see "The Contract -- The Annuity Period," page . WHAT DEATH BENEFITS ARE AVAILABLE UNDER THE CONTRACT? If you die before receiving annuity payments, your beneficiary can receive a death benefit, paid out of the fixed account. The amount of the death benefit will be the greater of the amounts you've accumulated in your accounts or the total premiums paid under your contract (less any cash withdrawals). For details, see "Death Benefits," page . TIAA-CREF LIFE INSURANCE COMPANY AND TIAA The contracts are issued by TIAA-CREF Life Insurance Company, a stock life insurance company organized under the laws of New York State on November 20, 1996. All of the stock of TIAA-CREF Life is held by TIAA-CREF Enterprises, Inc., a wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (TIAA). TIAA-CREF Life's headquarters are at 730 Third Avenue, New York, New York 10017-3206. TIAA-CREF Life's parent, TIAA, is a stock life insurance company, organized under the laws of New York State. It was founded on March 4, 1918, by the Carnegie Foundation for the Advancement of Teaching. TIAA is the companion organization of the College Retirement Equities Fund (CREF), the first company in the United States to issue a variable annuity. CREF is a nonprofit membership corporation established in New York State in 1952. Together, TIAA and CREF, serving approximately two million people, form the principal retirement system for the nation's education and research communities and the largest retirement system in the world, based on assets under management. As of September 30, 1998, TIAA's assets were approximately $100.3 billion; the combined assets for TIAA and CREF totalled approximately $222.1 billion (although neither TIAA nor CREF stands behind TIAA-CREF Life's guarantees). 7 10 THE SEPARATE ACCOUNT The separate account was established by TIAA-CREF Life as a separate investment account under New York law on July 27, 1998, by resolution of TIAA-CREF Life's Board of Directors. The separate account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended (the 1940 Act). As part of TIAA-CREF Life, the separate account is also subject to regulation by the State of New York Insurance Department (NYID) and the insurance departments of some other jurisdictions in which the contracts are offered (see the SAI). Although TIAA-CREF Life owns the assets of the separate account, and the obligations under the contracts are obligations of TIAA-CREF Life, the separate account's income, investment gains, and investment losses are credited to or charged against the assets of the separate account without regard to TIAA-CREF Life's other income, gains, or losses. Under New York law, we cannot charge the separate account with liabilities incurred by any other TIAA-CREF Life separate account or other business activity TIAA-CREF Life may undertake. Currently the separate account has only one investment account, which invests in shares of the Stock Index Fund (fund) of the TIAA-CREF Life Funds. The fund is described briefly below. TIAA-CREF LIFE FUNDS -- THE STOCK INDEX FUND GENERAL TIAA-CREF Life Funds is an open-end management investment company that was organized as a business trust under Delaware law on August 13, 1998. The TIAA-CREF Life Funds currently consists of a single investment portfolio -- The Stock Index Fund -- but may add other portfolios in the future. STOCK INDEX FUND The investment objective of the Stock Index Fund is favorable long-term return from a diversified portfolio selected to track the overall market for common stocks publicly traded in the U.S., as represented by a broad stock market index. The Stock Index Fund attempts to track the U.S. stock market as a whole by investing substantially all of its assets in a sampling of stocks included in the Russell 3000(R) index, an index consisting of the 3,000 largest publicly-traded U.S. corporations. Like any portfolio that the TIAA-CREF Life Funds might add in the future, the Stock Index Fund's current portfolio is subject to the risks involved in professional investment management, including those resulting from general economic conditions. The value of your accumulation, as in any investment portfolio, can fluctuate and you bear the entire risk. 8 11 FUND PROSPECTUS The investment objective, techniques and restrictions of the TIAA-CREF Life Funds are described fully in its prospectus and SAI. A copy of the prospectus or a profile of that prospectus accompanies this prospectus. The prospectus and SAI of the TIAA-CREF Life Funds may be obtained by writing TIAA-CREF Life Funds, 730 Third Avenue, New York, New York 10017-3206, or by calling 800 842-2733, extension 5509. You should read the prospectus for the TIAA-CREF Life Funds carefully before investing in the separate account. INVESTMENT MANAGEMENT Teachers Advisors, Inc. (Advisors), a subsidiary of TIAA, manages the assets of the TIAA-CREF Life Funds. Personnel of Advisors also manage the Stock Index Account of the TIAA Separate Account VA-1, as well as TIAA-CREF Mutual Funds. They also manage the CREF accounts on behalf of TIAA-CREF Investment Management, LLC, an investment adviser which is also a TIAA subsidiary. VOTING RIGHTS The separate account is the legal owner of the shares of the TIAA-CREF Life Funds offered through your contract and as such, has the right to vote its shares at any meeting of the TIAA-CREF Life Funds' shareholders, although the fund doesn't plan to hold annual meetings of shareholders. If and when shareholder meetings are held, we will give you the right to instruct us how to vote the shares that are attributable to your contract. Shares as to which no timely instructions are received will be voted by TIAA-CREF Life in the same proportion as the voting instructions which are received with respect to all contracts. TIAA-CREF Life may vote the shares of the fund in its own right in some cases, if it determines that it is legally permitted to do so. The number of fund shares attributable to each contractowner is determined by dividing the contractowner's interest in the applicable investment account by the net asset value of the fund. ADDING AND CLOSING ACCOUNTS OR SUBSTITUTING INVESTMENT PORTFOLIOS We can add new investment accounts in the future that would invest in other fund portfolios or other funds. We don't guarantee that the separate account, or any investment account added in the future, will always be available. We reserve the right to add or close accounts, substitute one investment portfolio for another, or combine accounts or investment portfolios. We can also make any changes to the separate account or to the contract required by applicable laws. TIAA-CREF Life can make some changes at its discretion, subject to NYID and SEC approval as required. The separate account can (i) operate under the Investment Company Act of 1940 as an investment company, or in any other form permitted by law, (ii) deregister under the 1940 Act if registration is no longer required, or (iii) combine with other separate accounts. As permitted by law, TIAA-CREF Life may transfer the separate account assets to another separate account or account of TIAA-CREF Life or another insurance company or transfer the contract to another insurance company. 9 12 THE CONTRACT -- THE ACCUMULATION PERIOD The contract is an individual flexible-premium (you can contribute varying amounts) deferred annuity that accepts only after-tax dollars. The rights and benefits under the variable component of the contract are summarized below; however, the descriptions you read here are qualified entirely by the contract itself. We plan on offering the contract in all fifty states and the District of Columbia, although currently the contract will not be available to residents in those states where we are awaiting regulatory approval. PURCHASING A CONTRACT AND REMITTING PREMIUMS Initial Premiums. We'll issue you a contract as soon as we receive your completed application and your initial premium at our home office. Please send your check, payable to TIAA-CREF Life Insurance Company, along with the application to: TIAA-CREF P.O. Box 71727 Chicago, IL 60694-1727 Initial premiums must be for at least $250. However, you may establish an automatic investment plan using electronic funds transfers with a minimum investment of $25 by completing an authorization form. (The initial payment must be made by check.) We will credit your initial premium within two business days after we receive all necessary information or the premium itself, whichever is later. If we don't have the necessary information within five business days, we'll return your initial premium unless you instruct us otherwise upon being contacted. Additional Premiums. Subsequent premiums must be for at least $25. Send a check payable to TIAA-CREF Life Insurance Company, along with a personalized payment coupon (supplied upon purchasing a contract) to: TIAA-CREF P.O. Box 95919 Chicago, IL 60694-5919 If you don't have a coupon, use a separate piece of paper to give us your name, address and contract number. These premiums will be credited as of the business day we receive them. Currently, TIAA-CREF Life will accept premiums at any time both the contractowner and the annuitant are living and your contract is in the accumulation period. However, we reserve the right not to accept premiums under this contract after you have been given three months' notice. Electronic Payment. You may make initial or subsequent investments by electronic payment. A federal wire is usually received the same day and an ACH is usually received by the second day after transmission. Be aware that your bank may charge you a fee to wire funds, although ACH is usually less expensive than a federal wire. Here's what you need to do: 1. If you are sending in an initial premium, send us your application; 2. Instruct your bank to wire money to: Citibank, N.A. ABA Number 021000089 New York, NY Account of : TIAA-CREF Life Insurance Company Account Number: 4068-4865 3. Specify on the wire: - Your name, address and Social Security Number(s) or Taxpayer Identification Number - Indicate if this is for a new application or existing contract (provide contract number if existing) Certain Restrictions. Except as described below, the contract doesn't restrict how large your premiums are or how often you send them, although we reserve the right to impose restrictions in the future. Your total premiums and transfers to the separate account during the "free look" period can't exceed $10,000 if you live in any of the following states: 10 13
"FREE LOOK" JURISDICTION PERIOD (DAYS) Georgia.................................................................. 10 Idaho.................................................................... 20 Louisiana................................................................ 10 Massachusetts............................................................ 10 Michigan................................................................. 10 Missouri................................................................. 10 Nebraska................................................................. 10 Nevada................................................................... 10 New Jersey............................................................... 10 North Carolina........................................................... 10 Oklahoma................................................................. 10 Rhode Island............................................................. 10 South Carolina........................................................... 31 Texas.................................................................... 10 Utah..................................................................... 10 Washington............................................................... 10 West Virginia............................................................ 10
In addition, total premiums and transfers to the fixed account in any 12-month period could be limited to $300,000. Call us for more information. ACCUMULATION UNITS The premiums you allocate to the separate (variable) account purchase accumulation units. We calculate how many accumulation units to credit by dividing the amount allocated to the particular investment account of the separate account by its accumulation unit value for the business day when we received your premium. We may use a later business day for your initial premium. To determine how many accumulation units to subtract for transfers and cash withdrawals, we use the unit value for the business day when we receive your completed transaction request and all required information and documents (unless you've chosen a later date). The value of the accumulation units will depend mainly on the investment experience of the underlying investment fund, though the unit value reflects expense deductions from assets (see "Charges," page 13). We calculate the unit value at the close of each valuation day. We multiply the previous day's unit value by the net investment factor for the pertinent investment account of the separate account. The net investment factor reflects, for the most part, changes in the net asset value of the shares of the fund held by the investment account, and investment income and capital gains distributed to the investment account. The net investment factor is decreased by the separate account's expense and risk charges. THE FIXED ACCOUNT This prospectus provides information mainly about the contract's variable component. Following is a brief description of the fixed account. 11 14 You can allocate premiums to the fixed account or transfer from the separate account to the fixed account at any time. Premiums allocated and amounts transferred to the fixed account become part of the general account assets of TIAA-CREF Life, which support various insurance and annuity obligations. The general account includes all the assets of TIAA-CREF Life, except those in the separate account or in any other TIAA-CREF Life separate investment account. Interests in the fixed account have not been registered under the Securities Act of 1933 (the 1933 Act), nor is the fixed account registered as an investment company under the 1940 Act. Neither the fixed account nor any interests therein are generally subject to the 1933 Act or 1940 Act. Currently, TIAA-CREF Life guarantees that amounts in the fixed account will earn interest of at least 3 percent per year. At its discretion, TIAA-CREF Life can credit amounts in the fixed account with interest at a higher rate than 3 percent per year. For details about the fixed account, see your contract. TRANSFERS You can transfer some (at least $250 at a time) or all of the amount accumulated under your contract between the separate account and the fixed account, and, if additional investment accounts are added, among the separate account's investment accounts. Transfers to the fixed account begin participating on the day following effectiveness of the transfer (see below). Currently, we don't charge you for transfers or limit the number of transfers from the separate account. We reserve the right to limit transfers in the future to one every 90 days, provided we give you three months' notice. Transfers from the fixed account to the separate account are limited to once every 180 days. TIAA-CREF Life may defer payment of a transfer from the fixed account for up to six months. CASH WITHDRAWALS You can withdraw some or all of your accumulation in the separate account as cash. Cash withdrawals must be for at least $1,000 (or your entire accumulation, if less). We reserve the right to cancel any contract where no premiums have been paid to either the separate account or the fixed account for three years and your total amount in the separate account and the fixed account falls below $250. There's no charge for cash withdrawals. If you withdraw your entire accumulation in the separate account and the fixed account, we'll cancel your contract and all of our obligations to you under the contract will end. GENERAL CONSIDERATIONS FOR ALL TRANSFERS AND CASH WITHDRAWALS You can tell us how much you want to transfer or withdraw in dollars, accumulation units, or as a percentage of your accumulation. 12 15 Transfers and cash withdrawals are effective at the end of the business day we receive your request and any required information and documentation. Transfers and cash withdrawals made at any time other than during a business day will be effective at the close of the next business day. You can also defer the effective date of a transfer or cash withdrawal to a future business day acceptable to us. To request a transfer, write to TIAA-CREF Life's home office, call our Automated Telephone Service at 800 842-2252 (there is an option to speak with a live person, if you wish), or use our Inter/ACT service over the Internet at www.tiaa-cref.org. If you make a telephone or Internet transfer at any time other than during a business day, it will be effective at the close of the next business day. We reserve the right to suspend or terminate transfers by telephone or over the Internet. TAX ISSUES Make sure you understand the possible federal and other income tax consequences of transfers and cash withdrawals. Cash withdrawals are usually taxed at the rates for ordinary income--i.e., they are not treated as capital gains. Withdrawals before age 59 1/2 may subject you to early-distribution taxes as well. For details, see "Federal Income Taxes," page . CHARGES SEPARATE ACCOUNT CHARGES Charges are deducted each valuation day from the assets of the separate account for various services required to administer the separate account and the contracts and to cover certain insurance risks borne by TIAA-CREF Life. Total separate account charges (i.e., administrative expense and mortality and expense risk charges) allowable under the contract are 1.20 percent of net assets annually. TIAA-CREF Life has waived a portion of these charges so that current charges total 0.30 percent of net assets annually. While TIAA-CREF Life reserves the right to increase the separate account charges at any time, we will provide at least three months' notice before any raise. TIAA-CREF Life itself provides the administrative services for the separate account and the contracts and expects that expense charges will remain relatively low. Administrative Expense Charge. This charge is for administration and operations, such as allocating premiums and administering accumulations. The current daily deduction is equivalent to 0.20 percent of net assets annually. Mortality and Expense Risk Charge. TIAA-CREF Life imposes a daily charge as compensation for bearing certain mortality and expense risks in connection with the contract. The current daily deduction is equal to 0.10 percent of net assets annually. 13 16 TIAA-CREF Life's mortality risks come from its contractual obligations to make annuity payments and to pay death benefits before the annuity starting date. This assures that neither your own longevity nor any collective increase in life expectancy will lower the amount of your annuity payments. TIAA-CREF Life also bears a risk in connection with its death benefit guarantee, since a death benefit may exceed the actual amount of an accumulation at the time when it's payable. TIAA-CREF Life's expense risk is the possibility that TIAA-CREF Life's actual expenses for administering the contract and the separate account will exceed the amount recovered through the administrative expense deduction. If the mortality and expense risk charge allowable under the contract isn't enough to cover TIAA-CREF Life's actual costs, TIAA-CREF Life will absorb the deficit. On the other hand, if the charge more than covers costs, the excess will belong to TIAA-CREF Life. TIAA-CREF Life will pay a fee from its general account assets, which may include amounts derived from the mortality and expense risk charge, to Teachers Personal Investors Services, Inc. (TPIS), the principal underwriter of the variable component of the contract for distribution of the variable component of the contract. OTHER CHARGES AND EXPENSES Fund Expenses. Certain deductions and expenses of the fund are paid out of the assets of the TIAA-CREF Life Funds. These expenses include charges for investment advice, portfolio accounting, custodial, and similar services provided for the fund, as well as brokers' commissions, transfer taxes, and other portfolio fees. The investment management agreement between Advisors and the TIAA-CREF Life Funds sets the investment advisory fee for the Stock Index Fund at 0.30 percent annually. Currently, Advisors has agreed to waive a portion of that fee, so that the daily deduction is equivalent to 0.07 percent of net assets annually. For a complete discussion of fund deductions and expenses, read the fund prospectus. No Deductions from Premiums. The contract provides for no front-end charges. Premium Taxes. Currently, contracts issued to residents of several states and the District of Columbia are subject to a premium tax. Charges for premium taxes on a particular contract ordinarily will be deducted from the accumulation when it's applied to provide annuity payments. However, if a jurisdiction requires that premium taxes be paid at other times, such as when premiums are paid or when cash withdrawals are taken, we'll deduct premium taxes at those times. Current state premium taxes, where charged, range from 1.00 percent to 3.50 percent of premium payments. 14 17 THE CONTRACT -- THE ANNUITY PERIOD THE ANNUITY PERIOD All annuity payments are paid to the contractowner from the fixed account. (Annuity payments may be available from the separate account in the future.) TIAA-CREF Life fixed annuity payments are usually monthly. You can choose quarterly, semi-annual, and annual payments as well. The total value of annuity payments made may be more or less than total premiums paid by the contractowner. Your payments are based on the value of the accumulation in your contract determined at the end of the last calendar day of the month before the annuity starting date. We transfer your separate account accumulation to the fixed account on that day. At the annuity starting date, the dollar amount of each periodic annuity payment resulting from your separate account accumulation is fixed, based upon the number and value of the separate account accumulation units being converted to annuity income, the annuity option chosen, the ages of the annuitant and any annuity partner, and the annuity purchase rates. Payments are not variable -- they won't change based on the investment experience of the separate account. After the end of the accumulation period, your contract will no longer participate in the separate account. Technically all benefits are payable at TIAA-CREF Life's home office, but, as you instruct, we'll send your annuity payments by mail to your home address or (on your request) by mail or electronic fund transfer to your bank. If the address or bank where you want your payments sent changes, it's your responsibility to let us know. We can send payments to your residence or bank abroad, although there are some countries where the U.S. Treasury Department imposes restrictions. ANNUITY STARTING DATE Generally you pick an annuity starting date (it has to be the first day of a month) when you first apply for a contract. If you don't, we'll tentatively assume the annuity starting date will be the latest permissible annuity starting date (i.e., the first day of the month of the annuitant's ninetieth birthday). You can change the annuity starting date at any time before annuity payments begin (see "Choices and Changes," page ). In any case, the annuity starting date cannot be earlier than fourteen months after the date your contract is issued. For payments to begin on the annuity starting date, we must have received all information and documentation necessary for the income option you've picked. If we haven't received all the necessary information, we'll defer the annuity starting date until the first day of the month after the information has reached us, but not beyond the latest permissible annuity starting date. If, by the latest permissible annuity starting date, you haven't picked an income option or if we have not otherwise received all the necessary information, we will begin payments under a One-Life Annuity with, in most cases, a ten year guaranteed period. Your first annuity check may be delayed while we process your choice of income options and calculate the amount of your initial payment. 15 18 INCOME OPTIONS You have a number of different annuity options. The current options are: - One-Life Annuities with or without Guaranteed Period. Pays income as long as you or your annuitant lives. If you opt for a guaranteed period (10, 15 or 20 years) and you or your annuitant dies before it's over, income payments will continue to your beneficiary until the end of the period. If you don't opt for a guaranteed period, all payments end at your death -- so that it's possible for you to receive only one payment if you die less than a month after payments start. - Fixed-Period Annuities. Pays income (usually monthly) for a stipulated period of not less than two nor more than thirty years. At the end of the period you've chosen, payments stop. If you die before the period is up, your beneficiary becomes the contractowner. - Two-Life Annuities with or without Guaranteed Period. Pays income to you as long as you live, then continues at either the same or a reduced level for the life of your annuity partner, or until the end of the specified guaranteed period, whichever period is longer. There are three types of two-life annuity options, all available with or without a guaranteed period -- Full Benefit to Survivor, Two-Thirds Benefit to Survivor, and a Half-Benefit to Annuity Partner. We may make variable income options available in the future. DEATH BENEFITS AVAILABILITY; CHOOSING BENEFICIARIES Death benefits are available if you or the annuitant die during the accumulation period. When you fill out an application for a contract, you name one or more beneficiaries to receive the death benefit if you die. You can change your beneficiary at any time during the accumulation period (see "Choices and Changes," page ). For more information on designating beneficiaries, contact TIAA-CREF Life or your legal advisor. SPECIAL OPTION FOR SPOUSES If your spouse is the sole beneficiary when you die, your spouse can choose to become the contractowner and continue the contract, or receive the death benefit. If your spouse does not make a choice within 60 days after we receive proof of death, your spouse will automatically become the contractowner. Your spouse will also become the annuitant if you were the annuitant. PAYMENT OF DEATH BENEFIT Death benefits are paid out of the fixed account. Your accumulation will continue participating in the investment experience of the separate account until we authorize payment 16 19 of the death benefit. We will transfer your separate account accumulation to the fixed account as of the date we authorize payment of the death benefit. To authorize payment and pay a death benefit, TIAA-CREF Life must have received all necessary forms and documentation, including proof of death and the selection of the method of payment. Even if we have not received all of the required information, death benefits must begin by the first day of the month following the 60th day after we receive proof of death. If no method of payment has been chosen by that time, we'll have the option of paying the entire death benefit to the death benefit beneficiary within five years of death, using the Fixed-Period Annuity method. AMOUNT OF DEATH BENEFIT The amount of the death benefit will equal the greater of: (1) the amount you have accumulated in the separate and fixed accounts on the day we authorize payment of the death benefit, or (2) the total premiums paid under your contract minus any cash withdrawals. If (2) is greater than (1), we'll deposit the difference in the fixed account as of the day we authorize payment of the death benefit. METHODS OF PAYMENT OF DEATH BENEFITS You can choose in advance the method by which we'll pay death benefits. The level of death benefits received will depend on the method of payment selected. You can block your beneficiaries from changing the method you've chosen or you can leave the choice to them. The method of payment you've chosen can be changed by notifying us in writing, provided death benefits haven't yet started. TIAA-CREF Life limits the methods of payment for death benefits to those suitable under federal income tax law for annuity contracts. With methods offering periodic payments, benefits are usually monthly, but the death benefit beneficiary can request to receive them quarterly, semiannually, or annually instead. At present, the methods of payment for TIAA-CREF Life death benefits are: - Single-Sum Payment. The entire death benefit is paid at once. When the beneficiary is an estate, the single-sum method is automatic, and TIAA-CREF Life reserves the right to pay death benefits only as a single sum to any beneficiary that is not a natural person. 17 20 - One-Life Annuities with or without Guaranteed Period. Payable monthly for the life of the death benefit beneficiary or through a specified guaranteed period, whichever is longer. - Fixed-Period Annuities. Payable over two to thirty years, as determined by you or your beneficiary. The One-Life Annuities are available only if the death benefit beneficiary is a natural person. We reserve the right to require a change in choice if the chosen method results in payments of less than $100. TIMING OF PAYMENTS Usually we'll make the following kinds of payments from the separate account within seven calendar days after we've received the information we need to process a request: 1. Cash withdrawals; 2. Transfers to the fixed account; and 3. Death benefits. We can extend the seven-day period only if (1) the New York Stock Exchange is closed (or trading restricted by the SEC) on a day that isn't a weekend or holiday; (2) an SEC-recognized emergency makes it impractical for us to sell securities or determine the value of assets in the separate account; or (3) the SEC says by order that we can or must postpone payments to protect you and other separate account contractowners. FEDERAL INCOME TAXES The following discussion is based on our understanding of current federal income tax law, and is subject to change. For complete information on your personal tax situation, check with a qualified tax advisor. TAXATION OF ANNUITIES The following discussion assumes the contracts qualify as annuity contracts for federal income tax purposes (see the SAI for more information): In General. IRC section 72 governs annuity taxation generally. We believe an owner who is a natural person usually won't be taxed on increases in the value of a contract until there is a distribution (i.e., the owner withdraws all or part of the accumulation or takes annuity payments). Assigning, pledging, or agreeing to assign or pledge any part of the accumulation usually will be considered a distribution. Withdrawals of accumulated investment earnings are taxable as ordinary income. Generally under the IRC, withdrawals are first allocated to investment earnings. 18 21 The owner of any annuity contract who is not a natural person generally must include in income any increase in the excess of the accumulation over the "investment in the contract" during the taxable year. There are some exceptions to this, and agents of prospective owners that are not natural persons may wish to discuss them with a competent tax advisor. The following discussion applies generally to contracts owned by a natural person: Withdrawals. If you withdraw funds from your contract before the annuity starting date, IRC section 72(e) usually deems taxable any amounts received to the extent that the accumulation value at the time you withdraw exceeds your investment in the contract. The investment in the contract usually equals all premiums paid by the contractowner or on the contractowner's behalf. If you withdraw your entire accumulation under a contract, you will be taxed only on the part that exceeds your investment in the contract. Annuity Payments. Although tax consequences can vary with the income option you pick, IRC section 72(b) provides generally that, before you recover the investment in the contract, gross income does not include that fraction of any annuity income payments that equals the ratio of investment in the contract to the expected return at the annuity starting date. After you recover your investment in the contract, all additional annuity payments are fully taxable. Taxation of Death Benefit Proceeds. Amounts may be paid from a contract because an owner has died. If the payments are made in a single sum, they're taxed the same way a full withdrawal from the contract is taxed. If they are distributed as annuity payments, they're taxed as annuity payments. Penalty Tax on Some Withdrawals. You may have to pay a penalty tax (10 percent of the amount treated as taxable income) on some withdrawals. However, there is usually no penalty on distributions: (1) on or after you reach 59-1/2; (2) after you die (or after the annuitant dies, if the owner isn't an individual); (3) after you become disabled; or (4) that are part of a series of substantially equal periodic (at least annual) payments for your life (or life expectancy) or the joint life (or life expectancy) of you and your beneficiary. Possible Tax Changes. Legislation is proposed from time to time that would change the taxation of annuity contracts. It is possible that such legislation could be enacted and that it could be retroactive (that is, effective prior to the date of the change). You should consult a tax adviser regarding legislative developments and their effect on the contract. 19 22 TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT Transferring contract ownership, designating an annuitant, payee or other beneficiary who is not also the owner, or exchanging a contract can have other tax consequences that we don't discuss here. If you're thinking about any of those transactions, contact a tax advisor. WITHHOLDING Annuity distributions usually are subject to withholding for the recipient's federal income tax liability at rates that vary according to the type of distribution and the recipient's tax status. However, recipients can usually choose not to have tax withheld from distributions. MULTIPLE CONTRACTS In determining gross income, section 72(e) generally treats as one contract all TIAA-CREF Life and TIAA non-qualified deferred annuity contracts to the same owner during any calendar year. This could affect when income is taxable and how much might be subject to the 10 percent penalty tax (see above). Consult a tax advisor before buying more than one annuity contract for the purpose of gaining a tax advantage. POSSIBLE CHARGE FOR TIAA-CREF LIFE'S TAXES Currently we don't charge the separate account for any federal, state, or local taxes on it or its contracts (other than premium taxes--see page ), but we reserve the right to charge the separate account or the contracts for any tax or other cost resulting from the tax laws that we believe should be attributed to them. TAX ADVICE What we tell you here about federal and other taxes isn't comprehensive and is for general information only. It doesn't cover every situation. Taxation varies depending on the circumstances, and state and local taxes may also be involved. For complete information on your personal tax situation, check with a qualified tax advisor. CONDENSED FINANCIAL INFORMATION; PERFORMANCE INFORMATION CONDENSED FINANCIAL INFORMATION The separate account has just recently commenced operations. Therefore no condensed financial information is included in the prospectus. The financial statements for TIAA-CREF Life are in the SAI, which is available free upon request. PERFORMANCE INFORMATION We may advertise the total return and average annual total return of the separate account. "Total return" means the cumulative percentage increase or decrease in the value of an 20 23 investment over standard one-, five-, and ten-year periods (and occasionally other periods as well). "Average annual total return" means the annually compounded rate that would result in the same cumulative total return over the stated period. All performance figures are based on past investment results. They aren't a guarantee that the separate account will perform equally or similarly in the future. Write or call us for current performance figures for the separate account. GENERAL MATTERS CHOICES AND CHANGES You can choose or change any of the following prior to receiving annuity income: (1) an annuity starting date; (2) an income option; (3) a transfer; (4) a method of payment for death benefits; (5) an annuity partner, beneficiary, or other person named to receive payments; and (6) a cash withdrawal or other distribution. You have to make your choices or changes via a written notice satisfactory to us and received at our home office (see below). You can change the terms of a transfer, cash withdrawal, or other cash distribution only before they're scheduled to take place. When we receive a notice of a change in beneficiary or other person named to receive payments, we'll execute the change as of the date it was signed, even if the signer dies in the meantime. We execute all other changes as of the date received. TELEPHONE AND INTERNET TRANSACTIONS You can use our Automated Telephone Service (ATS) or our Inter/ACT system over the Internet to check your accumulation balances and/or your current allocation percentages, transfer between the separate account and the fixed account, and/or allocate future premiums to the separate account or the fixed account. You will be asked to enter your Personal Identification Number (PIN) and Social Security number for both systems. Both will lead you through the transaction process and will use reasonable procedures to confirm that instructions given are genuine. All transactions made over the ATS and Inter/ACT are electronically recorded. To use the ATS, you need a touch-tone phone. The toll free number for the ATS is 800 842-2252. To use Inter/ACT, access the TIAA-CREF Internet home page at www.tiaa-cref.org. CONTACTING TIAA-CREF LIFE We won't consider any notice, form, request, or payment to have been received by TIAA-CREF Life until it reaches our home office at 730 Third Avenue, New York, New York 10017-3206. You can ask questions by calling toll-free 800 223-1200. 21 24 ELECTRONIC PROSPECTUSES If you received this prospectus electronically and would like a paper copy, please call 800 842-2733, extension 5509, and we will send it to you. HOUSEHOLDING To cut costs and eliminate duplicate documents sent to your home, we may, if the SEC allows, begin mailing only one copy of the separate account prospectus, prospectus supplements, annual and semi-annual reports, or any other required documents, to your household, even if more than one contractowner lives there. If you would prefer to continue receiving your own copy of any of these documents, you may call us toll-free at 800 842-2733, extension 5509, or write us. SIGNATURE REQUIREMENTS For some transactions, we may require your signature to be notarized or guaranteed by a commercial bank or a member of a national securities exchange. ERRORS OR OMISSIONS We reserve the right to correct any errors or omissions on any form, report or statement that we send you. YEAR 2000 ISSUES Many computer software systems in use today cannot recognize the year 2000 and may revert to 1900 or some other date because of the way in which dates were encoded and calculated. The separate account could be adversely affected if its computer systems or those of its service providers do not properly process and calculate date-related information and data on and after January 1, 2000. We have been actively working on necessary changes to our computer systems to prepare for the Year 2000 and have also obtained reasonable assurances from our service providers that they are taking comparable steps with respect to their computer systems. However, the steps we are taking do not guarantee complete success or eliminate the possibility that interaction with outside computer systems may have an adverse impact on the separate account. DISTRIBUTION OF THE CONTRACTS The contracts are offered continuously by Teachers Personal Investors Services, Inc. (TPIS) and, in some instances, TIAA-CREF Individual & Institutional Services, Inc. (Services), subsidiaries of TIAA which are both registered with the SEC as broker-dealers and are members of the NASD. TPIS may be considered the "principal underwriter" for interests in the contract. Anyone distributing the contract must be a registered representative of either TPIS or Services, whose main offices are both at 730 Third Avenue, New York, New York 10017-3206. No commissions are paid in connection with the distribution of the contracts. 22 25 LEGAL PROCEEDINGS Neither the separate account, TIAA-CREF Life, TPIS, Services nor Advisors is involved in any legal action that we consider material to the separate account. 23 26 TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION TAX STATUS OF THE CONTRACT................................................3 PERFORMANCE INFORMATION...................................................4 STATEMENTS AND REPORTS....................................................5 GENERAL MATTERS...........................................................6 STATE REGULATION..........................................................7 LEGAL MATTERS.............................................................7 EXPERTS...................................................................7 ADDITIONAL CONSIDERATIONS.................................................7 ADDITIONAL INFORMATION....................................................9 FINANCIAL STATEMENTS......................................................9 24 27 PERSONAL ANNUITY SELECT INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT FUNDED THROUGH TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 AND TIAA-CREF LIFE INSURANCE COMPANY January 4, 1999 STATEMENT OF ADDITIONAL INFORMATION This Statement of Additional Information is not a prospectus and should be read in connection with the current prospectus dated January 4, 1999 (the "Prospectus"), for the variable annuity that is the variable component of the contract. The Prospectus is available without charge by writing us at TIAA-CREF Life Insurance Company, 730 Third Avenue, New York, N.Y. 10017-3206, or calling us toll-free at 800 842-2733,extension 5509. Terms used in the Prospectus are incorporated into this Statement. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS. 28 TABLE OF CONTENTS TAX STATUS OF THE CONTRACT.............................................. 3 PERFORMANCE INFORMATION................................................. 4 STATEMENTS AND REPORTS.................................................. 5 GENERAL MATTERS......................................................... 6 STATE REGULATION........................................................ 7 LEGAL MATTERS........................................................... 7 EXPERTS................................................................. 7 ADDITIONAL CONSIDERATIONS............................................... 7 ADDITIONAL INFORMATION.................................................. 9 FINANCIAL STATEMENTS.................................................... 9
29 TAX STATUS OF THE CONTRACT Diversification Requirements. Section 817(h) of the Internal Revenue Code (IRC) and the regulations under it provide that separate account investments underlying a contract must be "adequately diversified" for it to qualify as an annuity contract under IRC section 72. The separate account intends to comply with the diversification requirements of the regulations under section 817(h). This will affect how we make investments. Under the IRC, you could be considered the owner of the assets of the separate account used to support your contract. If this happens, you'd have to include income and gains from the separate account assets in your gross income. The IRS has published rulings stating that a variable contractowner will be considered the owner of separate account assets if the contractowner has any powers that the actual owner of the assets might have, such as the ability to exercise investment control. The Treasury Department says that the regulations on investment diversification don't provide guidance about when and how investor control of a segregated asset account's investment could cause the investor rather than the insurance company to be treated as the owner of the assets for tax purposes. The Treasury Department has also stated that the IRS would issue regulations or rulings clarifying the "extent to which policyholders may direct their investments to particular accounts without being treated as owners of the underlying assets." Your ownership rights under the contract are similar but not identical to those described by the IRS in rulings that held that contractowners were not owners of separate account assets, so the IRS therefore might not rule the same way in your case. TIAA-CREF Life reserves the right to change the contract if necessary to help prevent your being considered the owner of the separate account's assets. Required Distributions. To qualify as an annuity contract under section 72(s) of the IRC, a contract must provide that: (a) if any owner dies on or after the annuity starting date but before all amounts under the contract have been distributed, the remaining amounts will be distributed at least as quickly as under the method being used when the owner died; and (b) if any owner dies before the annuity starting date, all amounts under the contract will be distributed within five years of the date of death. So long as the distributions begin within a year of the owner's death, the IRS will consider these requirements satisfied for any part of the owner's interest payable to or for the benefit of a "designated beneficiary" and distributed over the beneficiary's life or over a period that cannot exceed the beneficiary's life expectancy. A designated beneficiary is the person the owner names to assume ownership when the owner dies. A designated beneficiary must be a natural person, but if a contractowner's spouse is the designated beneficiary, such spouse can continue the contract when such contractowner dies. The contract is designed to comply with section 72(s). TIAA-CREF Life will review the contract and amend it if necessary to make sure that it continues to comply with the section's requirements. 3 30 PERFORMANCE INFORMATION TOTAL RETURN INFORMATION FOR THE SEPARATE ACCOUNT Total return quotations for the investment accounts of the separate account may be advertised. Total return quotations will reflect all aspects of the investment account's return. Average annual total returns are determined by finding the average annual compounded rate of return over a period that reflects the growth (or decline) in value of a hypothetical $1,000 investment made at the beginning of the period through the end of that period, according to the following formula: P(1 + T)[to the power of n] = EV where: P = hypothetical initial payment of $1,000 T = average annual total return n = number of years in the period EV = ending value of the hypothetical investment at the end of the 1, 5, or 10 year period. To derive the total return quotations from this formula, the percentage net change in the value of the $1,000 investment from the beginning of the period to the end of such period ("cumulative total return") is determined. Cumulative total returns simply reflect the change in value of an investment over a stated period. Since the accumulation unit value is a "total return" unit value that reflects the investment experience of the particular investment account of the separate account and all expense deductions made against the assets of the separate account, the ending value, or EV, of the $1,000 hypothetical investment is determined by applying the percentage change in the accumulation unit value over the period to the hypothetical initial payment of $1,000 less the current deductions from premiums (i.e.,less contractowner transaction expenses, which are currently 0%). We then solve the equation for T to derive the average annual compounded rate of return for the separate account over the span of the period, and the resulting "total return" quotation is carried out to the nearest hundredth of one percent. PERFORMANCE COMPARISONS Performance information for the separate account and its investment accounts may be compared, in advertisements, sales literature, and reports to contractowners and annuitants, to the performance information reported by other investments and to various indices and averages. Such comparisons may be made with, but are not limited to: (1) Russell 1000, 2000, and 3000 indices, (2) the S&P 500, (3) the Dow Jones Industrial Average ("DJIA"), (4) Lipper Analytical Services, Inc. Mutual Fund Performance Analysis Reports and the Lipper General Equity Funds Average, (5) Money Magazine Fund Watch, (6) Business Week's Mutual Fund Scoreboard, (7) SEI Funds Evaluation Services Equity Fund Report, (8) CDA Mutual Funds Performance Review and CDA Growth Mutual Fund Performance Index, (9) Value Line Composite Average (geometric), (10) Wilshire 5000 Equity Index, 4 31 (11) the Consumer Price Index, published by the U.S. Bureau of Labor Statistics (measurement of inflation), (12) VARDS, and (13) Morningstar, Inc. We may also discuss ratings or rankings received from these entities, accompanied in some cases by an explanation of those ratings or rankings, when applicable. In addition, advertisements may discuss the performance of the indices listed above. The performance of the separate account also may be compared to other indices or averages that measure performance of a pertinent group of securities. Contractowners should keep in mind that the composition of the investments in the reported averages will not be identical to that of the separate account and that certain formula calculations (i.e., yield) may differ from index to index. In addition, there can be no assurance that the separate account will continue its performance as compared to such indices. ILLUSTRATING COMPOUNDING, TAX DEFERRAL, AND EXPENSE DEDUCTIONS We may illustrate in advertisements, sales literature and reports to contractowners or annuitants the effects of tax deferral and/or compounding of earnings on an investment in the separate account. We may do this using a hypothetical investment earning a specified rate of return. To illustrate the effects of compounding, we would show how the total return from an investment of the same dollar amount, earning the same or different interest rate, varies depending on when the investment was made. To illustrate the effects of tax deferral, we will show how the total return from an investment of the same dollar amount, earning the same or different interest rates, for individuals in the same tax bracket, would vary between tax-deferred and taxable investments. We may also illustrate in advertisements, sales literature and reports to contractowners or annuitants the effect of an investment fund's expenses on total return over time. We may do this using a hypothetical investment earning a specified rate of return. We would show how the total return, net of expenses, from an investment of the same dollar amount in funds with the same investment results but different expense deductions varies increasingly over time. In the alternative, we would show the difference in the dollar amount of total expense charges paid over time by an investor in two or more different funds that have the same annual total return but different asset-based expense charges. We may also compare the separate account's expense charges to those of other variable annuities and other investment products. STATEMENTS AND REPORTS You will receive a confirmation statement each time you remit premiums, or make a transfer or cash withdrawal to or from the separate account. The statement will show the date and amount of each transaction. However, if you're using an automatic investment plan, you'll receive a statement confirming those transactions immediately following the end of each calendar quarter. 5 32 If you have any accumulations in the separate account, you will be sent a statement each quarter which sets forth the following: (1) Premiums paid during the quarter; (2) the number and dollar value of accumulation units in the separate account credited to the contractowner during the quarter and in total; (3) cash withdrawals from the separate account during the quarter; and (4) any transfers between the separate account and the fixed account during the quarter. You will also receive, at least semi-annually, reports containing the financial statements of the TIAA-CREF Life Funds and a schedule of investments held by the TIAA-CREF Life Funds. GENERAL MATTERS ASSIGNMENT OF CONTRACTS You can assign the contract at any time. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. We reserve the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. Neither TIAA-CREF Life nor the separate account will be responsible for the conduct of any executor, trustee, guardian, or other third party to whom payment is made. BENEFITS BASED ON INCORRECT INFORMATION If the amounts of benefits provided under a contract were based on information that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by the separate account, appropriate adjustments will be made. PROOF OF SURVIVAL We reserve the right to require satisfactory proof that anyone named to receive benefits under a contract is living on the date payment is due. If this proof is not received after a request in writing, the separate account will have the right to make reduced payments or to withhold payments entirely until such proof is received. 6 33 STATE REGULATION TIAA-CREF Life and the separate account are subject to regulation by the New York State Superintendent of Insurance ("Superintendent") as well as by the insurance regulatory authorities of certain other states and jurisdictions. TIAA-CREF Life and the separate account must file with the Superintendent periodic statements on forms promulgated by the New York State Insurance Department. The separate account books and assets are subject to review and examination by the Superintendent and the Superintendent's agents at all times, and a full examination into the affairs of the separate account is made at least every five years. In addition, a full examination of the separate account's operations is usually conducted periodically by some other states. LEGAL MATTERS All matters of applicable state law pertaining to the contracts, including TIAA-CREF Life's right to issue the contracts, have been passed upon by Charles H. Stamm, Executive Vice President and General Counsel of TIAA and CREF. Sutherland, Asbill & Brennan LLP, Washington, D.C., has provided advice on certain matters relating to the federal securities laws. EXPERTS The financial statements of TIAA-CREF Life Insurance Company and the separate account included in this Statement of Additional Information have been audited by Ernst & Young LLP, independent auditors, as stated in their reports appearing herein, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. Ernst & Young LLP is located at 787 Seventh Avenue, New York, New York 10019. ADDITIONAL CONSIDERATIONS Over the past several years, TIAA and CREF have added many new investment vehicles to their line of products. The growing family of TIAA and CREF products is designed to provide additional investment options for those who want to diversify their holdings. Most experts recommend diversification as a good strategy for retirement and other long-term investing, both because a diversified portfolio offers a degree of safety from the volatility of specific markets, and because it allows the investor to benefit from the potential for growth in several different types of investments. The TIAA-CREF Life Funds' Stock Index Fund offered by the separate account is suited for people who are seeking growth and are able to make long-term investments. Although past 7 34 performance is no guarantee of future results, in the past stocks have outperformed many other types of investments. Investors who seek to counter the effects of inflation on their long-term investments should therefore consider investing in stocks. The Stock Index Fund could be an appropriate investment for someone who is seeking to supplement his or her retirement income, to purchase a retirement home, finance an extended trip, or build a fund for philanthropic purposes. Of course, there is no guarantee that the investment objective of that or any other fund will be met. Before investing, you should consider whether your pension plan and social security payments will meet your retirement needs. You should look at your assets and liabilities to help determine whether you need to invest more money to help provide retirement income. You should consider how much time you have until retirement and the effect of inflation and taxes on your savings and investments. You should also keep in mind that experts say that people need 70% to 80% of their pre-retirement income to maintain the same standard of living after retirement. Before contributing to a contract, you should consider whether you have already reached your contribution limit on your 401(k) or 403(b) savings plans. Consult your tax advisor to learn more about these limits. You should also consider what types of investments are best suited for you and your current needs. In particular, you should consider the tax treatment of a variable annuity as compared with a standard mutual fund product. With annuities, earnings generally grow tax-deferred and investors are provided the option of lifetime income upon retirement. However, annuities may have restrictions on withdrawals before age 59 1/2, and thus may not be suitable for goals other than retirement. We may compare annuities to mutual funds in sales literature and advertisements. You should also consider the risks of any investment relative to its potential rewards. In particular, you should be aware of the risk that arises from market timing. Market timing is an investment technique whereby amounts are transferred from one category of investment to another (for example, from stocks to bonds) based upon a perception of how each of those categories of investments will perform relative to the others at a particular time. Investors who engage in market timing run the risk that they may transfer out of a type of investment with a rising market value or transfer into a type of investment with a falling market value. We do not endorse the practice of market timing. The variety of issues to consider highlights the importance of the support and services that we provide. These services include: (1) retirement and life insurance planning expertise from professional counselors rather than commissioned salespeople; (2) detailed information through quarterly transaction reports, newsletters and other publications about retirement planning; and (3) seminars, individual counseling, an Information Center, and 24-hour automated toll-free numbers for transactions and inquiries. If you request it, we will send you periodic reminders to remit premiums to the contract. 8 35 ADDITIONAL INFORMATION A registration statement has been filed with the Securities and Exchange Commission ("SEC"), under the 1933 Act, with respect to the contracts discussed in the Prospectus and in this Statement of Additional Information. Not all of the information set forth in the registration statement, and its amendments and exhibits has been included in the Prospectus or this Statement of Additional Information. Statements contained in this registration statement concerning the contents of the contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, you should refer to the instruments filed with the SEC. FINANCIAL STATEMENTS Audited financial statements of the separate account and TIAA-CREF Life follow. TIAA-CREF Life's financial statements should be considered only as bearing upon TIAA-CREF Life's ability to meet its obligations under the contracts. They should not be considered as bearing on the investment performance of the assets held in the separate account. 9 36 PART C - OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements [TO BE FILED BY AMENDMENT] Part A: Financial Statements of Separate Account Part B: Consolidated Financial Statements of TIAA-CREF Life Insurance Company (TIAA-CREF Life): Page Chairman's Letter..................................B- Report of Management Responsibility................B- Report of Independent Auditors.....................B- Audited Financial Statements: Balance Sheets ..................................B- Statements of Operations.........................B- Statements of Changes in Contingency Reserves....B- Statements of Cash Flows.........................B- Notes to Financial Statements......................B- (b) Exhibits (1) Resolutions of the Board of Directors of TIAA-CREF Life establishing the Registrant */ (2) None (3) (A) Distribution Agreement by and among TIAA-CREF Life, TIAA-CREF Life on behalf of the Registrant, and Teachers Personal Investors Services, Inc. (TPIS) 1/ (B) Selling Agreement between TPIS and TIAA-CREF Individual & Institutional Services, Inc. and Amendment thereto 1/ (4) Form of Personal Annuity Select Contract 1/ (5) Form of Application for Personal Annuity Select Contract 1/ (6) (A) Charter of TIAA-CREF Life 1/ (B) Bylaws of TIAA-CREF Life 1/ (7) None (8) Participation/Distribution Agreement with TIAA-CREF Life Funds 1/ (9) Consent of Charles H. Stamm, Esquire 2/ (10) (A) Consent of Sutherland, Asbill & Brennan LLP 2/ (B) Consent of Ernst & Young LLP 2/ (C) Consent of Deloitte & Touche LLP 2/ (11) None (12) Seed money memorandum 1/ (13) Schedule of Computation of Performance Information 2/ (14) Financial Data Schedule - not required - ------------ * Previously filed. 1/ Filed herewith. C-1 37 2/ To be filed by amendment. ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.
Positions and Offices Name and Principal Business Address with the Depositor Scott C. Evans Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Richard L. Gibbs Director, Executive Vice TIAA-CREF Life Insurance Company President and Chief 730 Third Avenue Financial Officer New York, New York 10017-3206 Don W. Harrell Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Larry D. Hershberger Director, Secretary TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Matina S. Horner Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Martin L. Leibowitz Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 John J. McCormack Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 John A. Putney, Jr. Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 John A. Somers Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Charles H. Stamm Director TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206
C-2 38
Positions and Offices Name and Principal Business Address with the Depositor Thomas G. Walsh Director, President TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Leonard B. Zimmerman Director, Chief Actuary TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Richard J. Adamski Vice President TIAA-CREF Life Insurance Company and Treasurer 730 Third Avenue New York, New York 10017-3206 Michael T. O'Kane Chief Investment TIAA-CREF Life Insurance Company Officer 730 Third Avenue New York, New York 10017-3206 Gary Chinery Assistant Treasurer TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Edward J. Leahy Assistant Secretary TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Benjamin Leiser Assistant Secretary TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Mark L. Serlen Assistant Secretary TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT TIAA-CREF Life Insurance Company, the depositor, is a direct wholly-owned subsidiary of TIAA-CREF Enterprises, Inc., a direct wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (TIAA). The following companies are subsidiaries of TIAA and are included in the consolidated financial statements of TIAA. C-3 39 All TIAA subsidiary companies are Delaware corporations, except as indicated. All trusts are Pennsylvania business trusts. AIC Properties, Inc. BT Properties, Inc. College Credit Trust Country Commons Doylestown Trust Country Commons Joint Venture Trust DAN Properties, Inc. ETC Repackaging, Inc. Illinois Teachers Properties, LLC JV California Two, Inc. JV California Three, Inc. JV Florida One, Inc. JV Florida Four, Inc. JV Georgia One, Inc. JV Maryland One, Inc. JV Michigan One, Inc. JV Michigan Two, Inc. JV Michigan Three, Inc. JV Minnesota One, Inc. JV Missouri One, Inc. JV North Carolina One, Inc. JWL Properties, Inc. Liberty Place Retail, Inc. Light Street Partners, LLP - Maryland Macallister Holdings, Inc. Minnesota Teachers Realty Corp. - Minnesota MN Properties, Inc. M.O.A. Enterprises, Inc. MRC Properties, Inc. ND Properties, Inc. New York State College Choice Tuition LLC - New York Rouse-Teachers Holding Company - Nevada Rouse-Teachers Land Holdings, Inc. - Maryland Savannah Teachers Properties, Inc. T-Investment Properties Corp. T-Land Corp. T-Las Colinas Towers Corp. TCT Holdings, Inc. Teachers Advisors, Inc. Teachers Boca Properties II, Inc. Teachers Pennsylvania Realty, Inc. - Pennsylvania Teachers Personal Investors Services, Inc. Teachers Properties, Inc. Teachers REA, Inc. Teachers REA II, LLC Teachers REA II, Inc. - Pennsylvania Teachers REA III, LLC Teachers Realty Corporation - Pennsylvania TEO-NP, LLC - Pennsylvania Tethys Slu, Inc. TIAA-CREF Individual & Institutional Services, Inc. TIAA-CREF Investment Management, LLC TIAA-CREF Life Insurance Company TIAA-CREF Tuition Financing, Inc. TIAA Timberlands I, LLC TIAA-Fund Equities, Inc. TIAA-CREF Enterprises, Inc. TIAA Realty, Inc. TPI Housing, Inc. Washington Teachers Properties I, Inc. Washington Teachers Properties II, Inc. Windermere Goshen Trust Windermere Place Joint Venture Trust WRC Properties, Inc. 730 Properties, Inc. 730 Cal Hotel Properties I, Inc. 730 Cal Hotel Properties II, Inc. 730 Georgia Hotel Properties I, Inc. 730 Mass. Holding I, Inc. 730 Mass. Hotel Properties I, Inc. 730 Minn. Holding I, Inc. 730 Minn. Hotel Properties I, Inc. 730 MO Hotel Properties I, Inc. 730 Penn. Hotel Properties I, Inc. 485 Properties, LLC C-4 40 (1) All subsidiaries are 100%-owned directly by TIAA, except as follows: A) TCT Holdings, Inc., Teachers Personal Investors Services, Inc., Teachers Advisors, Inc., TIAA-CREF Life Insurance Company and TIAA-CREF Tuition Financing, Inc. are 100%-owned by TIAA-CREF Enterprises, Inc. B) TIAA-CREF Trust Company, FSB is 100% owned by TCT Holdings, Inc. C) T-Investment Properties Corp. and T-Land Corp. are 100% owned by Macallister Holdings, Inc. D) RTHC is 95%-owned by Teachers Properties, Inc. and 5%-owned by The Rouse Company. RTLH is 100%-owned by RTHC. E) TPI Housing, Inc. is 100%-owned by Teachers Properties, Inc. F) 730 Cal Hotel Properties I, Inc., 730 Cal Hotel Properties II, Inc., 730 Georgia Hotel Properties I, Inc., 730 Mass Holding I, Inc., 730 Minn. Holding I, Inc., 730 MO Hotel Properties I, Inc., 730 Penn Hotel Properties I, Inc. are 100%-owned by 730 Properties, Inc. G) 730 Minn. Hotel Properties I, Inc. is 100% owned by 730 Minn. Holding I, Inc. H) 730 Mass. Hotel Properties I, Inc. is 100% owned by 730 Mass. Holding I, Inc. (2) All subsidiaries have as their sole purpose the ownership of investments which could, pursuant to New York State Insurance Law, be owned by TIAA itself, except the following: A) Teachers Advisors, Inc., which provides investment advice for the Registrant. B) Teachers Personal Investors Services, Inc., which provides broker-dealer services for the Registrant. C) TIAA-CREF Investment Management, LLC, which provides investment advice for College Retirement Equities Fund. C-5 41 D) TIAA-CREF Individual & Institutional Services, Inc., which provides broker-dealer and administrative services for College Retirement Equities Fund. E) TCT Holdings, Inc., which is a unitary thrift holding company, was formed for the sole purpose of holding stock of a federal chartered savings bank. F) TIAA-CREF Life Insurance Company, which is a subsidiary life insurance company of TIAA, is licensed under the State of New York to market certain life insurance products not currently offered by TIAA. G) TIAA-CREF Trust Company, FSB which is a federal chartered savings bank. H) TIAA-CREF Tuition Financing, LLC, which services various state tuition savings plan. ITEM 27. NUMBER OF CONTRACTOWNERS As of December 31, 1998, there were no owners of contracts of the class presently offered by this Registration Statement. ITEM 28. INDEMNIFICATION The TIAA-CREF Life bylaws provide that TIAA-CREF Life will indemnify, in the manner and to the fullest extent permitted by law, each person made or threatened to be made a party to any action, suit or proceeding, whether or not by or in the right of TIAA-CREF Life, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that he or she or his or her testator or intestate is or was a director, officer or employee of TIAA-CREF Life, or is or was serving at the request of TIAA-CREF Life as director, officer or employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if such director, officer or employee acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture trust, employee benefit plan or other enterprise, not opposed to, the best interests of TIAA-CREF Life and in criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. To the fullest extent permitted by law such indemnification shall include judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees. No payment of indemnification, advance or allowance under the foregoing provisions shall be made unless a notice shall have been filed with the Superintendent of Insurance of the State of New York C-6 42 not less than thirty days prior to such payment specifying the persons to be paid, the amounts to be paid, the manner in which payment is authorized and the nature and status, at the time of such notice, of the litigation or threatened litigation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to officers and directors of the Depositor, pursuant to the foregoing provision or otherwise, the Depositor has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Depositor of expenses incurred or paid by a director or officer in connection with the successful defense of any action, suit or proceeding) is asserted by a director or officer in connection with the securities being registered, the Depositor will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in that Act and will be governed by the final adjudication of such issue. ITEM 29. PRINCIPAL UNDERWRITERS (a) Teachers Personal Investors Service, Inc. ("TPIS"), acts as principal underwriter for Registrant, TIAA Separate Account VA-1, TIAA-CREF Life Funds and TIAA-CREF Mutual Funds. (b) The officers of TPIS and their positions and offices with TPIS and the Registrant are listed in Schedule A of Form BD as currently on file with the Commission (File No. 8-47051), the text of which is hereby incorporated by reference. (c) Not Applicable. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained at the Registrant's home office, 730 Third Avenue, New York, New York 10017, and at other offices of the Registrant located at 750 Third Avenue and 485 Lexington Avenue, both in New York, New York 10017. In addition, certain duplicated records are maintained at Pierce Leahy Archives, 64 Leone Lane, Chester, New York 10918. ITEM 31. MANAGEMENT SERVICES Not Applicable. C-7 43 ITEM 32. UNDERTAKINGS AND REPRESENTATIONS (a) The Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. (b) The Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information. (c) The Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under Form N-4 promptly upon written or oral request. (d) TIAA-CREF Life represents that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by TIAA-CREF Life. TIAA-CREF Life bases its representation on its assessment of all of the facts and circumstances, including such relevant factors, as: the nature and extent of such services, expenses and risks; the need for TIAA-CREF Life to earn a profit; and the degree to which the contracts include innovative features. This representation applies to all contracts sold pursuant to this Registration Statement, including those sold on the terms specifically described in the Prospectus contained herein, or any variations therein, based on supplements, endorsements, or riders to any Contracts or prospectus, or otherwise. C-8 44 SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, TIAA-CREF Life Separate Account VA-1 has duly caused this Registration Statement to be signed on its behalf, in the City of New York and State of New York on the 9th day of December, 1998. TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 By: TIAA-CREF Life Insurance Company (On behalf of the Registrant and itself) By: /s/ Thomas G. Walsh Thomas G. Walsh President As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Thomas G. Walsh President (Principal 12/9/98 Thomas G. Walsh Executive Officer) and Director /s/ Richard L. Gibbs Executive Vice President 12/9/98 Richard L. Gibbs and Chief Financial Officer (Principal Financial and Accounting Officer) and Director
C-9 45
Signature of Director Date Signature of Director Date /s/ Scott C. Evans 12/9/98 /s/ John J. McCormack 12/9/98 Scott C. Evans John J. McCormack /s/ Dennis D. Foley 12/9/98 /s/ John A. Putney, Jr. 12/9/98 Dennis D. Foley John A. Putney, Jr. /s/ Don W. Harrell 12/9/98 /s/ John A. Somers 12/9/98 Don W. Harrell John A. Somers /s/ Larry D. Hershberger 12/9/98 /s/ Charles H. Stamm 12/9/98 Larry D. Hershberger Charles H. Stamm /s/ Matina S. Horner 12/9/98 /s/ Leonard B. Zimmerman 12/9/98 Matina S. Horner Leonard B. Zimmerman /s/ Martin L. Leibowitz 12/9/98 Martin L. Leibowitz
C-10 46 EXHIBIT INDEX (3) (A) Distribution Agreement by and among TIAA-CREF Life, TIAA-CREF Life on behalf of the Registrant, and Teachers Personal Investors Services, Inc.(TPIS) (B) Selling Agreement between TPIS and TIAA-CREF Individual & Institutional Services, Inc. and Amendment thereto (4) Form of Personal Annuity Select Contract (5) Form of Application for Personal Annuity Select Contract (6) (A) Charter of TIAA-CREF Life (B) Bylaws of TIAA-CREF Life (8) Participation/Distribution Agreement with TIAA-CREF Life Funds (12) Seed money memorandum EX-99.B.3.A 2 DISTRIBUTION AGREEMENT 1 EXHIBIT 99.B.3A DISTRIBUTION AGREEMENT FOR THE CONTRACTS FUNDED BY TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 THIS AGREEMENT made this 30th day of November, 1998, by and among: TIAA-CREF Life Insurance Company ("TIAA-CREF Life"), a New York insurance corporation, for itself and on behalf of TIAA-CREF Life Separate Account VA-1 (the "Separate Account"), a separate account of TIAA-CREF Life established pursuant to the New York State Insurance Law; and Teachers Personal Investors Services, Inc. ("TPIS"), a Delaware corporation. WITNESSETH: WHEREAS, TIAA-CREF Life has established the Separate Account to segregate assets funding the variable benefits provided by the Personal Annuity Select, an individual, flexible premium, deferred annuity (the "Contracts"), as well as by other contracts that may be offered by TIAA-CREF Life in the future; and WHEREAS, the Separate Account is registered as a unit investment trust under the Investment Company Act of 1940, as amended (the "1940 Act"), and currently consists of a single investment account that invests in the Stock Index Fund of TIAA-CREF Life Funds (known as the Stock Index Account), and may consist of additional investment accounts in the future (collectively, with the Stock Index Account, referred to herein as "Accounts"); and WHEREAS, TPIS will be the principal underwriter distributing the Contracts and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of the National Association of Securities Dealers, Inc.("NASD"); and WHEREAS, TIAA-CREF Life and the Separate Account have filed a registration statement to register the Contracts under the Securities Act of 1933, as amended (the "1933 Act"), and desires to retain TPIS to distribute the Contracts and TPIS is willing to distribute the Contracts in the manner and on the terms set forth herein; and WHEREAS, TIAA-CREF Life is willing to compensate TPIS for the services to be provided in the manner and on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, TIAA-CREF Life, the Separate Account, and TPIS hereby agree as follows: 2 1. Distribution of the Contracts. (a) TIAA-CREF Life and the Separate Account hereby grant to TPIS the exclusive right, subject to the requirements of the 1933 Act, the 1934 Act, and the 1940 Act, and the terms set forth herein, to distribute the Contracts during the term of this Agreement. TPIS agrees to use its best efforts to distribute the Contracts, and to advise owners of Contracts in connection therewith. (b) To the extent necessary to offer the Contracts, TPIS shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which TPIS is licensed or otherwise authorized to sell the Contracts. TPIS shall be responsible for the training, supervision and control of its registered representatives for the purpose of the NASD Rules and Fair Practice and federal and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, TPIS shall retain written supervisory procedures in compliance with Section 3010 of the NASD Conduct Rules. (c) TPIS agrees to offer the Contracts for sale in accordance with the then-current prospectus and statement of additional information ("SAI") for the Separate Account filed with the Securities and Exchange Commission (the "Commission"). (d) TIAA-CREF Life shall furnish TPIS with copies of all prospectuses, SAIs, financial statements and other documents which TPIS reasonably requires for use in connection with the distribution of the Contracts. TPIS will be entitled to rely on all documentation and information furnished to it by TIAA-CREF Life or the Separate Account. (e) It is understood that no payments made under the Contracts shall be paid or remitted to TPIS. 2. Books and Records (a) TIAA-CREF Life, the Separate Account, and TPIS shall cause to be maintained and preserved all required books of account and related financial records as are required by the 1934 Act, the NASD and any other applicable laws and regulations. All the books and records maintained by TIAA-CREF Life (on behalf of TPIS) in connection with the offer and sale of the Contracts shall be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act or the corresponding provisions of any future federal securities laws or regulations, to the extent that such requirements are applicable to the variable annuity operations. All such books and records shall be maintained -2- 3 and held by TIAA-CREF Life on behalf of and as agent for TPIS, whose property they are and shall remain. Such books and records shall be at all times subject to inspection by the Commission in accordance with Section 17(a) of the 1934 Act. TIAA-CREF Life shall retain control and responsibility for any functions that it may delegate to other parties in connection with services rendered pursuant to this agreement. (b) TPIS shall have the responsibility for maintaining the records of sales representatives licensed, registered and otherwise qualified to sell the Contracts. 3. Reports. TPIS shall cause TIAA-CREF Life and/or the Separate Account to be furnished with such reports as either or both may reasonably request for the purpose of meeting reporting and recordkeeping requirements under the insurance laws of the State of New York and any other applicable states or jurisdictions. 4. Compensation and Expenses. (a) In consideration of the services performed by TPIS hereunder, TIAA-CREF Life shall compensate TPIS monthly. The amount of this compensation shall be based on the premiums (which shall include amounts from investment vehicles of companies other than TIAA) received by TIAA-CREF Life and allocated to the Separate Account under the Contracts. The current rate of compensation is shown on Schedule A, attached herewith. (b) The Separate Account shall not be liable to TPIS (or TIAA-CREF Life) for any expenses incurred for services related to the distribution of the Contracts (except to the extent that amounts arising from the mortality and expense risk charge paid to TIAA-CREF Life are deemed to cover such distribution expenses). TPIS shall be responsible for all expenses relating to the distribution of the Contracts, including but not limited to: (i) the costs and expenses of providing the necessary facilities, personnel, office equipment and supplies, telephone service, and other utility service necessary to carry out its obligations hereunder; (ii) charges and expenses of outside legal counsel retained with respect to activities related to the distribution of the Contracts; (iii) the costs and expenses of underwriting and issuance of the Contracts; (iv) the costs and expenses of printing definitive prospectuses and statements of additional information and any supplements thereto for prospective purchasers; -3- 4 (v) expenses incurred in connection with TPIS's registration as a broker or dealer or in the registration or qualification of its officers, directors or representatives under federal and state securities laws; (vi) the costs of promotional, sales and advertising materials; and (vii) any other expenses incurred by TPIS or its representatives in connection with performing the obligations of TPIS under this Agreement. 6. Non-Exclusivity. TIAA-CREF Life and the Separate Account agree that the services to be provided by TPIS hereunder are not to be deemed exclusive and TPIS is free to act as distributor of other variable insurance products or investment company shares issued by TIAA-CREF Life or any entity affiliated therewith. TPIS shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent TIAA-CREF Life or the Separate Account in any way or otherwise be deemed an agent of TIAA-CREF Life or the Separate Account other than in furtherance of its duties and responsibilities as set forth in this Agreement. 7. Liability. TPIS will not be liable for any error of judgment or mistake of law or for any loss suffered by the Separate Account in connection with the matters to which this Agreement relates. Nothing herein contained shall be construed to protect TPIS against any liability resulting from the bad faith or negligence of TPIS in the performance of its obligations and duties or from reckless disregard of its obligations and duties under this Agreement or by virtue of violation of any applicable law. 8. Regulation. (a) This Agreement shall be subject to the provisions of the 1940 Act, the 1934 Act and the rules, regulations and rulings thereunder, and of the NASD, as in effect from time to time, including such exemptions and other relief as the Commission, its staff, or the NASD may grant, and the terms hereof shall be interpreted and construed in accordance therewith. Without limiting the generality of the foregoing, the term "assigned" shall not include any transactions exempted from Section 15(b)(2) of the 1940 Act. (b) TPIS shall submit to all regulatory and administrative bodies having jurisdiction over the present and future operations of the Separate Account, any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable law or regulations. Without limiting the generality of the foregoing, TPIS shall -4- 5 furnish the SEC, the State of New York Secretary of State and/or the Superintendent of Insurance with any information or reports which the SEC, the Secretary of State and/or the Superintendent of Insurance may request in order to ascertain whether the operations of the Separate Account are being conducted in a manner consistent with applicable laws or regulations. 9. Investigation and Proceedings. (a) TIAA-CREF Life, the Separate Account, and TPIS agree to cooperate fully in any insurance or securities regulatory inspection, inquiry, investigation, or proceeding or any judicial proceeding with respect to TIAA-CREF Life, the Separate Account, or TPIS, their affiliates and their representatives to the extent that such inspection, inquiry, investigation or proceeding is in connection with the Contracts distributed under this Agreement. (b) In the case of a customer complaint, TIAA-CREf Life, the Separate Account, and TPIS will cooperate in investigating such complaint and shall arrive at a mutually satisfactory response. 10. Duration and Termination of the Agreement. (a) This Agreement shall become effective with respect to the Contracts as of the date first written above. It shall become effective as to any subsequently offered contract when it has been approved by the TIAA-CREF Life Board of Directors specifically for such contract. "Subsequently offered contract" means a contract issued and funded by the Separate Account subsequent to the initial effective date of this Agreement. (b) This Agreement shall continue in effect for two years from the date of its execution and thereafter from year to year, but only so long as such continuance is specifically approved at least annually by the Board of Directors or by the vote of a majority of the outstanding shares of the Separate Account. (c) This Agreement may be terminated, without the payment of any penalty, by TIAA-CREF Life, the Separate Account, or TPIS on sixty days' written notice to the other parties. This Agreement shall automatically terminate in the event of its assignment. (d) Upon termination of this agreement, all authorizations, rights and obligations shall cease except the obligation to settle accounts hereunder and the agreements contained in paragraph 9 hereunder. 11. Definitions. The term "assignment", "interested person" and "majority of the outstanding shares", when used in this -5- 6 Agreement, shall have the respective meanings specified under the 1940 Act and rules thereunder. 12. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 13. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York, as at the time in effect, and the applicable provisions of the 1940 Act and rules thereunder or other federal laws and regulations which may be applicable. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act and rules thereunder or other federal laws and regulations which may be applicable, the latter shall control. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be deemed one instrument. 15. Notices. All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or mailed first class, postage prepaid, addressed as follows: (a) If to TIAA-CREF Life - TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Attention: Thomas G. Walsh (b) If to TPIS - Teachers Personal Investors Services, Inc. 730 Third Avenue New York, New York 10017-3206 Attention: Thomas G. Walsh or to such other address as the parties shall designate by notice to the others. 16. Miscellaneous. Captions in this Agreement are included for convenience or reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. IN WITNESS WHEREOF, TIAA-CREF Life, the Separate Account, and TPIS, have caused this Agreement to be executed in their names and -6- 7 on their behalf by and through their duly authorized officers on the day and year first above written. TIAA-CREF LIFE INSURANCE COMPANY for itself and on behalf of TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 By:/s/ Thomas G. Walsh Attest:/s/ Mark L. Serlen Thomas G. Walsh Title: President Title: Assistant Secretary TEACHERS PERSONAL INVESTORS SERVICES, INC. By:/s/ Lisa Snow Attest:/s/ Mark L. Serlen Lisa Snow Title: Vice President, Chief Title: Assistant Secretary Counsel and Assistant Secretary -7- 8 SCHEDULE A to Distribution Agreement for the Contracts Funded By TIAA-CREF Life Separate Account VA-1 The amount payable monthly by TIAA-CREF Life to TPIS in consideration of the services performed by TPIS under this Agreement is forty hundredths of one percent (0.40%) of the premiums (as that term is used in paragraph 5(a) of this Agreement) received by TIAA-CREF Life and allocated to the Separate Account under the Contracts during each month. EX-99.B.3.B 3 SELLING AGREEMENT AND AMENDMENT THERETO 1 EXHIBIT 99.B.3.B SELLING AGREEMENT FOR THE CONTRACTS FUNDED BY TIAA SEPARATE ACCOUNT VA-1 THIS AGREEMENT made this 31st day of May, 1995, by and between Teachers Personal Investors Services, Inc. ("TPIS"), a Delaware corporation, and TIAA-CREF Individual & Institutional Services, Inc. ("T-C Services"), a Delaware nonprofit corporation. WITNESSETH: WHEREAS, TPIS has entered into an agreement with Teachers Insurance and Annuity Association of America ("TIAA") and TIAA Separate Account VA-1 (the "Separate Account"), pursuant to which it serves as the distributor of the Teachers Personal Annuity, an individual flexible premium deferred annuity funded by the Separate Account (the "Contracts"); and WHEREAS, TPIS proposes to have T-C Services sell, and T-C Services is willing to sell, the Contracts; and WHEREAS, each of TPIS and T-C Services is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and each is a member of the National Association of Securities Dealers, Inc. ("NASD"). NOW, THEREFORE, TPIS and T-C Services hereby mutually agree as follows: 2 1. Appointment of T-C Services (a) TPIS hereby appoints T-C Services to distribute the Contracts, subject to the requirements of the Securities Act of 1933 (the "1933 Act"), the 1934 Act and the Investment Company Act of 1940 (the "1940 Act") during the term of this Agreement. T-C Services agrees to distribute the Contracts and to advise owners of Contracts in connection therewith, in each case subject to the direction of and any limitation imposed by TPIS. (b) To the extent necessary to offer the Contracts, T-C Services shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction. The sales representatives of T-C Services shall be duly and appropriately licensed, registered or otherwise qualified for the sale of such Contracts under the federal securities laws, any applicable state insurance laws and securities laws of each state or other jurisdiction in which such Contracts may lawfully be sold and in which T-C Services is licensed or otherwise authorized to sell the Contracts. T-C Services shall be responsible for the training, supervision and control of its registered representatives for the purpose of the NASD Rules of Fair Practice and federal and state securities law requirements applicable in connection with the offering and sale of the Contracts. - 2 - 3 (c) T-C Services agrees to offer the Contracts for sale in accordance with the then-current prospectus and statement of additional information ("SAI") therefor filed with the Securities and Exchange Commission (the "Commission"). (d) TPIS shall be responsible for furnishing T-C Services with copies of all prospectuses, SAIs, financial statements and other documents which T-C Services reasonably requires for use in connection with the distribution of the Contracts. T-C Services will be entitled to rely on all documentation and information furnished to it by TPIS. 2. Books and Records (a) T-C Services shall cause to be maintained and preserved all required books of account and related financial records as are required by the 1934 Act, the NASD and any other applicable laws and regulations in connection with its distribution of the Contracts. All such books and records maintained by or on behalf of T-C Services shall be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act or the corresponding provisions of any future federal securities laws or regulations, to the extent that such requirements are applicable to the Contracts operations. Such books and records shall be at all times subject to inspection by the Commission in accordance with Section 17(a) - 3 - 4 of the 1934 Act. (b) T-C Services shall have the responsibility for maintaining the records of sales representatives licensed, registered and otherwise qualified to sell the Contracts. 3. Reports T-C Services shall cause TIAA and/or the Separate Account to be furnished with such reports as either or both may reasonably request for the purpose of meeting reporting and recordkeeping requirements under the insurance laws of the State of New York and any other applicable states or jurisdictions. 4. Staff, Facilities, and Services T-C Services shall be responsible for the maintenance of staff, facilities and services necessary to meet its obligations hereunder in connection with the distribution of the Contracts. 5. Expenses and Reimbursement (a) T-C Services shall be responsible for all expenses relating to its activities in connection with the distribution of the Contracts pursuant to the terms of this Agreement. - 4 - 5 (b) TPIS shall reimburse T-C Services for those expenses T-C Services incurs solely in connection with its distribution of the Contracts pursuant to this Agreement. Reimbursement shall be made quarterly by means of a single payment made within 30 days following the end of each quarter. These expenses include, but are not limited to expenses incurred in connection with T-C Services' registration as a broker or dealer or in the registration or qualification of its officers, trustees or representatives under federal and state securities laws. 6. Non-Exclusivity TPIS understands and agrees that the services to be provided by T-C Services hereunder are not to be deemed exclusive and T-C Services is free to act as distributor of other variable insurance products or investment company shares issued by TIAA, the College Retirement Equities Fund, or any entity affiliated therewith. T-C Services shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent TPIS in any way or otherwise be deemed an agent of TPIS other than in furtherance of its duties and responsibilities as set forth in this Agreement. - 5 - 6 7. Liability T-C Services will not be liable for any error of judgment or mistake of law or for any loss suffered by TPIS in connection with the matters to which this Agreement relates. Nothing herein contained shall be construed to protect T-C Services against any liability resulting from the willful misfeasance, bad faith, or gross negligence of T-C Services in the performance of its obligations and duties, or from reckless disregard of its obligations and duties under this Agreement or by virtue of violation of any applicable law. 8. Regulation (a) This Agreement shall be subject to the provisions of the 1940 Act, the 1934 Act and the rules, regulations and rulings thereunder, and of the NASD, as in effect from time to time, including such exemptions and other relief as the Commission, its staff, or the NASD may grant, and the terms hereof shall be interpreted and construed in accordance therewith. (b) T-C Services shall submit to all regulatory and administrative bodies having jurisdiction over the present and future operations of the Separate Account, any information, reports or other material which any such body by reason of this - 6 - 7 Agreement may request or require pursuant to applicable laws or regulations. Without limiting the generality of the foregoing, T-C Services shall furnish the SEC, the State of New York Secretary of State and/or the Superintendent of Insurance with any information or reports which the SEC, the Secretary of State and/or the Superintendent of Insurance may request in order to ascertain whether the operations of the Separate Account are being conducted in a manner consistent with applicable laws or regulations. 9. Investigation and Proceedings (a) TPIS and T-C Services agree to cooperate fully in any insurance or securities regulatory inspection, inquiry, investigation, or proceeding or any judicial proceeding with respect to TIAA, the Separate Account, TPIS or T-C Services, their affiliates and their representatives to the extent that such inspection, inquiry, investigation or proceeding is in connection with the Contracts distributed under this Agreement. (b) In the case of a customer complaint, T-C Services and TPIS will cooperate in investigating such complaint and shall arrive at a mutually satisfactory response. - 7 - 8 10. Duration and Termination of the Agreement (a) This Agreement shall become effective with respect to the Contracts as of July 1, 1995 and shall continue in effect indefinitely. (b) This Agreement may be terminated, without the payment of any penalty, by T-C Services or TPIS on sixty days' written notice to the other parties. This Agreement shall automatically terminate in the event of its assignment. Without limiting the generality of the foregoing, the term "assigned" shall not include any transactions exempted from Section 15(b)(2) of the 1940 Act. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except the obligation to settle accounts hereunder and the agreements contained in paragraph 9 hereunder. 11. Definitions The terms "Assignment", "interested person", and "majority of the outstanding shares", when used in this Agreement, shall have the respective meanings specified under the 1940 Act and rules thereunder. - 8 - 9 12. Further Actions Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 13. Governing Law The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York, as at the time in effect, and the applicable provisions of the 1940 Act and rules thereunder or other federal laws and regulations which may be applicable. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act and rules thereunder or other federal laws and regulations which may be applicable, the latter shall control. 14. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be deemed one instrument. - 9 - 10 15. Notices All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or mailed first class, postage prepaid, addressed as follows: (a) If to TPIS - Teachers Personal Investors Services, Inc. 730 Third Avenue New York, New York 10017-3206 Attention: Ronald P. McPhee (b) If to T-C Services TIAA-CREF Individual & Institutional Services, Inc. 730 Third Avenue New York, New York 10017-3206 Attention: John McCormack or to such other address as T-C Services or TPIS shall designate by written notice to the others. 16. Miscellaneous Captions in this Agreement are included for convenience or reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. In WITNESS WHEREOF, TPIS and T-C Services have caused this Agreement to be executed in their names and on their behalf by - 10 - 11 and through their duly authorized officers on the day and year first above written. TEACHERS PERSONAL INVESTORS SERVICES, INC. By: Attest: Title: Title: TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. By: Attest: Title: Title: - 11 - 12 AMENDMENT TO THE SELLING AGREEMENT FOR THE CONTRACTS FUNDED BY TIAA SEPARATE ACCOUNT VA-1 AND THE SHARES ISSUED BY THE TIAA-CREF MUTUAL FUNDS Amendment to the Selling Agreement for the Contracts Funded by the TIAA Separate Account VA-1 dated May 31, 1995, by and between Teachers Personal Investors Services, Inc. ("TPIS") and TIAA-CREF Individual & Institutional Services, Inc. ("T-C Services") as amended June 30, 1997. T-C Services and TPIS mutually agree that upon execution of this Amendment, the Agreement shall be amended as set forth below: 1. The title of the Agreement is hereby amended to read as follows: "Selling Agreement for the Contracts Funded by the TIAA Separate Account VA-1, TIAA-CREF Life Separate Account VA-1 and the Shares Issued by TIAA-CREF Mutual Funds. 2. The first Whereas clause is hereby amended to read as follows: "WHEREAS, TPIS has entered into agreements with the Teachers Insurance and Annuity Association of America ("TIAA"), TIAA Separate Account VA-1 ("VA-1"), TIAA-CREF Mutual Funds (the "Fund"), and TIAA-CREF Life Insurance Company, for itself and on behalf of TIAA-CREF Life Separate Account VA-1 ("TIAA-CREF Life VA-1"), pursuant to which it serves as the principal underwriter of the variable annuity Contracts (the "Contracts") issued by VA-1 and TIAA-CREF Life VA-1 and the shares issued by the Fund (the "Shares"). IN WITNESS WHEREOF, T-C Services and TPIS have caused this Amendment to the Agreement to be executed in their names and on their behalf as of this 30th day of November, 1998 by and through their duly authorized officers. TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC. By: Attest: Lisa Snow Title: Vice President, Chief Counsel and Secretary TEACHERS PERSONAL INVESTORS SERVICES, INC. By: Attest: Thomas G. Walsh Title: President EX-99.B.4 4 FORM OF PERSONAL ANNUITY SELECT CONTRACT 1 EXHIBIT 99.B.4 TIAA-CREF LIFE INSURANCE COMPANY 730 THIRD AVENUE, NEW YORK, N.Y. 10017-3209 TELEPHONE: [888-842-2733] PERSONAL ANNUITY SELECT CONTRACT Contract Date of Issue Number mo day yr [0-800135-6 01 01 1999] Annuitant [John J. Jones] Owner [Jane J. Doe] This is a contract between you, the owner, and TIAA-CREF Life Insurance Company ("TIAA-CREF Life"). This page refers briefly to some of the features of this contract. The next pages set forth in detail the rights and obligations of both TIAA-CREF Life and you under the contract. PLEASE READ YOUR CONTRACT. IT IS IMPORTANT. GENERAL DESCRIPTION This is a flexible premium limited deferred annuity contract. You allocate any future premiums to the fixed account and/or to investment accounts of the separate account. Your contract accumulation (the value of your contract) is the sum of your fixed account accumulation and your separate account accumulations. Accumulations in the fixed account are credited with a guaranteed interest rate, and may also be credited with additional interest. ACCUMULATIONS IN THE SEPARATE ACCOUNT ARE VARIABLE, ARE NOT GUARANTEED, AND MAY INCREASE OR DECREASE DEPENDING ON INVESTMENT RESULTS OF THE FUNDS UNDERLYING THE INVESTMENT ACCOUNTS. TIAA-CREF Life will pay the income benefit provided under this contract to you, the owner. The income benefit is based on the life of the annuitant named above, who may be the owner or another person. If you or the annuitant die before the income benefit begins, TIAA-CREF Life will pay the death benefit provided in this contract. Income and death benefits are based on your contract accumulation and the rate schedule under which premiums and transfers are credited to your fixed account accumulation. You may choose to withdraw all or a part of your contract accumulation on or before the day income benefits begin. This contract does not provide for loans. TIAA-CREF Life may stop accepting premiums under this contract and accept premiums under a replacement contract. Such a replacement contract may include a surrender charge, a lower guaranteed interest rate on fixed account accumulations, and different annuity purchase rates. 30 DAY RIGHT TO EXAMINE YOUR CONTRACT. You have 30 days from the day you receive this contract to examine it. If you decide to cancel this contract, send it and your request to cancel to TIAA-CREF Life at the address above. Upon receipt of such request, TIAA-CREF Life will refund the contract accumulation as of the date you mailed or delivered your request to us, plus premium taxes (if any) deducted from premiums paid. As of that date, the contract will then be void and no benefits will be provided under it. If you have any questions about your contract or need help to resolve a problem, you can contact us at the address or phone number above. NONQUALIFIED FLEXIBLE PREMIUM LIMITED DEFERRED ANNUITY FIXED AND VARIABLE ACCUMULATIONS Thomas G. Walsh President and Chief Executive Officer TCL-1291.2 Page 1 TIAA-CREF Life PAS Ed. 1-1999 2 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT INDEX OF IMPORTANT TERMS AND PROVISIONS Section Accumulation Contract.............................................................24 Fixed Account........................................................25 Investment Account...................................................27 Accumulation Unit Number of............................................................32 Definition...........................................................28 Additional Interest...........................................................26 Annuitant - Definition.........................................................1 Annuity Starting Date Definition............................................................2 Assignment - Rights Subject to................................................52 Beneficiary Definition............................................................3 Naming................................................................3 Benefits Based on Incorrect Age...............................................59 Business Day...................................................................4 Claims of Creditors Protection Against...................................................53 Contract - Consists of........................................................19 Correspondence with Us........................................................63 Death Benefit Availability of......................................................38 Amount of Payments...................................................41 Death Benefit Payee - Definition......................................6 Definition............................................................5 Guaranteed Minimum...................................................40 Methods of Payment...................................................43 Naming Your Beneficiary...............................................3 Payable Date.........................................................39 Variable Accumulations...............................................42 Distributions Required on Death of Owner After the Annuity Starting Date......................................37 Before the Annuity Starting Date.....................................44 Elections and Changes - Procedure.............................................55 Fixed Account..................................................................7 Fund - Definition..............................................................8 General Account................................................................9 Gross Investment Factor.......................................................30 Income Benefit Amount of Payments...................................................34 Automatic Election...................................................36 Definition...........................................................10 Options..............................................................36 Payment of...........................................................33 Starting Payments....................................................35 Investment Account Addition or Deletion.................................................48 Description..........................................................11 Change or Substitution of Funds......................................49 Investment Company Act of 1940................................................57 Lapse or Forfeiture - Protection Against...................................................20 Laws and Regulations - Compliance with......................................................61 Loans - Not available.........................................................51 Lump-sum Benefit and Transfers Availability.........................................................45 Definition...........................................................12 Effective Date.......................................................46 Net Investment Factor.........................................................29 Non-Forfeiture of Benefits....................................................54 Owner - Definition............................................................13 Payment to an Estate, Trustee, etc............................................56 Premiums Allocation...........................................................22 Limits on............................................................21 Taxes................................................................23 Proof of Survival.............................................................60 Rate Schedule.................................................................64 Definition...........................................................14 Report of Accumulation........................................................50 Right to Amend................................................................62 Second Annuitant - Definition.................................................15 Separate Account Charge...............................................................31 Description..........................................................16 Insulation of........................................................47 Service of Process upon TIAA-CREF Life........................................58 Transfer......................................................................17 Valuation Day.................................................................18 Page 2 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 3 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT PART A: ANNUITANT DATA Annuity Date of Starting Date of Contract Issue Date Birth Number mo day yr mo day yr mo day yr 0-800135-6 01 01 1999 12 01 2018 Annuitant John J. Jones 12 20 1952 Owner Jane J. Doe 11 15 1950 Annuitant's Social Security Number: 111-11-1111 Owner's Social Security Number: ###-##-#### This contract was made and delivered in the State of New York. The validity and effect of the contract are governed by the laws there in force. Your initial premium has been allocated to the accounts shown below. All future premiums will be allocated to these accounts as shown unless you change your allocation instructions as described in section 22. Fixed Account: 30% Investment Accounts Stock Index Account: 70% Minimum Fixed-Account Accumulation Interest Rate: 3.0% The following investment account is available as of the date of issue: STOCK INDEX ACCOUNT: This account holds shares in the Stock Index Fund of the TIAA-CREF Life Funds, which maintains a broadly diversified portfolio consisting primarily of common stocks selected to track the overall U.S. stock market. The separate account charge is 1.2% per year of the separate account's net assets. TIAA-CREF Life may choose to waive a portion of the separate account charge. TCL-1291.2 Page 3 TIAA-CREF Life PAS Ed. 1-1999 4 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT This page has been left blank intentionally. Page 4 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 5 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT PART B: TERMS USED IN THIS CONTRACT 1. The ANNUITANT is the natural person whose life is used in determining the income benefit to be paid. The annuitant is named on Page 3 of this contract, and may not be changed, except as provided in section 38. 2. The ANNUITY STARTING DATE shown on Page 3 is the date on which your income is scheduled to begin. You may change your annuity starting date as explained in section 35. 3. BENEFICIARY. Beneficiaries are persons you name, in a form satisfactory to TIAA-CREF Life, to: A) receive the death benefit as death benefit payee(s) if you die before the annuity starting date while the annuitant is alive; or B) become the owner, and receive any benefits due as owner, if you die on or after the annuity starting date. At any time you may name, change, add or delete beneficiaries, by written notice to TIAA-CREF Life as explained in section 55. You can name two "classes" of beneficiaries, primary and contingent. These classes set the priority of payment or ownership. If any primary beneficiary is alive at the time of your death, the primary beneficiary(ies) will receive the death benefit or become the owner(s). If no primary beneficiary survives you, your "beneficiaries" are the surviving contingent beneficiary or beneficiaries you named. If a class contains more than one person, the then-living person(s) in the class will receive the death benefit or become owners in equal shares, unless you provide otherwise. For example, if you die before the annuity starting date, and you named your spouse as primary beneficiary and "children" as contingent beneficiaries, your spouse would receive the death benefit or become owner if he or she survived you. But if your spouse did not survive you, then your surviving children would receive the death benefit or become owners in equal shares. The share of any named beneficiary in a class who does not survive will be allocated in equal shares to the beneficiaries in such class who do survive, even if you've provided for these beneficiaries to receive unequal shares. If you die before the annuity starting date and if you named your estate as beneficiary, none of the beneficiaries you named is alive at the time of your death, or you never named a beneficiary, the death benefit will be paid to your estate in one sum. If you die on or after the annuity starting date and if none of the beneficiaries you named is alive at the time of your death, or you never named a beneficiary, the annuitant will become the owner. If the annuitant is not alive, the second annuitant (if any) will become the owner. If no beneficiary or annuitant is alive, the present value of any income benefit remaining due will be paid to your estate in one sum. 4. A BUSINESS DAY is any day that the New York Stock Exchange is open for trading. A business day ends at 4:00 p.m. Eastern time, or when trading closes on the New York Stock Exchange, if earlier. 5. The DEATH BENEFIT is the value of your contract accumulation, or if greater, the sum of all TCL-1291.2 Page 5 TIAA-CREF Life PAS Ed. 1-1999 6 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT premiums credited to this contract less any lump-sum benefits paid. It will be paid to the death benefit payee under one of the methods of payment set forth in Part F, if you or the annuitant dies before the annuity starting date. 6. The DEATH BENEFIT PAYEE can receive the death benefit if you or the annuitant dies before the annuity starting date. If you die, your beneficiary will be the death benefit payee. If the annuitant dies and you are not the annuitant, you will be the death benefit payee. Where the owner and the annuitant have died and there is not sufficient evidence that they have died other than simultaneously, then the beneficiary is the death benefit payee, unless you have provided otherwise. 7. FIXED ACCOUNT. All premiums and transfers credited to the fixed account become part of TIAA-CREF Life's general account. 8. A FUND is a mutual fund or a separate series of a mutual fund registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. Each Fund consists of a portfolio of assets managed with a specific investment objective. 9. The GENERAL ACCOUNT consists of all of TIAA-CREF Life's assets other than those in separate accounts. 10. The INCOME BENEFIT is the periodic amount payable under one of the options set forth in Part E. The first payment will be payable as of the annuity starting date. 11. An INVESTMENT ACCOUNT is a subaccount of the separate account that holds shares of a Fund or Funds which are managed with a specified investment objective. The investment account(s) available as of the date of issue are shown on Page 3. TIAA-CREF Life may add, combine, or delete investment accounts as described in section 48. 12. A LUMP-SUM BENEFIT is a withdrawal in a single sum of all or part of your contract accumulation. The provisions concerning lump-sum benefits are set forth in Part G. 13. You are the OWNER. During your lifetime, you may, subject to the rights of any assignee and to the extent permitted by law, exercise every right given by this contract without the consent of any other person. The owner may be changed as explained in section 55. The name of the owner as of the date of issue is shown on Page 3. 14. The RATE SCHEDULE sets forth the guaranteed annuity purchase rates to be used in determining income and death benefit payments. All such payments are made from the general account. The rate schedule applies only to your fixed account accumulation. The minimum income or death benefit equals that part of your fixed account accumulation multiplied by the guaranteed annuity purchase rate calculated on the basis specified in the rate schedule. The rate schedule is in section 64. 15. You name a SECOND ANNUITANT if you choose an income benefit under a two-life Annuity option, as explained in section 36. Under a two-life Annuity option the lives of the annuitant and the second annuitant are used in determining the income benefit. Page 6 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 7 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT 16. SEPARATE ACCOUNT. All premiums and transfers credited to an investment account are part of the separate account. The separate account is designated as "TIAA-CREF Life VA-1" and was established by TIAA-CREF Life in accordance with New York law to provide benefits from this contract and other similar contracts. The assets and liabilities of separate account TIAA-CREF Life VA-1 are segregated from the assets and liabilities of the general account and from the assets and liabilities of any other TIAA-CREF Life separate account. 17. You may TRANSFER some or all of your contract accumulation between the fixed account and the available investment accounts. The provisions concerning transfers, including restrictions, are set forth in Part G. 18. A VALUATION DAY is any business day, as well as the last calendar day of each month. PART C: CONTRACT AND PREMIUMS 19. THE CONTRACT. This document is the entire contract between you and TIAA-CREF Life. We have issued it in return for your completed application and the first premium. The application is not part of the contract. Any endorsement to or amendment of this contract or waiver of any of its provisions will be valid only if in writing and signed by an executive officer or a registrar of TIAA-CREF Life. All benefits are payable at TIAA-CREF Life's home office in New York, NY. This contract is incontestable. 20. PROTECTION AGAINST CONTRACT TERMINATION OR FORFEITURE. While your contract accumulation is at least $250, your rights under the contract will remain in force after the first premium has been paid. No additional premiums are required. You own this contract. If no premiums have been paid for three years, and your accumulation is less than $250, we may pay you your contract accumulation and terminate this contract. 21. PREMIUMS. Premiums for this contract may be paid until the annuity starting date and in any amount not less than $25. TIAA-CREF Life may limit total premiums and transfers allocated to the fixed account to $300,000 in any twelve-month period. TIAA-CREF Life may stop accepting premiums under this contract after the effective date of a change in New York State Insurance Law which lowers the minimum required accumulation interest rate for flexible premium annuities from the rate in effect on December 31, 1998, provided that: a) you have been given three months' written notice; and b) TIAA-CREF Life accepts premiums under a new TIAA-CREF Life deferred annuity contract issued to you with the same annuitant, annuity starting date, beneficiary and methods of benefit payment as those under this contract at the time of replacement. Such new contract may include a surrender charge on fixed account accumulations and may have a lower guaranteed interest rate and different annuity purchase rates than those under this contract. The new contract will also provide the same rights to elect changes as those provided under this contract. TCL-1291.2 Page 7 TIAA-CREF Life PAS Ed. 1-1999 8 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT Your initial premium will be credited to your contract within two business days of the business day on which it is received by TIAA-CREF Life at the location that TIAA-CREF Life will designate. Each subsequent premium will be credited to your contract as of the business day on which it is received by TIAA-CREF Life at the location that TIAA-CREF Life will designate. 22. ALLOCATION OF PREMIUMS. You allocate premiums among the fixed account and the available investment accounts. As of the date of issue, the Stock Index Account is the only available investment account. If you allocate premiums to the fixed account they increase your fixed account accumulation. If you allocate premiums to an investment account they purchase accumulation units in that account. Your allocation instructions as of the date of issue are shown on Page 3, and may be changed at any time for future premiums. Your premiums are allocated according to the most recent valid instructions TIAA-CREF Life has received from you in a form acceptable to TIAA-CREF Life. 23. PREMIUM TAXES. State and local government premium tax, if applicable, will be deducted from your contract accumulation when incurred by TIAA-CREF Life. TIAA-CREF Life may deduct these taxes when the premium is received by TIAA-CREF Life or when annuity income or death benefit payments commence. If no amount for premium tax was deducted, but premium tax is later determined to be due, TIAA-CREF Life will reduce your contract accumulation by the amount of tax which is determined to be due by TIAA-CREF Life. PART D: ACCUMULATIONS 24. Your CONTRACT ACCUMULATION is equal to the sum of your fixed account accumulation and your investment account accumulations. Your fixed account accumulation is guaranteed by TIAA-CREF Life's general account. Separate account accumulations are not guaranteed, and you bear the investment risk of your separate account accumulations. 25. Your FIXED ACCOUNT ACCUMULATION is equal to: A) all premiums allocated to your fixed account accumulation; plus B) all transfers credited to your fixed account accumulation; plus C) interest credited to your fixed account accumulation at the guaranteed effective annual rate of 3%; plus D) any additional interest in excess of the guaranteed interest credited to your fixed account accumulation; less E) any premium taxes incurred by TIAA-CREF Life for your fixed account accumulation; less F) the amount of any lump-sum benefits paid, or transfers from your fixed account accumulation. 26. TIAA-CREF Life may credit ADDITIONAL INTEREST to your fixed account accumulation. TIAA-CREF Life does not guarantee that there will be additional interest. Additional interest, if any, will be credited under a schedule of additional interest rates declared by TIAA-CREF Life from time to time. Page 8 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 9 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT 27. An INVESTMENT ACCOUNT ACCUMULATION (the value of your share of an investment account) is equal to the number of your accumulation units multiplied by the value of one accumulation unit in that investment account. Investment account accumulations are variable and are not guaranteed. They may increase or decrease depending on investment results of the funds underlying the investment accounts. 28. ACCUMULATION UNIT. Each investment account maintains a separate accumulation unit. The value of each investment account's accumulation unit is calculated at the end of each valuation day. The value of an investment account's accumulation unit is equal to the prior valuation day's value multiplied by the account's net investment factor. 29. An investment account's NET INVESTMENT FACTOR equals its gross investment factor minus the separate account charge incurred since the previous valuation day. 30. An investment account's GROSS INVESTMENT FACTOR equals (A) divided by (B), as follows: (A) equals i. the net asset value of the shares in the fund(s) held by the account as of the end of the valuation day, excluding the net effect of contract holders' transactions (i.e., premiums received, benefits paid, and transfers to and from the account) made during that day; plus ii. investment income and capital gains distributed to the account; less iii. any amount paid and/or reserved for tax liability resulting from the operation of the account since the previous valuation day. (B) equals the value of the shares in the fund(s) held by the account as of the end of the prior valuation day, including the net effect of contract holders' transactions made during the prior valuation day. 31. SEPARATE ACCOUNT CHARGE. A separate account charge is assessed for mortality and expense risk and administration. The separate account charge is guaranteed not to exceed 1.2% of the separate account's average daily net assets per year. 32. NUMBER OF ACCUMULATION UNITS. The number of your accumulation units in an investment account under your contract will be increased by: A) any premiums you allocate to that investment account; and B) any transfers you make to that investment account; and will be decreased by: C) any premium taxes incurred by TIAA-CREF Life for your investment account accumulation; D) any lump-sum benefits paid from your account accumulation in that investment account; and E) any transfers from your account accumulation in that investment account to the fixed account or another investment account. The increase or decrease in the number of your accumulation units on any valuation day is equal to the net dollar value of all transactions divided by the value of the investment account's TCL-1291.2 Page 9 TIAA-CREF Life PAS Ed. 1-1999 10 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT accumulation unit as of the end of the valuation day. PART E: INCOME BENEFIT 33. PAYMENT OF THE INCOME BENEFIT. Your contract accumulation can be used to provide an income benefit guaranteed by TIAA-CREF Life's general account. No income benefit is available from the separate account. The income benefit will be paid to you, the owner. If you die while any income benefit payments remain due, the beneficiary will become the owner. The beneficiary, as the new owner, will receive the income benefit and may name or change beneficiaries as described in section 3. 34. The AMOUNT OF THE INCOME BENEFIT as of the annuity starting date will be determined by: A) the amount of your contract accumulation; B) the rate schedule under which any premiums and transfers were credited to your fixed account accumulation; C) the income option and payment frequency you choose; D) if you choose a one-life annuity, the annuitant's age; and E) if you choose a two-life annuity; the annuitant's age and the second annuitant's age. If the income benefit would be less than $100 a month, TIAA-CREF Life will have the right to change to quarterly, semi-annual or annual payments, whichever will result in payments of $100 or more and the shortest interval between payments. 35. STARTING THE INCOME BENEFIT. Payment of your income benefit will begin as of the annuity starting date you have chosen, if you and the annuitant are then living and: A) you have chosen one of the income options set forth in section 36; and B) if you choose a one-life annuity, we have received due proof of the annuitant's age; and C) if you choose a two-life annuity, we have received due proof of the annuitant's age and the second annuitant's age. If the requirements of this section have not been completed by the annuity starting date you have chosen, the annuity starting date will be deferred to the first of the month after these requirements have been completed. You may change the annuity starting date at any time on or before the day the income benefit begins, by written notice to TIAA-CREF Life as explained in section 55. You may change the annuity starting date to the first of any month following the date of the change, but not to a month: A) earlier than fourteen months after the date of issue shown on page 3; or B) later than the annuitant's ninetieth birthday. If you have not chosen an annuity starting date prior to the first of the month in which the annuitant turns age 90, you will be deemed to have chosen that date. Page 10 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 11 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT 36. INCOME OPTIONS are the ways in which you may have the income benefit paid. Any time before the annuity starting date you may choose one of the options listed below. Any choice or change of such choice must be made by written notice to TIAA-CREF Life as explained in section 55. You may change your choice at any time before payments begin, but once they have begun no change can be made. Each of the income options listed below is payable from TIAA-CREF Life's general account. No income option is payable from any investment account. You must transfer (as described in Part G) your investment account accumulation to your fixed account accumulation in order to apply your investment account accumulation to one of the income options listed below. The following are the income options from which you may choose. In addition to providing an income during the lifetime of the annuitant or for a fixed period, some options provide that payments will continue for the lifetime of a second annuitant, and some provide that payments will continue in any event during a guaranteed period as explained below. The income options are described as monthly payments, but you may choose quarterly, semi-annual or annual payments. The periodic amount paid to you or a surviving second annuitant depends on which of these options you choose. You may not elect an option which would not be treated as an annuity under federal tax law. The periodic amount paid depends on which of these options you choose: ONE-LIFE ANNUITY. A payment will be made to you each month for as long as the annuitant is alive. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease at the annuitant's death. If you include a guaranteed period and the annuitant dies before the end of that period, monthly payments will continue until the end of that period and then cease. TWO-LIFE ANNUITY. A payment will be made to you each month for as long as either the annuitant or the second annuitant is alive. You cannot change your choice of second annuitant after payments begin. You may include a guaranteed period of 10, 15 or 20 years. If you do not include a guaranteed period, all payments will cease at the death of the last survivor of the annuitant and second annuitant. You may choose from among the following forms of two-life annuity. FULL BENEFIT WHILE EITHER THE ANNUITANT OR THE SECOND ANNUITANT IS ALIVE. The full monthly benefit will continue as long as either the annuitant or the second annuitant is alive. If you included a guaranteed period and the annuitant and second annuitant both die before the end of the period chosen, the full amount of the monthly payments that would have been paid if both had lived will continue until the end of that period and then cease. TWO-THIRDS BENEFIT AFTER THE DEATH OF EITHER THE ANNUITANT OR THE SECOND ANNUITANT. At the death of either the annuitant or the second annuitant, two-thirds of the monthly payments that would have been paid if both had lived will continue for the life of the survivor. If you included a guaranteed period and the annuitant and the second annuitant both die before the end of the period chosen, two-thirds of the monthly payments that would have been paid if both had lived will continue to the end of that period and then cease. HALF BENEFIT AFTER THE DEATH OF THE ANNUITANT. The full monthly income will TCL-1291.2 Page 11 TIAA-CREF Life PAS Ed. 1-1999 12 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT continue as long as the annuitant is alive. If the second annuitant survives the annuitant, one-half the monthly payments that would have been paid if the annuitant had lived will continue for the life of the second annuitant. If you included a guaranteed period and the annuitant and the second annuitant both die before the end of the period chosen, one-half the monthly payments that would have been paid if the annuitant had lived will continue to the end of that period and then cease. FIXED-PERIOD ANNUITY. A payment will be made each month for a fixed period you choose that is not less than 2 nor more than 30 years. If the annuitant dies before the end of the period chosen, the monthly payments will continue to the end of that period and then cease. AUTOMATIC ELECTION PROVISION. If, on the annuity starting date determined in accordance with section 35, you have not chosen one of the income options described in the contract, you will be deemed to have chosen a one-life annuity with a 10-year guaranteed period, or a shorter guaranteed period if required to meet federal tax law. 37. DISTRIBUTION REQUIREMENTS UPON THE DEATH OF THE OWNER. If you die on or after the annuity starting date, any income benefit remaining due must be distributed at least as rapidly as under the income option on which income benefit payments were being made as of the date of death. PART F: DEATH BENEFIT 38. AVAILABILITY OF THE DEATH BENEFIT. If you or the annuitant dies before the annuity starting date, the death benefit will become available to the death benefit payee. If you die and your spouse is the sole death benefit payee, he or she may choose to become the owner and continue the contract, or instead choose to be paid the death benefit. If your spouse does not make a choice, within 60 days of the date we receive due proof of death, he or she will automatically become the owner of the contract as of the date of your death. If you were also the annuitant, your spouse, upon becoming the owner, will also become the annuitant. 39. The DEATH BENEFIT PAYABLE DATE is the date TIAA-CREF Life authorizes payment of the death benefit which is the date TIAA-CREF Life receives: A) due proof of death of you or the annuitant; B) the choice of a method of payment as provided in section 43; and C) due proof of the death benefit payee's age if the method of payment chosen pays a lifetime income, provided that the death benefit payable date will not be later than the first of the month following the 60th day after we receive due proof of the death of you or the annuitant. If no method of payment is chosen before that date, TIAA-CREF Life will pay the death benefit as annual payments for a fixed period ending in the twelve-month period preceding the fifth anniversary of the date of the death. Page 12 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 13 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT 40. GUARANTEED MINIMUM DEATH BENEFIT. The death benefit will be the greater of A and B where: A is your contract accumulation; and B is the sum of all premiums credited less any lump-sum benefits paid. As of the death benefit payable date, your fixed account accumulation will be increased by the excess, if any, of B over A (where A and B are as defined above) in order to pay the death benefit in accordance with this minimum amount. 41. The AMOUNT OF DEATH BENEFIT payment(s) will be determined, as of the death benefit payable date, by: A) the amount of your contract accumulation, after any adjustment in accordance with the guaranteed minimum death benefit, as described in section 40; B) the rate schedule under which premiums and transfers were credited to your fixed account accumulation; C) the method of payment and the frequency of payment chosen for the death benefit; and D) if the method chosen pays a lifetime income, the age of the death benefit payee. 42. TREATMENT OF ACCUMULATIONS IN INVESTMENT ACCOUNTS. Death benefits are paid out of the fixed account. All accumulations held in investment accounts on the date of death will remain in those accounts until the death benefit payable date, unless the death benefit payee instructs otherwise. Accumulations in investment accounts will be transferred to the fixed account for payment of the death benefit as of the death benefit payable date. 43. METHODS OF PAYMENT. TIAA-CREF Life will pay the death benefit to the death benefit payee under one of the methods of payment set forth below. You may choose or change the method of payment at any time before payments begin. If your beneficiary is the death benefit payee, he or she may change the method chosen by you, unless you specify otherwise. If you do not choose a method, your beneficiary will make the choice if he or she becomes entitled to payments. Any choice of method or change of such choice must be made by written notice to TIAA-CREF Life, as explained in section 55. Once payment of the death benefit has begun, the choice may not be changed. Methods providing a lifetime income may be elected only if the death benefit payee is a natural person. A fixed or guaranteed period may not exceed the death benefit payee's life expectancy. The methods of payment are described as monthly payments, but the death benefit payee may choose quarterly, semi-annual or annual payments. Each of the methods of payment listed below is payable from the fixed account. No method of payment is payable from any investment account. SINGLE-SUM PAYMENT. The death benefit will be paid to the death benefit payee in one sum. ONE-LIFE ANNUITY. A payment will be made to the death benefit payee each month for life. A guaranteed period of 10, 15 or 20 years may be included. If a guaranteed period isn't included, all payments will cease at the death benefit payee's death. If a guaranteed period is included and the death benefit payee dies before the end of that period, monthly payments TCL-1291.2 Page 13 TIAA-CREF Life PAS Ed. 1-1999 14 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT will continue until the end of that period and then cease. FIXED-PERIOD ANNUITY. A payment will be made to the death benefit payee each month for a fixed period of not less than 2 nor more than 30 years, as chosen. At the end of the period chosen the entire death benefit will have been paid out. If the death benefit payee dies before the end of the period chosen, the monthly payments will continue until the end of that period and then cease. If any method chosen would result in payments of less than $100 a month, TIAA-CREF Life will have the right to require a change in choice that will result in payments of not less than $100 a month. 44. DISTRIBUTION REQUIREMENTS UPON THE DEATH OF THE OWNER. Notwithstanding any other provision in your contract, if you die before the annuity starting date, TIAA-CREF Life will pay the death benefit in accordance with the requirements of Section 72(s) of the Internal Revenue Code of 1986, as amended. Thus, the death benefit must be distributed within five years of the death of the owner. However, if your beneficiary is a natural person and payments begin within one year of your death, and within 60 days of the date we receive due proof of your death, the distribution may be made over the lifetime of your beneficiary or over a period not to exceed your beneficiary's life expectancy. If your spouse is the sole death benefit payee, he or she may choose to become the owner and continue the contract. If the owner is not a natural person, the death of the first annuitant is treated as the death of the owner for these distribution requirements. PART G: LUMP-SUM BENEFITS AND TRANSFERS 45. AVAILABILITY. On or before the day your income benefits begin, you may choose a lump-sum benefit or transfer from any account under your contract. Lump-sum benefits from an account's accumulation must be at least $1,000 or for the entire account accumulation. Transfers between account accumulations must be at least $250 or for the entire account accumulation. Only one lump-sum benefit or transfer from the fixed account may be made in any 180-day period. After we have given you three months' written notice, we may limit transfers from any investment account to no more than one transfer in any 90-day period. TIAA-CREF Life may limit to $300,000 the total premiums and transfers credited to your fixed account accumulation, in any twelve-month period. Any request to receive a lump-sum benefit must be made by written notice to TIAA-CREF Life as explained in section 55. If your entire contract accumulation is withdrawn, all obligations of TIAA-CREF Life to you under the contract are fulfilled. Any request to transfer accumulations must be in a form acceptable to TIAA-CREF Life. 46. EFFECTIVE DATE. A lump-sum benefit payment or transfer will be effective, and all values determined as of the end of the business day we receive, in a form acceptable to TIAA-CREF Life, your request, unless you choose to defer the effective date to a future day acceptable to TIAA-CREF Life. A request for a lump-sum benefit or transfer cannot be revoked after its effective date. TIAA-CREF Life is required by law to reserve the right to defer payment of a lump-sum Page 14 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 15 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT benefit from the fixed account for up to six months. Also, TIAA-CREF Life reserves the right to delay a transfer from the fixed account for up to six months. If we defer payment of a lump-sum benefit or a transfer from the fixed account for ten or more working days, we will credit interest at the total rate then applicable to amounts left on deposit with TIAA-CREF Life, but not less than 3%. If at any time applicable state law requires a higher rate of interest, such rate will be credited. Payment of a lump-sum benefit or a transfer from an investment account may be delayed to the extent permitted or required under the federal Investment Company Act of 1940, or any other applicable federal or state law. PART H: GENERAL PROVISIONS 47. INSULATION OF SEPARATE ACCOUNT. TIAA-CREF Life owns the assets in separate account TIAA-CREF Life VA-1. To the extent permitted by law, the assets of the separate account will not be charged with liabilities arising out of any other business TIAA-CREF Life may conduct. All income, gains and losses, whether or not realized, of an investment account of the separate account will be credited to or charged against only that investment account without regard to TIAA-CREF Life's other income, gains or losses. 48. ADDITION OR DELETION OF AN INVESTMENT ACCOUNT. TIAA-CREF Life may, as permitted by applicable law, add, combine, or delete investment accounts within the separate account. If you own accumulation units in an investment account that is deleted, you must transfer them to any other available investment account or to the fixed account. Any such changes will be effected only after obtaining the approval of the New York Insurance Department. 49. CHANGE OR SUBSTITUTION OF FUNDS. TIAA-CREF Life may, as permitted by applicable law, change or substitute the Fund(s) whose shares are held by the investment account(s). Any such changes will be effected only after obtaining the approval of the New York Insurance Department. 50. REPORTS. At least once each year until the annuity starting date, we will mail you a report for the calendar year just ended. It will provide a statement of the investments held in the separate account, and it will show the value of your contract accumulation, the death benefit, your fixed account accumulation, and for each investment account accumulation, the value of your accumulation, the number of your accumulation units, and the value of one accumulation unit. 51. NO LOANS. This contract does not provide for loans. 52. ASSIGNMENT. You may assign this contract. We assume no responsibility for the validity of any such assignment, nor will we be charged with notice of any assignment unless it is in writing and has been received by us. The rights of the owner, annuitant, any second annuitant, any beneficiary and any other person to receive benefits under this contract will be subject to the terms of any assignment. You should consult your tax advisor before making any assignment of your contract. 53. PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to you or any other person under this contract are exempt from the claims of creditors or legal process to the TCL-1291.2 Page 15 TIAA-CREF Life PAS Ed. 1-1999 16 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT fullest extent permitted by law. 54. NON-FORFEITURE OF BENEFITS. Any paid-up annuity, cash surrender or death benefits payable under this contract will not be less than the minimum required as of the date of issue by any applicable statute of the state or other jurisdiction in which this contract was delivered. 55. PROCEDURE FOR ELECTIONS AND CHANGES. You (or your beneficiaries after your death) have to make any choice or changes available under your contract in a form acceptable to TIAA-CREF Life at our home office in New York, NY. If you (or your beneficiaries after your death) send us a notice changing your beneficiaries or other persons named to receive payments, it will take effect as of the date it was signed even if you (or other signer) then dies before the notice actually reaches TIAA-CREF Life. Any other notice will take effect as of the date TIAA-CREF Life receives it. If TIAA-CREF Life takes any action in good faith before receiving the notice, we will not be subject to liability even if our acts were contrary to what you told us in the notice. 56. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. TIAA-CREF Life won't be responsible for the acts or neglects of any executor, trustee, guardian, or other third party receiving payments under your contract. If you designate a trustee of a trust as beneficiary, TIAA-CREF Life is not obliged to ask about the terms of the underlying trust or any will. If death benefits become payable to the designated trustee of a testamentary trust, but: A) no qualified trustee makes claim for the benefits within nine months after your death; or B) evidence satisfactory to TIAA-CREF Life is presented at any time within such nine-month period that no trustee can qualify to receive the benefits due, payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise payment will be made to the executors or administrators of the owner's estate. If benefits become payable to an inter-vivos trustee, but the trust is not in effect or there is no qualified trustee, payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise payment will be made to the executors or administrators of the owner's estate. Payment to any trustee or estate as provided for above shall fully satisfy TIAA-CREF Life's payment obligations under this contract to the extent of such payment. 57. INVESTMENT COMPANY ACT OF 1940. The separate account is a unit-investment trust which is a registered investment company under the Investment Company Act of 1940. However, we may operate the separate account using any other form permitted under the Act. Also, TIAA-CREF Life may deregister the separate account under the Act, subject to compliance with applicable law. 58. SERVICE OF PROCESS UPON TIAA-CREF LIFE. We will accept service of process in any action or suit against us on this contract in any court of competent jurisdiction in the United States or Puerto Rico provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the state, district or territory in which the action or suit is brought. This section does not waive any of our rights, including the right to remove such action or suit to another court. Page 16 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 17 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT 59. BENEFITS BASED ON INCORRECT AGE. If the amount of benefits is determined by data as to a person's age that is incorrect, benefits will be recalculated on the basis of the correct age. Any amounts underpaid by TIAA-CREF Life on the basis of the incorrect data will be paid at the time the correction is made. Any amounts overpaid by TIAA-CREF Life on the basis of the incorrect data will be charged against the payments due after the correction is made. Any underpayments paid or overpayments charged will include compound interest at the effective rate of 6% per year. 60. PROOF OF SURVIVAL. For any benefit that requires the owner, annuitant, any second annuitant, any beneficiary and/or any other person named to receive benefits be alive on the date any benefit payment is due under the terms of this contract, TIAA-CREF Life may require satisfactory proof that such person or persons are alive. If this proof is not received after it has been requested in writing, TIAA-CREF Life will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a two-life annuity TIAA has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment, plus compound interest at the rate of 6% per year, has been recovered. 61. COMPLIANCE WITH LAWS AND REGULATIONS. TIAA-CREF Life will administer the contract to comply with all applicable laws and regulations pertaining to annuities and the terms and conditions of the contract. You cannot elect any benefit or exercise any right under your contract if the election of that benefit or exercise of that right is prohibited under an applicable state or federal law or regulation. TIAA-CREF Life will withhold and forward to tax authorities any amounts required by law. 62. RIGHT TO AMEND. TIAA-CREF Life reserves the right to change this contract from time to time in order to comply with applicable federal and state laws on annuities. If we make such a change, we will do so for all contracts written on this form and delivered in the same state this contract was delivered. 63. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form, or request for benefits will be deemed to be received by us unless it is received at our home office in New York, NY. All benefits are payable at our home office in New York, NY. Any questions about your contract or inquiries about our services should be directed to us at our home office address: TIAA-CREF Life, 730 Third Avenue, New York, NY 10017-3209. PART I: RATE SCHEDULE 64. RATE SCHEDULE. All income and death benefits are payable from TIAA-CREF Life's general account. TIAA-CREF Life may pay income or death benefits that are higher than the benefit amounts guaranteed by this rate schedule. THE GUARANTEED ANNUITY PURCHASE RATES APPLICABLE TO the portion of your fixed account accumulation arising from premiums and transfers credited to your fixed account accumulation will be computed on this basis: (1) a deduction for any premium taxes incurred by TIAA-CREF Life for your contract when TCL-1291.2 Page 17 TIAA-CREF Life PAS Ed. 1-1999 18 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT annuity payments commence; (2) interest at an effective annual rate of 3% from the end of the day on which the premium or transfer is received to the date income or death benefits begin, and at the effective annual rate of 2 1/2% thereafter; and (3) mortality according to the Annuity 2000 Mortality Table (TIAA Merged Gender Mod C). These rates cease to apply to any fixed account accumulations that you transfer to the separate account. Page 18 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS 19 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT GUARANTEED ANNUAL AMOUNT OF INCOME BENEFITS UNDER A ONE-LIFE ANNUITY WITH 10-YEAR GUARANTEED PERIOD PURCHASED BY A SINGLE PREMIUM OF $100 (PER $100 CREDITED AFTER ANY APPLICABLE PREMIUM TAXES BEEN DEDUCTED) One-twelfth of the amount shown is payable each month
Age Age Age Attained Attained Attained When Annuity Beginning at When Annuity Beginning at When Annuity Beginning at Premium Premium Premium is Paid* Age 60 Age 65 Age 70 is Paid* Age 60 Age 65 Age 70 is Paid* Age 60 Age 65 Age 70 20 $14.27 $18.10 $23.30 37 $ 8.63 $10.95 $14.10 54 $ 5.22 $ 6.62 $ 8.53 21 13.85 17.57 22.62 38 8.38 10.63 13.69 55 5.07 6.43 8.28 22 13.45 17.06 21.96 39 8.14 10.32 13.29 56 4.92 6.24 8.04 23 13.06 16.56 21.32 40 7.90 10.02 12.90 57 4.78 6.06 7.81 24 12.68 16.08 20.70 41 7.67 9.73 12.52 58 4.64 5.89 7.58 25 12.31 15.61 20.10 42 7.45 9.44 12.16 59 4.51 5.71 7.36 26 11.95 15.15 19.51 43 7.23 9.17 11.81 60 4.37 5.55 7.14 27 11.60 14.71 18.94 44 7.02 8.90 11.46 61 5.39 6.93 28 11.26 14.28 18.39 45 6.81 8.64 11.13 62 5.23 6.73 29 10.94 13.87 17.86 46 6.62 8.39 10.80 63 5.08 6.54 30 10.62 13.46 17.34 47 6.42 8.15 10.49 64 4.93 6.35 31 10.31 13.07 16.83 48 6.24 7.91 10.18 65 4.79 6.16 32 10.01 12.69 16.34 49 6.05 7.68 9.89 66 5.98 33 9.72 12.32 15.87 50 5.88 7.46 9.60 67 5.81 34 9.43 11.96 15.40 51 5.71 7.24 9.32 68 5.64 35 9.16 11.61 14.96 52 5.54 7.03 9.05 69 5.47 36 8.89 11.28 14.52 53 5.38 6.82 8.78 70 5.31
The yearly payments shown above are those that result from a premium of $100, net of premium tax, paid or credited when you have reached an age shown in the "Age Attained" column, but have not passed that birthday by as much as one month. All ages used in computing benefits are calculated in completed years and months. Payments at ages other than those shown, and under other income options, are computed on the basis stated in the rate schedule for benefits bought by premiums. For premiums other than $100, payments will be proportionate. * Premiums are considered to be paid, and will be credited to your contract, as of the end of the business day on which they are received. ========== TIAA-CREF Life will compute any benefits provided by the portion of your fixed account accumulation resulting from amounts applied to the fixed account on the basis stated above, or, if it produces a larger payment, on the rate basis TIAA-CREF Life uses for computing the amount of any nonqualified individual single premium immediate annuity being offered when the payments start, after a deduction for any premium taxes incurred by TIAA-CREF Life for your contract when annuity payments commence. No surrender charge will be assessed against lump-sum benefit payments or transfers from your fixed account accumulation. TCL-1291.2 Page 19 TIAA-CREF Life PAS Ed. 1-1999 20 YOUR TIAA-CREF LIFE PERSONAL ANNUITY SELECT CONTRACT NONQUALIFIED FLEXIBLE PREMIUM LIMITED DEFERRED ANNUITY FIXED AND VARIABLE ACCUMULATIONS Page 20 TCL-1291.2 Ed. 1-1999 TIAA-CREF Life PAS EX-99.B.5 5 FORM OF APPLIC. FOR PERSONAL ANN. SELECT CONTRACT 1 EXHIBIT 99.B.5 ________________________ APPLICATION [LARGE DOLLAR GRAPHIC] for a Personal Annuity Select Contract Included in this packet: - Your Application - Exchange of Annuity Contracts Form PERSONAL ANNUITY SELECT 2 Instruction: Application for a Personal Annuity Select Contract ________________________________________________________________________________ 1. Annuitant Information The Annuitant is the person on whose life the amount and duration of the Contract's Income Benefits are based. Once the Contract is issued, the Annuitant may not be changed. Personal Annuity Select Contracts may be issued before age 88. Only the Owner may exercise the rights given by the Contract. The Owner of the Contract may be a different person than the Annuitant. If the Annuitant is not the Owner, please complete Section 2 of this application. Please complete all information. ________________________________________________________________________________ 2. Owner Information Please complete this section only if the Annuitant is not the Owner. The Owner may exercise every right given by the Contract without the consent of any other person, including receiving the Income Benefits, naming the Beneficiary and surrendering the Contract for cash. A change of ownership may cause tax to become due. A trust may be named as the Owner if it acts as an agent for a natural person. Enter the trust's name in the "Owner" section. Enter the tax I.D. number is the social security space and enter the trustee's address in the permanent residence space. A copy of the trust agreement must be included with this application. Foreign trusts cannot own this Contract. ________________________________________________________________________________ 3. Other Contracts If the annuity being applied for will replace an existing life insurance or annuity contract, please indicate the company and policy number. If you are transferring funds from another company's annuity, please call us toll free for instructions at 1 800 223-1200. The transfer may be subject to income tax if you do not comply with IRS requirements. You should also contact the other insurance company for information regarding transferring funds from your annuity. ________________________________________________________________________________ 4. Annuity Starting Date The Annuity Starting Date is the date you plan to begin receiving Income Benefits. This date may not be earlier than 14 months after the Annuity Contract issue date, and it may not be later than the first day of the month of the Annuitant's 90th birthday. You may change this date any time before Income Benefit payments begin. ________________________________________________________________________________ 5. Designation of Beneficiary If the Annuitant dies before Income Benefit payments begin, the Death Benefit will be paid to you (the Owner). If you (the Owner) die before Income Benefit payments begin, the Death Benefit will be paid to the Beneficiary(ies) you have named. For example, a married person with children might name a spouse as Primary Beneficiary and the children as Contingent Beneficiaries. If the Primary Beneficiary is the Owner's spouse, the surviving spouse may elect to become the successor Owner and continue the Contract. If no Primary Beneficiary is alive at the time of your death, the Death Benefit will be paid to the Contingent Beneficiary(ies) you have named. If no Contingent Beneficiary is alive, or you have not named a Beneficiary, the Death Benefit will be paid to your estate. Unless you tell us otherwise, "children" means your offspring from all of your marriages and any persons you have legally adopted. ________________________________________________________________________________ IF YOU WOULD LIKE ASSISTANCE IN COMPLETING THIS APPLICATION, OR IF YOU HAVE QUESTIONS ABOUT NAMING THE ANNUITANT, OWNER, OR BENEFICIARIES, PLEASE CALL US TOLL FREE AT 1 800 223-1200, WEEKDAYS BETWEEN 8:00 A.M. AND 8:00 P.M., EASTERN TIME. 3
[TIAA CREF LOGO] TIAA-CREF Life Insurance Company Application for a Personal Annuity Select Contract N 730 Third Avenue New York, NY 10017-3206 Please print in INK and provide all information requested - ------------------------------------------------------------------------------------------------------------------------------------ 1. Annuitant Annuitant's Full Name (Mr./Mrs./Ms./Dr.) Information ------------------------------------------------------------------------ Soc. Sec. # Date of Birth / / Sex: [ ] M [ ] F ------------------------------------ ------------------------- Daytime Telephone Evening Telephone ------------------------------- -------------------------------------------- Permanent Residence -------------------------------------------------------------------------------------------- State Zip ------------------------------------------------- --------------------------------- ------------------ Are you currently or formerly employed by: [ ] College, University or Non-Profit Education or Research Institution [ ] K-12 [ } Association [ ] Other ------------------------------------------------------- Occupation ----------------------------------------------------------------------------------------------------- Name and Address of Employer ----------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 2. Owner Owner's Full Name (Mr./Mrs./Ms./Dr.) Information ------------------------------------------------------------------------ (Complete only Soc. Sec. # Date of Birth / / Sex: [ ] M [ ] F if the Annui- ------------------------------------- ------------------------- tant is not Daytime Telephone Evening Telephone the Owner.) ------------------------------- -------------------------------------------- Permanent Residence -------------------------------------------------------------------------------------------- State Zip ------------------------------------------------- --------------------------------- ------------------ Are you currently or formerly employed by: [ ] College, University or Non-Profit Education or Research Institution [ ] K-12 [ } Association [ ] Other ------------------------------------------------------- Occupation ----------------------------------------------------------------------------------------------------- Name and Address of Employer ----------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 3. Other Will this contract replace or change a life insurance or annuity contract with another company? Contracts [ ] Yes If yes, Company Contract Number ------------------------------------------- ------------------------------------ [ ] Life Insurance Policy or [ ] Annuity Contract - ------------------------------------------------------------------------------------------------------------------------------------ 4. Annuity First day of (the Month) (in Year) , OR at the Annuitant's age Starting Date ---------------------- -------------- -------- - ------------------------------------------------------------------------------------------------------------------------------------ 5. Designation Name and Address of Relationship to Date of Birth Social Security # of Beneficiary Primary Beneficiary(ies) (Class I) Owner ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- Name and Address of Relationship to Date of Birth Social Security # Contingent Beneficiary(ies) (Class II) Owner ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- The right to change beneficiaries is reserved to me unless TIAA-CREF LIFE is notified otherwise. NOTE: If no primary beneficiary (Class I) is living at time of insured's death, benefits are payable to the contingent beneficiary (Class II). If a class includes more than one person, the benefits are divided equally among the living beneficiaries of the class. - ------------------------------------------------------------------------------------------------------------------------------------ PLEASE REMEMBER TO COMPLETE THE REVERSE SIDE, AS WELL AS SIGN AND DATE THE APPLICATION. 1291.1.APP.03 Ed 6-98
4 - -------------------------------------------------------------------------------- FOR RESIDENTS OF GA, ID, LA, MA, MI, MO, NE, NC, NJ, NV, OK, RI, SC, TX, UT, WA OR WV, PLEASE READ THE FOLLOWING INFORMATION: IF YOU LIVE IN ONE OF THESE STATES, THE AMOUNT YOU MAY ALLOCATE TO THE STOCK INDEX ACCOUNT IS LIMITED TO $10,000 DURING THE INITIAL CANCELLATION (FREE-LOOK) PERIOD. If you allocate more than $10,000 to the Stock Index Account, your Application is considered incomplete. We will attempt to contact you to ascertain whether you would like us to return the amount in excess of $10,000 or otherwise allocate it to the Fixed Account. If we have not received alternative instructions from you within five days of receiving your incomplete Application, we will immediately return your initial premium. Here is an example of how to determine the maximum percentage of your initial premium you may allocate to the Stock Index Account. Let's assume your initial premium is $15,000. $10,000 divided by $15,000 gives you 66.67%. Thus, 66% is the maximum whole number percentage you may allocate to the Stock Index Account. To allocate the maximum percentage of your initial premium to the Stock Index Account, you would specify that 66% be allocated to the Stock Index Account and 34% to the Fixed Account. Here is how your initial premium will be allocated: To the Fixed Account: $15,000 x .34 = $5,100 To the Stock Index Account: $15,000 x .66 = $9,900 After the cancellation period expires, you may transfer any amount or allocate any percentage of future premiums to the Stock Index Account. - ------------------------------------------------------------------------------- 6. Initial Premium. Your first premium must be at least $250, or $25 using Electronic Funds Transfer (EFT). Please make your check payable to TIAA-CREF LIFE INSURANCE CO. and indicate the amount of your initial premium submitted with this application $____________. Please allocate your premium, in WHOLE PERCENTAGES, to either the Fixed and/or the Stock Index Account(s). The percentage(s) must total 100 percent. Please indicate below, the percentage(s) you wish to contribute to the: FIXED ACCOUNT ________% + STOCK INDEX ACCOUNT ________% = 100% Future premiums must be at least $25 and will be allocated between the Fixed Account and the Stock Index Account in the same proportion (to the nearest whole number percentages) as your initial premium. You may remit additional premiums and change your allocation percentages at any time. Every Contract has an initial cancellation (free-look) period (between 10 and 45 days). If you live in one of the states listed above, the cancellation period will be the minimum allowed by state law (between 10 and 31 days), and we will refund your premium if you cancel the Contract before the end of the cancellation period. If you live in any other state (or D.C.), we will refund the value of your Contract as of the day of cancellation, which is the day you mail or deliver your request to us for cancellation. IMPORTANT INFORMATION THE ANNUITY APPLIED FOR WILL NOT TAKE EFFECT UNLESS AND UNTIL, DURING THE LIFETIMES OF THE PROPOSED ANNUITANT AND OWNER, TIAA-CREF LIFE HAS RECEIVED THE INITIAL PREMIUM AND HAS APPROVED THIS APPLICATION. IF THE ANNUITANT IS NOT THE OWNER, THE ANNUITANT CONSENTS TO THIS APPLICATION FOR AN ANNUITY BASED ON HIS OR HER LIFE. THE OWNER (NOT THE ANNUITANT) CONTROLS THE CONTRACT. SUBJECT TO ANY TRANSFER OR ASSIGNMENT OF RIGHTS, THE OWNER MAY EXERCISE EVERY RIGHT GIVEN BY THE CONTRACT WITHOUT THE CONSENT OF ANY OTHER PERSON. THIS CONTRACT HAS NO PROVISION FOR LOANS. ACCUMULATIONS IN THE STOCK INDEX ACCOUNT ARE VARIABLE IN THAT PRINCIPAL AND RETURNS MAY INCREASE OR DECREASE, DEPENDING ON INVESTMENT RESULTS. INVESTMENT RESULTS IN THE STOCK INDEX ACCOUNT ARE NOT GUARANTEED. I HAVE RECEIVED A CURRENT PROSPECTUS FOR THE VARIABLE COMPONENT OF THE PERSONAL ANNUITY SELECT CONTRACT AND A CURRENT PROSPECTUS FOR THE TIAA-CREF LIFE FUNDS, AND HAVE READ AND UNDERSTAND ALL PROVISIONS OF THIS APPLICATION. - ----------------------------------------------------------- Signature of Annuitant Date - ----------------------------------------------------------- Signature of Owner (if other than the Annuitant) Date If you would like to receive the Statement of Additional Information, which supplements the prospectuses for the variable component of the Personal Annuity Select Contract and the TIAA-CREF Life Funds, check here: [ ] [TIAA CREF LOGO] TIAA-CREF LIFE INSURANCE COMPANY The variable component of the 730 Third Avenue Personal Annuity Select Contract New York, NY 10017-3206 and the TIAA-CREF Life Funds are distributed by Teachers Personal Investors Services, Inc. Copyright 1998 TIAA-CREF Life Insurance Company
5 [TIAA CREF LOGO & LETTERHEAD] EXCHANGE OF ANNUITY CONTRACTS Under IRC Section 1035 Contract No.: Owner: ------------------------- -------------------------------- Contract Issued By: Owner's SS or ID: --------------------------- --------------------- Address of Annuitant/ Issuer: Insured: ------------------------------- ------------------------------ Approximate Amount: ------------------------------- ------------------------------- (Minimum $250) [ ] Please check if you are transferring an insurance contract. Please Note: TIAA-CREF Life is unable to accept dual owners or annuitants. 1. I/We the owner of the captioned contract, wish to exchange it for a Personal Annuity Select on the same life and having the same owner as the captioned contract, for which I/We have submitted an application to TIAA-CREF Life. 2. I/We hereby assign and transfer all right, title and interest in the captioned contract to TIAA-CREF Life. 3. I/We intend this assignment to be part of an exchange of insurance policies under Internal Revenue Code Section 1035. The undersigned is aware that TIAA-CREF Life intends to surrender this contract for its cash value, (no portion of which shall be received actively or constructively by me) and to issue the new Personal Annuity Select in exchange therefor. 4. This form is being furnished to me for my convenience and at my request and TIAA-CREF Life assumes no liability or responsibility and makes no representations as to the validity or effectiveness of this exchange under Section 1035 or otherwise. 5. I/We represent and warrant that no person, firm, or corporation has an interest in the captioned contract except the undersigned, and that no proceedings of either a legal or equitable nature are pending which might affect the said contract. 6. I/We understand and agree that in the event the new Personal Annuity Select is returned under the "free look" provision, TIAA-CREF Life shall be discharged of all further liability to me/us in connection with this transaction. If the exchange of contracts is not completed within a reasonable time, TIAA-CREF Life will assign the contract back to the owner, unless TIAA-CREF Life has already submitted the contract for surrender, and in that event, the amount received by TIAA-CREF Life shall be paid over in full to me/us when received. 7. I/We represent that a photographic copy of this original assignment shall be as valid as the original. 8. We acknowledge that this assignment is not effective unless and until accepted by TIAA-CREF Life and such acceptance is recorded at the end of this form. - ----------------------------------- All other parties, if any, having an (Owner) (Date) interest in ownership of the captioned contract must sign. (e.g., all assignees, irrevocable beneficiaries, etc.) ---------------------------------------- (Signature) (Interest) ---------------------------------------- (Signature) (Interest) ---------------------------------------- (Signature) (Interest) TIAA-CREF Life hereby accepts the Assignment of the above-referenced contract on this ---- day of --------, 19--. By: Title: ------------------------------- ----------------------------------- TEACHERS PERSONAL INVESTORS SERVICES, INC. EX-99.B.6.A 6 CHARTER OF TIAA-CREF LIFE 1 EXHIBIT 99.B.6A RESTATED CHARTER OF TIAA LIFE INSURANCE COMPANY UNDER SECTION 807 OF THE NEW YORK BUSINESS CORPORATION LAW AND SECTION 1206 OF THE NEW YORK INSURANCE LAW 1. The name of the corporation is TIAA Life Insurance Company. 2. The Charter was filed in the office of the Superintendent of Insurance of the State of New York on November 20, 1996. 3. The Charter is amended (a) at Article One by changing the name of the corporation to "TIAA-CREF Life Insurance Company", (b) by deleting Articles Seven and Twelve and redesignating Articles Eight, Nine, Ten and Eleven as Articles Seven, Eight, Nine and Ten, respectively, (c) by deleting the language regarding the declaration of intention which precedes Article One and (d) by deleting the signature lines of the incorporators and notaries. The text of the Charter is hereby restated as amended to read as set forth below in full, and such Restated Charter shall be effective April 3, 1998: ARTICLE ONE The name of the corporation is TIAA-CREF Life Insurance Company. ARTICLE TWO The principal office of the corporation is in the County of New York, City of New York, New York. ARTICLE THREE The corporation shall have the power to transact the kinds of life insurance, annuities and accident and health insurance business specified in paragraphs 1, 2 and 3 of Section 1113(a) of the Insurance Law of the State of New York, as follows: (1) "Life insurance": every insurance upon the lives of human beings, and every insurance appertaining thereto, including the granting of endowment benefits, additional benefits 1 2 in the event of death by accident, additional benefits to safeguard the contract from lapse, accelerated payments of part or all of the death benefit or a special surrender value upon diagnosis (A) of terminal illness defined as a life expectancy of twelve months or less, or (B) of a medical condition requiring extraordinary medical care or treatment regardless of life expectancy, or provide a special surrender value, upon total and permanent disability of the insured, and optional modes of settlement of proceeds; additional benefits to safeguard the contract against lapse in the event of unemployment of the insured. Amounts paid the insurer for life insurance and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to section four thousand two hundred forty of the Insurance Law of the State of New York; (2) "Annuities": all agreements to make periodical payments for a period certain or where the making or continuance of all or some of a series of such payments, or the amount of such payment, depends upon the continuance of human life, except payments made under the authority of paragraph (1) above. Amounts paid the insurer to provide annuities and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to section four thousand two hundred forty of the Insurance Law of the State of New York; (3) "Accident and health insurance": (i) insurance against death or personal injury by accident or by any specified kind or kinds of accident and insurance against sickness, ailment or bodily injury, including insurance providing disability benefits pursuant to Article IX of the Workers' Compensation Law of the state of New York, except as specified in item (ii) hereof; and (ii) non-cancelable disability insurance, meaning insurance against disability resulting from sickness, ailment or bodily injury (but excluding insurance solely against accidental injury) under any contract which does not give the insurer the option to cancel or otherwise terminate the contract at or after one year from its effective date or renewal date; and any amendments to such paragraphs or provisions in substitution therefor which may be hereafter adopted, together with any other kind or kinds of business to the extent necessarily or properly incidental to the kind or kinds of insurance business which the Company is authorized to do. The Company shall also have rights, and authority to engage in such other activities including financial services, as are now or may hereafter be permitted by enactment or amendment of any law. 2 3 ARTICLE FOUR The corporate powers of the corporation shall be exercised by a Board of Directors, and by such officers, employees, agents or committees as it may elect or appoint from time to time. The Board of Directors has the power to make or amend By-Laws. ARTICLE FIVE The number of directors shall be a minimum of thirteen. ARTICLE SIX At all times a majority of Directors shall be citizens and residents of the United States. Not less than three directors shall be residents of the State of New York. Each director must be at least eighteen years of age. The election of Directors shall be at the annual meeting of stockholders. The annual meeting shall be held each year on the second Wednesday of November. At such annual meeting all Directors shall be elected for the ensuing year. Any vacancy in the board of directors occurring between the annual meetings of stockholders may be filled in such manner as the bylaws of the corporation provide. ARTICLE SEVEN The duration of the existence of the corporation shall be perpetual. ARTICLE EIGHT The capital of the corporation shall be two million five hundred thousand dollars ($2,500,000) which shall consist of two thousand five hundred (2,500) shares of common stock with a par value of one thousand dollars ($1,000) each. ARTICLE NINE No Director shall be personally liable to the corporation or any of its stockholders for damages for any breach of duty as a Director; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director if a judgement or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or were acts or omissions (i) which he or she knew or reasonably should have known violated the New York Insurance Law or (ii) which violated a specific standard of care imposed on Directors directly, and 3 4 not by reference, by a provision of the New York Insurance Law (or any regulations promulgated thereunder) or (iii) which constituted a knowing violation of any other law, or establishes that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. ARTICLE TEN This Charter may be amended at any time in accordance with Section 1206 of the New York Insurance Law, as amended from time to time. 4. The said amendment to the Charter was authorized by the Board of Directors by unanimous written consent on April 3, 1998, and this Restated Charter was authorized by the sole shareholder of the corporation by unanimous written consent on April 3, 1998. IN WITNESS WHEREOF This Restated Charter has been signed this 22nd day of April, 1998. TIAA LIFE INSURANCE COMPANY By: /s/ Thomas G. Walsh ---------------------------- Thomas G. Walsh President STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On April 22, 1998, before me personally came Thomas G. Walsh to me personally known and known to me to be the person who executed the foregoing instrument, and he duly acknowledged before me that he executed the same. /s/ John Curran ------------------------------- Notary Public 4 5 By: /s/ Larry D. Hershberger --------------------------------- Larry D. Hershberger Secretary STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On April 22, 1998, before me personally came Larry D. Hershberger, to me personally known and known to me to be the person who executed the foregoing instrument, and he duly acknowledged before me that he executed the same. /s/ John S. Curran ------------------------------- Notary Public 5 EX-99.B.6.B 7 BYLAWS OF TIAA-CREF LIFE 1 EXHIBIT 99.B.6B BYLAWS OF TIAA-CREF LIFE INSURANCE COMPANY ARTICLE ONE Stockholders Section 1. Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the second Wednesday of November at the office of TIAA Life Insurance Company in the City of New York on a day and at an hour specified by notice mailed at least thirty days in advance. The notice shall be in writing and shall be signed by the chairman, or the chief executive officer and president, or a vice president, or the secretary. Special meetings of the stockholders may be held at the said office of the Company whenever called by the chairman, or by the chief executive officer and president, or by order of the board of directors, or by the holders of at least one-third of the outstanding shares of stock of the Company. Section 2. Notice. It shall be the duty of the secretary not less than ten nor more than forty days prior to the date of each meeting of the stockholders to cause a notice of the meeting to be mailed to each stockholder. Section 3. Voting. At all meetings of stockholders each stockholder shall be entitled to one vote upon each share of stock owned by him of record on the books of the Company ten days before the meeting. Stockholders may vote in person or by proxy appointed in writing. Section 4. Quorum. The presence in person or by conference call in accordance with Section Five of Article One or by proxy of the holders of a majority of the shares in the Company shall be necessary to constitute a quorum at any meeting of stockholders. Section 5. Telephonic Participation. At all meetings of stockholders or any committee thereof, stockholders may participate by means of a conference telephone or similar communications equipment allowing all persons participating in 2 the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. ARTICLE TWO Directors Section 1. General Management. The general management of the property, business and affairs of the Company shall be vested in the board of directors as provided by the charter. A director need not be a stockholder. Section 2. Quorum. A majority of the directors shall constitute a quorum at all meetings of the board. If less than a quorum shall be present at any meeting, a majority of those present may adjourn the meeting from time to time until a quorum shall attend. In case of a vacancy among the directors through death, resignation or other cause, a successor to hold office for the unexpired portion of the term may be elected at any meeting of the board at which a quorum shall be present. Directors may be removed without cause by a vote of the shareholders. Such successors shall not take office nor exercise the duties thereof until ten days after written notice of their election shall have been filed in the office of the Superintendent of Insurance of the State of New York. Section 3. Annual Meeting. There shall be a meeting of the board of directors in the month of November each year on a day and at an hour specified in a notice mailed at least ten days and not more than twenty days in advance. This shall be known as the annual meeting of the board of directors. At this meeting the board shall elect officers, appoint committees and transact such other business as shall properly come before the meeting. Section 4. Other Meetings. Stated meetings of the board of directors shall be held on such dates as the board by standing resolution may fix. No notice of such stated meetings need be given. Special meetings of the board may be called by order of the chairman, the chief executive officer and president, or the executive committee by notice mailed at least twenty four hours prior to the date of such meeting, and any business may be transacted at the meeting. Section 5. Telephonic Participation. At all meetings of the board of directors or any committee thereof, directors may participate by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 6. Action Without a Meeting. Any action required or permitted to be taken by the board, or any committee thereof, 2 3 may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee. Section 7. Directors Compensation and Expenses. A director may be paid an annual stipend and fees and such other compensation or emolument in any amount first authorized by the board in accordance with Section 1 of Article Five hereof, including, but not limited to, a deferred compensation benefit, for meetings of the board that he/she attends and for services that he/she renders on or for committees or subcommittees of the board; and each director shall be reimbursed for transportation and other expenses incurred by him/her in serving the Company. Section 8. Chairman. The chairman, and in his absence the chief executive officer and president, shall preside at all meetings of the stockholders and of the board. He shall be ex officio chairman of the executive committee. He may appoint director committees, except those appointed by the board of directors, and may appoint members to fill vacancies on director committees appointed by the board when such occur between meetings of the directors. ARTICLE THREE Officers Section 1. Election. At each annual meeting the board of directors shall elect the executive officers of the corporation including a chief executive officer and president, secretary, one or more vice presidents, and such other executive officers as they may determine. Each such executive officer shall hold office until his or her successor is elected and qualified or, if earlier, until his or her retirement, death, resignation or removal. The board may appoint other officers and agents, assign titles to them and determine their duties; such officers and agents shall hold office during the pleasure of the board of directors. It may appoint persons to act temporarily in place of any officers of the Company who may be absent, incapacitated, or for any other reason unable to act or may delegate such authority to the chief executive officer. Section 2. Removal of Officers. Any officer elected by the board of directors may be removed by the affirmative votes of a majority of all the directors holding office. Any other officer may be removed by the affirmative votes of a majority of all members of the executive committee holding office. 3 4 Section 3. Removal of Other Employees. All other agents and employees shall hold their positions at the pleasure of the executive committee or of such executive officer as the executive committee may clothe with the powers of engaging and dismissing. Section 4. Qualifications. The chief executive officer and president shall be a member of the board of directors, but no other officer need be a director. One person may hold more than one office, except that no person shall be both chief executive officer and president and secretary. Section 5. Chief Executive Officer and President. Subject to the control of the board of directors and the provisions of these bylaws, the chief executive officer and president shall be charged with the management of the affairs of the company, and shall perform such duties as are not specifically delegated to other officers of the Company. He shall be ex officio a member of all standing committees except the nominating and personnel committee and the audit committee. He shall report from time to time to the board of directors on the affairs of the Company. Section 6. Secretary. The secretary shall give all required notices of meetings of the board of directors and shareholders, and shall attend and act as secretary at all meetings of the board and of the executive committee and shareholders and keep the records thereof. He shall keep the seal of the corporation, and shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the board of directors, the executive committee, or the chief executive officer and president. Section 7. Other Officers. The chief executive officer and president shall determine the duties of the executive officers other than the secretary and of all officers other than executive officers, and he may assign titles to and determine the duties of non-officers. ARTICLE FOUR Committees Section 1. Appointment. At each annual meeting of the board of directors the board shall appoint an executive committee, an investment committee, a nominating and personnel committee, and an audit committee, each member of which shall hold office until the close of the next annual meeting of the board and until a successor shall be appointed or until the member shall cease to be a director. The board of directors, the executive committee, or the chairman may appoint such other 4 5 director committees and subcommittees as may from time to time be found necessary or convenient for the proper conduct of the business of the Company, and designate their duties. Section 2. Executive Committee. The executive committee shall consist of at least five directors including the chairman and the chief executive officer and president. Three members shall constitute a quorum. The executive committee shall meet in regular meeting as it may from time to time determine, and in special meeting whenever called by the chairman, and to the extent provided by law shall be vested with full powers of the board of directors during intervals between the meetings of the board in all cases in which specific instructions shall not have been given by the board of directors and, in particular, said committee: (a) Shall have general supervision of the contracts issued by the Company, and of all matters relating to the selection of risks, the determination of premium rates, and of any other questions of detail in the conduct of the business which may be referred to the executive committee by resolutions of the board of directors. (b) Shall have supervision of the rules and methods for recording the vouchers, accounts, receipts and disbursements of the Company. Section 3. Investment Committee. The investment committee shall consist of the chief executive officer and president, four other directors, and such additional directors, if any, as the board of directors or the executive committee may appoint. Three members shall constitute a quorum. (a) Subject to review by the board of directors the investment committee shall determine the investment policies of the Company. (b) The investment committee shall supervise the investment of the funds of the Company in real estate and loans secured by real estate mortgages, and in the purchase, sale, exchange or conversion of securities, and loans on collateral. No loan or investment other than policy loans, shall be made or disposed of without authorization or approval by the investment committee. Section 4. Nominating and Personnel Committee. The nominating and personnel committee shall consist of five directors. Three members shall constitute a quorum. In the year following their appointment and each year thereafter the committee shall nominate executive officers and members of the standing committees for election at the annual meeting of the board of directors, shall designate the principal officers of the 5 6 Company, shall recommend to the board of directors the annual compensation of the principal officers and of any salaried employee if the level of compensation to be paid to such employee is equal to, or greater than, the compensation received or to be received by any principal officer, nominate directors to fill interim vacancies and shall recommend the names of persons for election as directors at the annual meeting of the stockholders. In addition, the committee shall approve the titles and base salaries of all appointed officers and the base salaries of executive officers, other than those designated as principal officers or those officers to be paid on an equal or greater level of compensation with principal officers, and shall recommend the provisions of any incentive salary compensation program(s) and determine the amounts of any incentive salary payments for those officers included in any incentive salary plan. Section 5. Audit Committee. The audit committee shall consist of five directors. Three members shall constitute a quorum. The committee shall itself, or through public accountants or otherwise, make such audits and examinations of the records and affairs of the Company as it may deem necessary. Section 6. Reports. Within a reasonable time after their meetings, all such committees and subcommittees shall report their transactions to each director. ARTICLE FIVE Salaries, Compensation and Pensions to Directors, Officers and Employees Section 1. Salaries and Pensions. The Company shall not pay any salary, compensation or emolument in any amount to any officer, deemed by a committee or committees of the board to be a principal officer, or to any salaried employee of the Company if the level of compensation to be paid to such employee is equal to, or greater than, the compensation received by any of its principal officers, or to any director thereof, unless such payment be first authorized by a vote of the board of directors of the Company. The Company shall not make any agreement with any of its officers or salaried employees whereby it agrees that for any services rendered or to be rendered he shall receive any salary, compensation or emolument that will extend beyond a period of thirty-six months from the date of such agreement, except as specifically permitted by the Insurance Law of the State of New York. No principal officer or employee of the class described in the first sentence of this section, who is paid a salary for his services shall receive any other compensation, bonus or emolument from the Company, directly or indirectly, except in accordance with a plan recommended by a committee of 6 7 the board and approved by the board of directors. The Company shall not grant any pension to any officer or director, or to any member of his family after his death, except that the Company may pursuant to the terms of a retirement plan and other appropriate staff benefit plans adopted by the board provide for any person who is or has been a salaried officer or employee, a pension payable at the time of retirement by reason of age or disability and also life insurance, health insurance and disability benefits. Section 2. Prohibitions. No director or officer of the Company shall receive, in addition to fixed salary or compensation, any money or valuable thing, either directly or indirectly, or through any substantial interest in any other corporation or business unit, for negotiating, procuring, recommending or aiding in any purchase or sale of property, or loan, made by the Company or any affiliate or subsidiary thereof, nor be pecuniarily interested either as principal, coprincipal, agent or beneficiary, either directly or indirectly, or through any substantial interest in any other corporation or business unit, in any such purchase, sale or loan; provided that nothing herein contained shall prevent the Company from making a loan upon a policy held therein by the borrower not in excess of the net reserve value thereof. ARTICLE SIX Indemnification of Directors, Officers, and Employees The Company shall indemnify, in the manner and to the fullest extent permitted by law, each person made or threatened to be made a party to any action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that he or she or his or her testator or intestate is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer or employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if such director, officer or employee acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company and in criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. To the fullest extent permitted by law such indemnification shall include judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees. No payment of indemnification, advance or allowance under the foregoing provisions shall be made unless a notice shall have been filed with the Superintendent of Insurance of the State of 7 8 New York not less than thirty days prior to such payment specifying the persons to be paid, the amounts to be paid, the manner in which payment is authorized and the nature and status, at the time of such notice, of the litigation or threatened litigation. ARTICLE SEVEN Execution of Instruments The board of directors or the executive committee shall designate who is authorized to execute certificates of stock, proxies, powers of attorney, deeds, leases, releases of mortgages, satisfaction pieces, checks, drafts, contracts for insurance or annuities and instruments relating thereto, and all other contracts and instruments in writing necessary for the Company in the management of its affairs, and to attach the Company's seal thereto; and may further authorize the extent to which such execution may be done by facsimile signature. ARTICLE EIGHT Disbursements No disbursements of $100 or more shall be made unless the same be evidenced by a voucher signed by or on behalf of the person, firm or corporation receiving the money and correctly describing the consideration for the payment, and if the same be for services and disbursements, setting forth the services rendered and an itemized statement of the disbursements made, and if it be in connection with any matter pending before any legislative or public body, or before any department or officer of any government, correctly describing in addition the nature of the matter and of the interest of such corporation therein, or if such voucher cannot be obtained, by an affidavit stating the reasons therefor and setting forth the particulars above mentioned. ARTICLE NINE Corporate Seal The seal of the Company shall be circular in form and shall contain the words "TIAA-CREF Life Insurance Company," which seal shall be kept in the custody of the secretary of the Company and be affixed to all instruments requiring such corporate seal. 8 9 ARTICLE TEN Amendments Any bylaw may be amended or repealed at any meeting of the board of directors provided notice of the proposed amendment or repeal shall have been mailed to each director at least one week and not more than two weeks prior to the date of such meeting. 9 EX-99.B.8 8 PARTICIPATION/DISTRIBUTION AGREEMENT 1 EXHIBIT 99.B.8 PARTICIPATION/DISTRIBUTION AGREEMENT THIS AGREEMENT is entered into on this 30th day of November, 1998, between TIAA-CREF Life Insurance Company ("TCL"), a life insurance company organized under the laws of the State of New York, for itself and on behalf of TIAA-CREF Life Separate Account VA-1 (the "Account"), a separate account established by TCL in accordance with the laws of the State of New York; TIAA-CREF Life Funds (the "Company"), an open-end management investment company organized under the laws of the State of Delaware, and Teachers Personal Investors Services, Inc. ("TPIS"), a Delaware corporation operating as a broker-dealer. WITNESSETH: WHEREAS, the Account has been established by TCL pursuant to the insurance laws of the State of New York in connection with certain variable annuity contracts ("Contracts") proposed to be issued to the public by TCL; WHEREAS, the Account has been registered as a unit investment trust under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the income, if any, and gains and losses, realized and unrealized, from assets allocated to the Account are, in accordance with the applicable contracts, to be credited to or charged against the Account without regard to other income, gains or losses of TCL or any other separate account thereof; WHEREAS, the Account currently consists of a single investment account and may in the future be subdivided into various investment accounts (each a "subaccount") as to which income, if any, and gains and losses, realized and unrealized, from assets allocated to each such subaccount would be credited to or charged against such subaccounts without regard to other income, gains or losses of other subaccounts; WHEREAS, the Company is registered with the Securities and Exchange Commission under the 1940 Act as an open-end management investment company; WHEREAS, the Company currently consists of a single investment portfolio and may in the future be subdivided into various investment portfolios (each a "Fund"), each of which may be subject to certain investment policies and restrictions that may not be changed without a majority vote of the shareholders of such Fund; and 1 2 WHEREAS, the shares of each Fund will be offered to a corresponding subaccount; and WHEREAS, TPIS is the principal underwriter for the Contracts and is a broker-dealer registered as such under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers ("NASD"); NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions set forth herein TCL, the Account, TPIS and the Company hereby agree as follows: 1. The Contracts funded through the Account will provide for the allocation of purchase payments among certain subaccounts for investment in such shares of the Funds as may be offered from time to time in the prospectus for the Contracts. The selection of the particular subaccount is to be made by the contract owner and such selection may be changed or the cash value may be transferred among or between subaccounts in accordance with the terms of the Contracts. 2. The Company hereby appoints TPIS as its principal underwriter and exclusive distributor to sell its shares to the Account, and TPIS accepts such appointment. TPIS shall offer shares of the Company only on the terms set forth in the Company's currently effective registration statement. The Company reserves the right to sell its shares to other persons and to appoint additional underwriters and distributors. 3. The Company agrees to sell to TCL, on behalf of the Account, those shares of the Funds of the Company which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Company or its designated agent of the order for the shares of the Company. For purposes of this Section, TCL or its designated agent shall be the designated agent of the Company for receipt of such orders from contract owners and receipt by such designated agent shall constitute receipt by the Company; provided that the Company's transfer agent receives notice of such order by 9:30 a.m. New York time on the next following business day. "Business day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Company calculates the net asset value of the Funds as described in its registration statement. The Company agrees to make shares of each Fund available indefinitely for purchase at the applicable net asset value per share by the Account on those days on which the Company calculates its net asset value as described in its registration statement and the Company shall use reasonable efforts to calculate such net asset value on each business day as defined above. Notwithstanding the foregoing, the Board of Trustees of the Company (hereinafter the "Board") may refuse to sell shares of any Fund to TCL, or suspend or terminate the offering of shares of any Fund if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties 2 3 under federal and any applicable state laws, necessary in the best interests of the shareholders of such Fund or contract owners indirectly invested in such Fund. TCL shall pay for such shares by 9:30 a.m. New York time on the next business day after an order to purchase shares is made in accordance with the provisions of this Section 5. Payment shall be in federal funds transmitted by wire to the Company's transfer agent or by a credit for any shares redeemed. 4. The Company agrees to redeem for cash, on TCL's request, any full or fractional shares of the Company held by TCL, executing such requests on a daily basis at the net asset value next computed after receipt by the Company or its designated agents of the request for redemption by Contract owners. For purposes of this Section, TCL or or its designated agent shall be the designated agent of the Company for receipt of requests for redemption from Contract owners and receipt by such designated agent shall constitute receipt by the Company; provided that the Company receives notice of such request for redemption by 9:30 a.m. New York time on the next following business day. The Company ordinarily shall make payment to TCL for shares redeemed on the day the Company receives notice from TCL or its designated agent, but the Company may delay payment for up to seven calendar days after the request is received. Payment shall be in federal funds transmitted by wire or by a credit for any shares purchased. 5. Transfer of shares shall be by book entry. No stock certificates will be issued to the Account. Shares of each Fund will be recorded with an appropriate identifier for the corresponding subaccount on the books of TCL. If, however, state law requires transfer other than by book entry, then the Company agrees to provide the required form of transfer. 6. The Company shall make the net asset value per share for each Fund available to TCL or its designated agent on a daily basis as soon as reasonably practicable after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available to TCL or its designated agent by 7 p.m. New York time. 7. The Company or its transfer agent shall furnish notice on the ex-dividend date to TCL or its designated agent of any dividend or distribution payable on any shares to the Account. All of such dividends and distributions as are payable on shares of a Fund shall be automatically reinvested in additional shares of that Fund. The Company shall notify TCL or its designated agent of the number of shares so issued. 8. The Company shall pay all of its expenses incidental to its performance under this Agreement. The Company shall take all reasonable steps to ensure that all of its shares are registered and authorized for issue in accordance with applicable federal and state laws prior to their purchase by TCL for the Account. The Company shall bear the expenses for the cost of registration of its shares, preparation of its prospectus, proxy materials and reports, the printing 3 4 and distribution of such items to each Contract owner who has allocated net amounts to any subaccount, the preparation of all statements and notices required by any federal or state law, and taxes imposed upon the Company on the issue or transfer of the Company's shares subject to this Agreement. The parties shall cooperate in the printing of the prospectuses of the Contracts and the Company. The Company shall provide TCL with a reasonable quantity of Company prospectuses and reports to be sent to existing Contract owners. 9. The Company does not charge a load or redemption fee in connection with the sale or redemption of its shares and TPIS will not charge any load or redemption fee in connection with the sale of shares to or redemption of shares from the Account. Notwithstanding this, TPIS assumes and will pay, from its own resources, all expenses related to distribution of the Company's shares and will bear other costs and expenses attributable to any activity primarily intended to result in the sale of shares. Such expenses include, but are not limited to: a. printing and distribution of the Company's prospectus to prospective investors; b. preparation, printing and distribution of advertising and sales literature for use in the offering of the Company's shares (in connection with the offering of the Contracts or otherwise) and printing and distribution of reports to shareholders used as sales literature; and c. the qualification of TPIS as a distributor or broker or dealer under any applicable federal or state securities laws; 10. In selling shares of the Company, TPIS shall use its best efforts in all respects duly to conform with the requirements of all federal and state laws and regulations and the rules of the NASD, relating to the sales of the Company's shares or the Contracts. 11. TPIS shall act as an independent contractor and nothing contained herein shall be construed to make it, its agents or representatives, or any employees, employees of the Company. In addition, TPIS shall remain fully responsible for its own conduct and that of its agents, representatives and employees under applicable law. 12. TCL and TPIS shall make no representations concerning the Company or its shares except those contained in the then-current prospectus of the Company and in printed information subsequently issued on behalf of the Company and approved by the Company as supplemental to such prospectus, or otherwise approved by the Company. 13. The Company represents that each Fund of the Company shall comply with Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations issued thereunder (Reg. Section 1.817-5), relating to the diversification requirements 4 5 for variable annuity contracts and any amendments or other modifications to such Section or regulations. The Company represents that each Fund of the Company is currently qualified or will be qualified as a Regulated Investment Company under Subchapter M of the Code and that every effort will be made to maintain such qualification under Subchapter M or under any successor or similar provision, and that the Company will notify TCL orally (followed by written notice) or by wire immediately upon having a reasonable basis for believing that any Series might not so qualify in the future. 14. It is understood among the parties to this Agreement that, subject to obtaining any applicable regulatory approvals that may be conditioned on the parties complying with certain requirements, shares of each Fund may be offered in the future to the separate accounts of various insurance companies in addition to TCL and in connection with variable life insurance contracts or variable annuity contracts other than the Contracts. It is also understood among the parties that shares of each Fund only may be offered to the other persons identified in paragraph (f) of Regulation Section 1.817-5. 15. The Company represents and warrants that all of its officers, employees, investment advisers, and other individuals or entities having access to the assets of the Company are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Company in an amount not less than the minimal coverage as required currently by Section 17(g) of the 1940 Act and Rule 17g-1 or related provisions as may be promulgated from time to time. 16. This Agreement shall terminate: (a) at any time on six months written notice by the Company to TCL and TPIS or on six months' written notice by TCL to the Company and TPIS or on six months' written notice by TPIS to TCL and the Company without the payment of any penalty (provided, however, that if TCL is not able, acting in good faith, to obtain suitable substitute investment media within six months, this Agreement shall terminate one year from the date of the notice of termination); or (b) at the option of any party hereto upon institution of formal enforcement proceedings against the Company, the Company's investment manager, TCL or TPIS by the Securities and Exchange Commission, or if TCL or the Company is determined by the other to have failed to perform its obligations under this Agreement in a satisfactory manner; or (c) upon a vote of the holders of a majority of the votes attributable to the shares supporting the Contracts having an interest in a particular subaccount to substitute the shares of another investment company or Fund for the Company shares then being held by that 5 6 subaccount in accordance with the terms of the Contracts. TCL will give 60 days' prior written notice to the Company upon becoming aware of a proposed Contract owner vote; or (d) in the event the shares of the Company are not registered, issued, or sold in accordance with applicable state and/or federal law or such law prohibits the use of such shares as an underlying investment for the Contracts issued or to be issued by TCL. Prompt notice of such an event shall be given by each party to the other in the event the conditions of this provision occur; or (e) upon assignment of this Agreement, at the option of any party not assigning this Agreement. 17. Each notice required by this Agreement shall be given in writing to: Attn: Thomas G. Walsh TIAA-CREF Life Insurance Company 730 Third Avenue New York, New York 10017-3206 Attn: Thomas G. Walsh TIAA-CREF Life Funds 730 Third Avenue New York, New York 10017-3206 Attn: Lisa Snow Teachers Personal Investors Services, Inc. 730 Third Avenue New York, New York 10017-3206 18. Each party hereto shall cooperate with each other party and all appropriate government authorities and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. The Company agrees that all records and other data pertaining to the Contracts are the exclusive property of TCL and that any such records and other data shall be furnished to TCL by the Company upon termination of this Agreement for any reason whatsoever. TCL shall have the right to inspect, audit and copy all pertinent records pertaining to the Contracts. This shall not preclude the Company from keeping copies of such data or records for its own files subject to the provisions of this section. 19. TCL, the Account and TPIS agree to look solely to the assets of the Company for the satisfaction of any liability of the Company, with respect to this agreement and 6 7 will not seek recourse against the members of the Board or its officers, employees, agents, or shareholders, or any of them, or any of their personal assets for such satisfaction. 20. The Company agrees to indemnify and hold harmless TCL, each member of its Board of Directors, each of its officers, and any person that controls TCL within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act") against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses) to which TCL may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of TCL's reliance on any information contained in a then current prospectus, statement of additional information, or report of the Company; or any current information communicated to TCL in writing by the Company. The Company shall, at all times, have the right, but not the obligation, to take over and conduct, in the name of TCL, the Account and/or TPIS, the investigation and defense of any claim by a third party for which indemnification may be sought, and in such event, TCL, the Account and/or TPIS shall cooperate in every way with the Company. 21. The Company agrees to indemnify and hold harmless TPIS, each member of its Board of Directors, each of its officers, and any person that controls TPIS within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses) to which TPIS may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of TPIS's reliance on any information contained in a then current prospectus, statement of additional information, or report of the Company; or any current information communicated to TPIS in writing by the Company. The Company shall, at all times, have the right, but not the obligation, to take over and conduct, in the name of TPIS, or any controlling person of TPIS, the investigation and defense of any claim by a third party for which indemnification may be sought, and in such event, TPIS shall cooperate in every way with the Company. 22. TCL agrees to indemnify and hold harmless the Company, each member of its Board, each of its officers, and each person that controls the Company within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of TCL) or litigation (including legal and other expenses) to which the Company may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of the Company's reliance on any information contained in the then current prospectus, statement of additional information, or contract of the Account; or any information communicated to the Company in writing by TCL. 7 8 TCL shall, at all times, have the right, but not the obligation, to take over and conduct, in the name of the Company, the investigation and defense of any claim by a third party for which indemnification may be sought, and in such event, the Company shall cooperate in every way with TCL. 23. TPIS agrees to indemnify and hold harmless the Company, each member of its Board, each of its officers, and each person that controls the Company within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of TPIS) or litigation (including legal and other expenses) to which the Company may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of the Company's reliance on any information communicated to the Company in writing by TPIS (for inclusion in the Company's registration statement or otherwise), as a result of any misrepresentation or omission to state a material fact by TPIS (or any agent or employee of TPIS) unless such misrepresentation or omission was made in reliance on written information furnished by the Company or as a result of TPIS's wilful misconduct or failure to exercise reasonable care and diligence (including supervision of its agents representatives and employees) in providing the services the Company specified herein. TPIS shall, at all times, have the right, but not the obligation, to take over and conduct, in the name of the Company, the investigation and defense of any claim by a third party for which indemnification may be sought, and in such event, the Company shall cooperate in every way with TPIS. 24. This Agreement shall be construed in accordance with the laws of the State of New York. 25. This Agreement shall be subject to the provisions of the 1933 Act, the 1940 Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations and rulings thereunder, including such exemptions form those statutes, rules and regulations as the Securities and Exchange Commission may grant and the terms hereof shall be interpreted and construed in accordance therewith. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested as of the date shown on the First page. TIAA-CREF LIFE INSURANCE COMPANY ON BEHALF OF ITSELF AND TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 Attest: /s/ Mark L. Serlen By: /s/ Thomas G. Walsh - -------------------------------- -------------------------------------- Assistant Secretary Thomas G. Walsh President TIAA-CREF LIFE FUNDS Attest: /s/ Mark L. Serlen By: /s/ Scott C. Evans - -------------------------------- -------------------------------------- Assistant Secretary Scott C. Evans Executive Vice President TEACHERS PERSONAL INVESTORS SERVICES, INC. Attest: /s/ Mark L. Serlen By: /s/ Lisa Snow - -------------------------------- -------------------------------------- Assistant Secretary Lisa Snow Vice President, Chief Counsel and Secretary 9 EX-99.B.12 9 SEED MONEY MEMORANDUM 1 EXHIBIT 99.B.12 [TIAA CREF LOGO] INTEROFFICE MEMO To: TIAA-CREF Life Separate Account VA-1 From: TIAA-CREF Life Insurance Company Date: November 30, 1998 Re: Initial Capital (Seed Money) Contribution for TIAA-CREF Life Separate Account VA-1 Set forth below are the procedures to be followed in connection with the contribution of initial capital, or "seed money" by TIAA-CREF Life Insurance Company to TIAA-CREF Life Separate Account VA-1 (the "Separate Account"), a segregated investment account of TIAA-CREF Life. 1. TIAA-CREF Life will invest in the Stock Index Account of the Separate Account (the "Stock Index Account") the sum of $100,000.00 on December 1, 1998 or as soon thereafter as practicable. 2. In consideration for such investment and without deduction of any charges, the Separate Account shall credit TIAA-CREF Life with such units, of which TIAA-CREF Life shall be the owner, of the Stock Index Account in such amounts as shall be mutually agreed upon. Such shares will share pro rata in the investment performance of the Stock Index Account and shall be subject to the same valuation procedures and the same periodic deductions as are other units in that account. The value of such units on the day the initial investment is made shall be $25.00. 3. TIAA-CREF Life represents that the shares acquired under this Agreement are being, and will be, acquired for investment (and not with a view to distribution or resale to the public) and can be disposed of only by redemption. 4. Units acquired under this Agreement will be held by TIAA-CREF Life for its own account until redeemed by TIAA-CREF Life. Amounts will be redeemed at prices equal to the accumulation unit value of units of the Stock Index Account next determined after the Separate Account receives TIAA-CREF Life's proper notice of redemption. 5. TIAA-CREF Life may purchase, and the Separate Account may issue, additional units as the parties may agree. 6. These procedures are intended to comply with the applicable provisions of the federal securities laws and the laws of the State of New York, and thus should be construed and followed in a manner consistent with the requirements of those laws. -----END PRIVACY-ENHANCED MESSAGE-----