DEFS14A 1 a2060893zdefs14a.txt DEFS 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-12 TIAA Separate Account VA-1 -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): / / No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ [LOGO]TIAA 730 Third Avenue CREF New York, NY 10017-3206 TIAA SEPARATE ACCOUNT VA-1 NOTICE OF SPECIAL MEETING OF CONTRACTOWNERS-NOVEMBER 9, 2001 This notice is being given to the owners of the Teachers Personal Annuity variable annuity contracts issued by Teachers Insurance and Annuity Association of America (TIAA) and funded through the TIAA Separate Account VA-1. TIAA Separate Account VA-1 (VA-1) will hold a special meeting of contractowners at 730 Third Avenue, New York, New York, on November 9, 2001, at 11:00 a.m. on the 17th floor. The meeting agenda is: 1. To elect sixteen new members of the Management Committee of VA-1 to serve until their successors are elected and qualified; and 2. To address any other business that may properly come before the meeting. The Management Committee has set September 30, 2001, as the record date for determining the number of votes entitled to be cast. You may vote at the meeting only if you were a VA-1 contractowner as of September 30, 2001. By order of the Management Committee, /s/ Lisa Snow Lisa Snow Secretary PLEASE VOTE AS SOON AS POSSIBLE BEFORE THE SPECIAL MEETING, EVEN IF YOU PLAN TO ATTEND THE MEETING. YOU CAN VOTE QUICKLY AND EASILY OVER THE INTERNET OR BY MAIL. JUST FOLLOW THE SIMPLE INSTRUCTIONS THAT APPEAR ON YOUR ENCLOSED PROXY CARD. SINCE WE CAN'T HOLD THE MEETING UNLESS A QUORUM IS REACHED, PLEASE HELP VA-1 AVOID THE EXPENSE OF A FOLLOW-UP MAILING BY VOTING TODAY! IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1 800 842-2733 EXTENSION 2280 TO OBTAIN AN ADMISSION PASS. October 12, 2001 TIAA SEPARATE ACCOUNT VA-1 PROXY STATEMENT FOR SPECIAL MEETING TO BE HELD ON NOVEMBER 9, 2001 The Management Committee of TIAA Separate Account VA-1 (VA-1) has sent you this proxy statement to ask for your vote to elect sixteen new members of the VA-1 Management Committee. The accompanying proxy will be voted at the special meeting of VA-1 contractowners being held on November 9, 2001, at 11:00 a.m. at 730 Third Avenue, New York, New York. This proxy statement was mailed to contractowners starting on or about October 12, 2001. HOW DO I VOTE? You can vote in three ways: (1) By marking, signing, and mailing the enclosed proxy card in the envelope provided; (2) Through the Internet at https://vote.proxy-direct.com (or by going to our Web site at www.tiaa-cref.org); or (3) By voting in person at the special meeting. If you vote by Internet, please use the "control" number that appears in the upper-right corner of your proxy card. PLEASE DON'T MAIL YOUR PROXY CARD IF YOU VOTE BY INTERNET. CAN I CANCEL OR CHANGE MY VOTE? You can change or cancel your vote at any time up until voting results are announced at the special meeting. You can do this by simply voting again-by executing and returning a later-dated proxy card, voting through the Internet, or by voting in person at the meeting. (Note that votes cast by Internet or proxy card must be received by 11:00 a.m. (eastern time) on November 9, 2001.) HOW DOES A PROXY WORK? When you vote by proxy, you are instructing the agents named on the proxy card how to vote on your behalf at the meeting. If you don't specifically instruct them otherwise, they will vote FOR the election of the sixteen nominees for members of the Management Committee. At this time, we don't know of any other matters being presented at the meeting. If other matters are brought before the meeting, the proxy agents will vote the proxies using their own best judgment, as allowed by the proxy. WHO MAY VOTE; HOW MANY VOTES DO I GET? VA-1 contractowners invested in the Stock Index Account as of September 30, 2001, will be eligible to vote at the meeting on each item on the proxy ballot. On September 20, 2001, there were 710,120,346.23 total votes eligible to be cast. The number of votes you have is equal to the dollar value of your accumulation in the Stock Index Account on September 30, 2001. We will count fractional votes. 1 HOW MANY VOTES ARE NEEDED FOR A QUORUM OR TO PASS A VOTE? We will have a quorum for the meeting if 10 percent of the votes entitled to be cast are present in person or by proxy. Abstentions are counted in determining whether a quorum has been reached. The outcome of the election of trustees will be decided by a plurality of the eligible votes present in person or represented by proxy. Abstentions are not counted in determining the actual voting results. No votes are cast by brokers. I. ELECTION OF MEMBERS OF MANAGEMENT COMMITTEE In an effort to make the governance of the funds in the TIAA-CREF Fund Complex (which consists of the College Retirement Equities Fund, TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds, TIAA-CREF Life Funds and VA-1) more efficient and consistent, the members of the Management Committee of VA-1 have determined that the same individuals that serve on the boards of the other funds in the TIAA-CREF Fund Complex should serve on the Management Committee of VA-1. On October 8, 2001, the Management Committee resolved (i) to amend VA-1's Rules and Regulations to increase the maximum number of Management Committee members from 15 to 25, (ii) to nominate the individuals listed below to serve as members of the Management Committee of VA-1, and (iii) to tender their resignations effective upon the election and qualification of their successors. At this special meeting, you will be asked to elect the sixteen nominees as members of the VA-1 Management Committee to serve until their successors are elected and qualified. Below is information about the nominees. In addition to the information listed, each of the nominees also serves on the boards of trustees of CREF, TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds, and are nominees to serve as trustees of the TIAA-CREF Life Funds. ROBERT H. ATWELL, 70, has been president emeritus of the American Council on Education and a senior consultant for A.T. Kearney since November 1996. Mr. Atwell is a trustee emeritus of St. Norbert College, a trustee of Eckerd College, and a director of Education Management Corp. and Collegis, Inc. He has served as a trustee in the TIAA-CREF Fund Complex since 1989. ELIZABETH E. BAILEY, 62, is the John C. Hower Professor of Public Policy and Management at The Wharton School of the University of Pennsylvania. Dr. Bailey is a director of CSX Corporation and Philip Morris Companies Inc. She is also a trustee of the National Bureau of Economic Research, the Brookings Institution, and Bancroft NeuroHealth. She received an A.B. from Radcliffe College, an M.S. from Stevens Institute of Technology, and a Ph.D. from Princeton University. She has served as a trustee in the TIAA-CREF Fund Complex since 1986. JOHN H. BIGGS,* 65, is chairman, president, and chief executive officer of TIAA and CREF. Mr. Biggs also serves as a trustee of TIAA, TIAA-CREF Investment Management, LLC (Investment Management) and TIAA-CREF Individual & Institutional Services, Inc. (Services), and is a director of Teachers Personal Investors Services, Inc. (TPIS), Teachers Advisors, Inc. (Advisors) and TIAA-CREF Trust Company, FSB. Mr. Biggs is a director of The Boeing Company, Ralston Purina Company, the National Bureau of Economic Research, the American Council of Life Insurers and United Way of New York City. He is a trustee of the Danforth Foundation, the Public Oversight Board, the J. Paul Getty Trust, the International Accounting Standards Committee Foundation, and Washington University in St. Louis. Mr. Biggs received an A.B. from Harvard University and a Ph.D. from Washington University in St. Louis. He has served as a trustee in the TIAA-CREF Fund Complex since 1983. 2 JOYCE A. FECSKE, 54, is vice president emerita at DePaul University. Until February 1994, she was vice president for human resources at DePaul University. She received a B.A. and an M.A. from DePaul University. She has served as a trustee in the TIAA-CREF Fund Complex since 1993. EDES P. GILBERT, 69, is acting president of Independent Educational Services. Previously, she was head of The Spence School and headmistress of the Mary Institute. Ms. Gilbert serves on the board of trustees of Lesley College. After receiving a B.A. from Vassar College, Ms. Gilbert received an M.Ed. from Lesley College, Graduate School of Education. She has served as a trustee in the TIAA-CREF Fund Complex since 1989. MARTIN J. GRUBER, 64, has been Nomura Professor of Finance at the New York University Stern School of Business since 1987 and served as chairman of its Department of Finance from 1989 to September 1997. Dr. Gruber is a past president of the American Finance Association. He also serves on the boards of Deutsche Asset Management B.T. Funds, the S.G. Cowen family of Funds, Japan Equity Fund Inc., Singapore Equity Fund, Inc., and the Thai Equity Fund, Inc. He received an S.B. from the Massachusetts Institute of Technology and an M.B.A. and Ph. D. from the Columbia University Graduate School of Business. He has served as a trustee in the TIAA-CREF Fund Complex since 2000 and as a trustee of TIAA from 1996 to 2000. NANCY L. JACOB, 58, is president and managing principal of Windermere Investment Associates. She was previously chairman and chief executive officer of CTC Consulting, Inc. and executive vice president, U.S. Trust of the Pacific Northwest. Dr. Jacob received a B.A. from the University of Washington and a Ph.D. from the University of California, Irvine. She has served as a trustee in the TIAA-CREF Fund Complex since 1979. MARJORIE FINE KNOWLES, 61, is a professor of law at Georgia State University College of Law, where she also served as dean until 1991. Formerly, she was a professor of law at the University of Alabama College of Law. She is a director of the Center for Working Capital and on the board of advisors for the International Center for Corporate Governance and Accountability. She has also been a consultant to the Ford Foundation. She received her A.B. from Smith College and her LL.B. from Harvard Law School. She has served as a trustee in the TIAA-CREF Fund Complex since 1983. MARTIN L. LEIBOWITZ,* 65, is the chief investment officer of VA-1 and has been vice chairman and chief investment officer of TIAA and CREF since November 1995. He was executive vice president, Investments, CREF and TIAA, from June 1995 to November 1995. Formerly, he was a managing director-director of research, and a member of the executive committee of Salomon Brothers, Inc. Mr. Leibowitz is a trustee of TIAA and Investment Management, and a director of Advisors and TIAA-CREF Life Insurance Company. He is also president of Investment Management and Advisors and chief investment officer of TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds, and TIAA-CREF Life Funds. Mr. Leibowitz is a trustee of the Institute for Advanced Study at Princeton and the Research Foundation of the Institute of Chartered Financial Analysts. He is also a member of The Rockefeller University Council and the board of overseers of the New York University Stern School of Business and a trustee of the Carnegie Corporation of New York. Mr. Leibowitz also serves on the investment advisory committee for the New York State Common Retirement Fund, the University of Chicago, and Harvard University. He received a B.A. and an M.S. from the University of 3 Chicago, and a Ph.D. from New York University's Courant Institute of Mathematical Sciences. He has served as a trustee in the TIAA-CREF Fund Complex since 1995. BEVIS LONGSTRETH,* 67, has been of counsel at the law firm of Debevoise & Plimpton since 1998. Formerly, he was a partner of the same firm. He was an adjunct professor at Columbia University School of Law from 1994 to 1999. Mr. Longstreth is a member of the board of directors of AMVESCAP, PLC. He is also chairman of the finance committee of the Rockefeller Family Fund, and chairman of the investment committee of the Nathan Cummings Foundation. He is also a trustee of the New School University. Mr. Longstreth received a B.S.E. from Princeton University and a J.D. from Harvard University. He has served as a trustee in the TIAA-CREF Fund Complex since 1996. STEPHEN A. ROSS, 57, has been the Franco Modigliani Professor of Finance and Economics at the Sloan School of Management at the Massachusetts Institute of Technology since July 1998. He was previously the Sterling Professor of Economics and Finance at the Yale School of Management at Yale University. Dr. Ross is also co-chairman of Roll & Ross Asset Management Corp., a director of Freddie Mac and Algorithmics, Incorporated, and a trustee of the California Institute of Technology. He received a B.S. from the California Institute of Technology and a Ph.D. from Harvard University. He has served as a trustee in the TIAA-CREF Fund Complex since 1981. NESTOR V. SANTIAGO, 52, has been vice president and chief investment officer for the Howard Hughes Medical Institute since February 2000. From 1994 to 2000, he was the head of the investment office for the International Monetary Fund. Mr. Santiago serves on the board of directors of the Bank-Fund Credit Union and the Emerging Markets Growth Fund, Inc. He is also financial advisor to the Margaret McNamara Memorial Fund, investment advisor to the World Bank Staff Association, a member of the investment committee of Arena Stage, and chairman of the finance council of Holy Trinity Church. Mr. Santiago received a B.S. in Chemical Engineering from the University of the Philippines and an M.B.A. from Harvard University. He has served as a trustee in the TIAA-CREF Funds Complex since 2000. EUGENE C. SIT, 63, is chairman, chief executive officer, and chief investment officer of Sit Investment Associates, Inc. and Sit/Kim International Investment Associates, Inc. Both are investment management firms. He also serves as chairman and director of registered investment companies managed by Sit Investment Associates, Inc. Mr. Sit currently serves as a trustee of Carleton College, the Minnesota Historical Society, and the Minnesota Orchestral Association. He received a B.S.C. from DePaul University, and is both a Chartered Financial Analyst and Certified Public Accountant. He has served as a trustee in the TIAA-CREF Fund Complex since 1991. MACEO K. SLOAN, 51, has been the chairman and chief executive officer of Sloan Financial Group, Inc. and NCM Capital Management Group, Inc., since 1991. Mr. Sloan is a director of SCANA Corporation and Mechanics and Farmers Bancorp, Inc. Mr. Sloan received a B.A. from Morehouse College, an M.B.A. from Georgia State University, and a J.D. from North Carolina Central University School of Law. He has served as a trustee in the TIAA-CREF Fund Complex since 1991. * Because Messrs. Biggs and Leibowitz are officers of TIAA, they are deemed to be "interested persons" of VA-1 within the meaning of the Investment Company Act of 1940. Mr. Longstreth may be considered an "interested person" of VA-1 because he is associated with a law firm that has acted as counsel to TIAA. 4 DAVID K. STORRS, 57, has been president and chief executive officer of Alternative Investment Group, L.L.C., an investment management firm, since August 1996. From January 1996 to October 1996, he was adviser to the president, The Common Fund, a collective investment vehicle for college and university endowments. He had been president and chief executive officer of The Common Fund since January 1993. He is also a director of thirteen money market funds sponsored by Alliance Capital Management. He received a B.A. from Yale University and an M.B.A. from Harvard University Graduate School of Business Administration. He has served as a trustee in the TIAA-CREF Fund Complex since 1994. ROBERT W. VISHNY, 42, is the Eric J. Gleacher Distinguished Service Professor of Finance at the University of Chicago Graduate School of Business where he has taught since 1985. He is also a founding partner of LSV Asset Management, an investment management firm. He is the former director of the program in corporate finance at the National Bureau of Economic Research. Dr. Vishny received an A.B. from The University of Michigan and a Ph.D. from the Massachusetts Institute of Technology. He has served as a trustee in the TIAA-CREF Fund Complex since 1996. As of September 20, 2001: (1) none of the Management Committee members owned as much as 1% of the outstanding voting securities of the Stock Index Account; and (2) Management Committee members and officers, as a group, did not own more than 1% of the outstanding voting securities of the Stock Index Account. Each of the nominees has consented to serve if elected. If any nominee is unavailable to serve when the meeting is held, the proxy agents may cast their votes for a substitute at their discretion. COMMITTEES The Management Committee appoints certain committees with specific responsibilities for aspects of the VA-1's operations. Currently, the Management Committee has the following committee: An Audit Committee, consisting solely of independent members who are not officers of VA-1, which audits and examines the records and affairs of VA-1 as it deems necessary, using independent auditors or others. The Audit Committee has adopted a formal written charter which is available upon request. The Audit Committee held no meetings in 2000, and has held two meetings in 2001. The current members of the Audit Committee are Laurence W. Franz (chair), Jeanmarie C. Grisi, and Richard M. Norman. Following this special meeting, it is anticipated that the Management Committee will create and appoint members to serve on the following new committees: A Corporate Governance and Social Responsibility Committee, consisting solely of members who are not officers of VA-1, which will address all corporate social responsibility and corporate governance issues including the voting of VA-1's units and the initiation of appropriate shareholder resolutions. An Executive Committee, which generally will be vested with full Management Committee powers between full Management Committee meetings on matters not specifically addressed by the full Management Committee. 5 A Finance Committee, which will oversee the management of VA-1's investments subject to appropriate oversight by the full Management Committee. A Nominating and Personnel Committee, consisting solely of members who are not officers of VA-1, which nominates certain VA-1 officers and the standing committees of the Management Committee, and recommends candidates for election as members of the Management Committee. MEETINGS During 2000, there were three meetings of the Management Committee and no committee meetings. All Management Committee members attended at least 75% of the meetings of the Management Committee, except for Ms. Grisi, who attended 33 1/3% of the Management Committee meetings. MEMBER COMPENSATION The following table sets forth the compensation paid to the VA-1 Management Committee members for their service to VA-1 and the TIAA-CREF Fund Complex for the year ended December 31, 2000. Management Committee members who are active officers of TIAA did not receive any compensation for their services on the Management Committee.
(3) (4) PENSION OR ESTIMATED (5) (2) RETIREMENT ANNUAL TOTAL (1) AGGREGATE BENEFITS ACCRUED BENEFITS COMPENSATION NAME OF PERSON, COMPENSATION AS PART OF UPON FROM POSITION FROM VA-1 FUND EXPENSES RETIREMENT FUND COMPLEX Laurence W. Franz, $7,200 $-0- $-0- $9,000 Member Jeanmarie C. Grisi, $5,600 $-0- $-0- $7,000 Member Richard M. Norman, $7,200 $-0- $-0- $9,000 Member
II. THE INDEPENDENT AUDITORS Ernst & Young LLP (Ernst & Young) served as independent auditors to VA-1 for the fiscal year ended December 31, 2000. At a meeting held on June 18, 2001, the Management Committee, including a majority of non-officer members, ratified the selection of Ernst & Young by the audit committee to serve as independent auditors for VA-1 for the fiscal year ending December 31, 2001. Ernst & Young performs independent audits of VA-1's financial statements. To maintain auditor independence and avoid even the appearance of conflicts of interest, the Funds, as a policy, do not engage Ernst & Young for management advisory or consulting services. Representatives of Ernst & Young will be available at the special meeting to respond to questions. AUDIT FEES Ernst & Young's fees for professional services rendered for the audit of VA-1's annual financial statements for the year ended December 31, 2000 were $36,800. 6 FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES No financial information systems design and implementation nor any other management consulting services were rendered by Ernst & Young in 2000 to (i) VA-1, and its adviser or affiliates of the adviser performing services for VA-1 (Service Providers), (ii) TIAA or (iii) any other TIAA or CREF affiliated entity. ALL OTHER FEES Ernst & Young's fees for all other services provided to VA-1 and its Service Providers in 2000 totaled $688,675, including $404,800 for the audit of annual financial statements of TIAA ($379,000) and the other Service Providers and $283,875 for other audit-related services. The Audit Committee of the Management Committee of VA-1 has determined that the provision of these services is compatible with maintaining Ernst & Young's independence. III. ADDITIONAL INFORMATION EXECUTIVE OFFICERS Below is information about VA-1's executive officers. These executive officers are selected at least annually by the Management Committee. Mr. Leibowitz, who is a nominee as a Management Committee member and who is the Chief Investment Officer of VA-1, is not listed again here. RICHARD J. ADAMSKI, 59, is vice president and treasurer of VA-1. He has served as vice president and treasurer, TIAA and CREF, since March 1991. Mr. Adamski is also vice president and treasurer of TIAA-CREF Investment Management, LLC (Investment Management), TIAA-CREF Individual & Institutional Services, Inc. (Services), Teachers Personal Investors Services, Inc. (TPIS), Teachers Advisors, Inc. (Advisors), TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds (Institutional Funds), TIAA-CREF Life Funds (Life Funds), TIAA-CREF Life Insurance Company (TIAA-CREF Life), and TIAA-CREF Tuition Financing, Inc. (Tuition Financing). SCOTT C. EVANS, 42, is an executive vice president of VA-1. He has served as executive vice president, TIAA and CREF, since September 1997; from March 1997 to September 1997, managing director-CREF Account, CREF and TIAA; from March 1994 to March 1997, second vice president, CREF and TIAA. Mr. Evans is executive vice president of Investment Management, Advisors, and the Life Funds. Mr. Evans is also a director of TIAA-CREF Life. MARTIN E. GALT, III, 59, is the Chairman of the Management Committee and President of VA-1. He has served as executive vice president and president, TIAA-CREF Investment Products, TIAA and CREF, since February 2000. From February 1997 to January 2000, Mr. Galt was executive vice president and president, Institutional Investments, of Bank of America (formerly, NationsBank) and principal investment officer of NationsBank. Prior to that, he was chairman and chief executive officer, Boatman's Trust Company. Mr. Galt is currently president of the TIAA-CREF Mutual Funds, the Institutional Funds, and the Life Funds, a trustee of VA-1, a director and president of Tuition Financing and TPIS, and a director of TIAA-CREF Life and TIAA-CREF Trust Company, FSB. 7 RICHARD L. GIBBS, 54, is an executive vice president and chief financial officer of VA-1. He has served as executive vice president, TIAA and CREF, since March 1993. Mr. Gibbs is also executive vice president of Investment Management, Advisors, and Tuition Financing, executive vice president of the Life Funds and TIAA-CREF Life, and a director of TIAA-CREF Life and Tuition Financing. BERTRAM L. SCOTT, 50, is an executive vice president of VA-1. He has served as executive vice president, TIAA and CREF, and president, TIAA-CREF Life Insurance Company, since November 2000. From May 1996 to November 2000, Mr. Scott was president and chief executive officer, Horizon Mercy. Mr. Scott is currently the chairman of the board, president and chief executive officer of TIAA-CREF Life, and executive vice president of the Life Funds. Mr. Scott is Chairman of the American Heart Association-Heritage Affiliate, Chairman of the Center For Health Care Strategies, Inc.-Improving Asthma Care for Children National Advisory Committee and Chairman of the State of New Jersey, Black Infant Mortality Reduction Advisory Panel. DEANNE J. SHALLCROSS, 52, is an executive vice president of VA-1. She has served as executive vice president, TIAA and CREF, since June 1998; prior to that, vice president, Marketing, TIAA and CREF. Ms. Shallcross is also executive vice president of Services and the Life Funds. She is on the board of the Marketing Science Institute. LISA SNOW, 45, is vice president and chief counsel, Corporate Law, and Secretary of the VA-1, Investment Management, Advisors, Services, TPIS, and the Life Funds. She is also vice president and chief counsel, Corporate Law, TIAA, CREF, and Tuition Financing. JOHN A. SOMERS, 57, is an executive vice president of VA-1. He has served as executive vice president, TIAA and CREF, since April 1996; prior to that, senior vice president, Mortgage and Real Estate, TIAA and CREF. Mr. Somers is also executive vice president of Investment Management, the Life Funds, and Advisors and a director of TIAA-CREF Life. He is on the boards of the Guardian Life Insurance Company of America, the Emigrant Savings Bank, and the Community Preservation Corporation. CHARLES H. STAMM, 62, is executive vice president and general counsel of VA-1. He is executive vice president and general counsel, TIAA and CREF. Mr. Stamm also serves as a trustee of Investment Management and Services, as a director of TPIS, Advisors, TIAA-CREF Trust Company, FSB, Tuition Financing, and TIAA-CREF Life and as executive vice president and general counsel of the Life Funds and Tuition Financing. The address for all officers of the Funds is 730 Third Avenue, New York, New York 10017-3206. 8 INVESTMENT ADVISORY AND DISTRIBUTION ARRANGEMENTS Teachers Advisors, Inc. (Teachers Advisors) manages the assets of VA-1. It is a subsidiary of TIAA that is registered as an investment adviser under the Investment Advisers Act of 1940. VA-1's shares are distributed by Teachers Personal Investors Services, Inc. (TPIS), a subsidiary of TIAA that is registered as a broker-dealer and is a member of the National Association of Securities Dealers, Inc. The TIAA Board of Overseers, a New York membership corporation, owns all of the stock of TIAA. The address for Teachers Advisors and TPIS is 730 Third Avenue, New York, New York 10017-3206. IV. OTHER MATTERS MEANS OF SOLICITING PROXIES This proxy solicitation will be conducted mainly by mail and the Internet, but it may also be by any other method of electronic communication, or by personal interview. PROPOSALS OF PERSONS WITH VOTING RIGHTS Any contractowner proposals to be included in the proxy statement for VA-1's next annual or special meeting must be received by VA-1 within a reasonable period of time prior to that meeting. VA-1 has no current plans to hold an annual or special meeting in 2002. ANNUAL REPORTS If you would like to see the most recent semi-annual and annual reports, you can use our on-line request form to order print versions electronically. Or, you can call 1 800 842-2733, extension 5509 or write to us at 730 Third Avenue, New York, New York 10017-3206. 9 TIAA SEPARATE ACCOUNT VA-1 PROXY [LOGO] TIAA PROXY SOLICITED BY THE MANAGEMENT COMMITTEE CREF By signing this form, I authorize Martin E. Galt, III and Lisa Snow, singly or together, with power of substitution in each, to represent me and cast my vote at VA-1's special meeting to be held on November 9, 2001, at 11:00 a.m. at 730 Third Avenue, New York, New York, and any adjournment or postponement thereof. They will vote as I instruct. IF NO DIRECTIONS ARE GIVEN, OR IF THE INSTRUCTIONS ARE CONTRADICTORY, THE PROXIES WILL VOTE (i) FOR THE ELECTION OF ALL LISTED NOMINEES; AND (ii) AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR IF A NOMINEE IS NOT AVAILABLE FOR ELECTION. VOTE VIA THE INTERNET: https://vote.proxy-direct.com CONTROL NUMBER: 999 9999 9999 999 NOTE: When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please indicate your full name and title. ------------------------------------------------- Signature ------------------------------------------------- Signature (if held jointly) ------------------------------------------------- Date 11883_ TIAA_SA_VA1 IF VOTING BY MAIL, PLEASE SIGN, DATE, AND RETURN THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. PLEASE MARK VOTES AS IN THIS EXAMPLE: /X/ THE MANAGEMENT COMMITTEE RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
FOR WITHHOLD FOR ALL ALL ALL EXCEPT 1. Election of Management Committee. Nominees: 01 Robert H. Atwell 02 Elizabeth E. Bailey 03 John H. Biggs 04 Joyce A. Fecske / / / / / / 05 Edes P. Gilbert 06 Martin J. Gruber 07 Nancy L. Jacob 08 Marjorie Fine Knowles 09 Martin L. Leibowitz 10 Bevis Longstreth 11 Stephen A. Ross 12 Nestor V. Santiago 13 Eugene C. Sit 14 Maceo K. Sloan 15 David K. Storrs 16 Robert W. Vishny
To withhold your vote from any nominee, mark the "For all Except " box and strike a line through the nominee's name above. Unless you have voted by Internet, please sign and date this ballot and return it in the enclosed postage-paid envelope to Alamo Direct TIAA-CREF's Proxy Tabulator, PO Box 9043, Smithtown, NY 11787-9841. Alamo Direct has been engaged to tabulate ballots returned by mail to preserve the confidentiality of your ballot. If you vote by Internet your vote authorizes the proxies named on the front of your proxy card to cast your votes in the same manner as if you marked, signed, and returned your card. All votes cast by Internet or proxy card must be received by 11:00 a.m. (eastern time) on November 9, 2001. If you vote via the Internet, please do NOT mail back your proxy card. SHAREHOLDER LOGIN PROXY DIRECT(TM) [GRAPHIC]BACK TO HOME [GRAPHIC]CONTACT US [GRAPHIC]SECURITY ? You can now submit your voting instructions online. To do so, please enter your Proxy Control Number in the area below. Your Internet Voting Control Number is located on your voting instruction card and is identified as CONTROL NUMBER or INTERNET CONTROL NUMBER. If you have received multiple voting instruction cards, each card has its own control number; you will need to login and provide your voting instructions separately for each such distinct Control Number. Enter Control Number here: ____-____-____-____ CONTINUE Your browser must support JavaScript 1.1 or higher and be able to accept cookies in order to continue. Click on HELP button at the top for more information and navigation tips. If you are unable to vote your proxy using this service because of technical difficulties, you should refer to your Proxy Package for other voting options. [LOGO] VERISIGN SECURE SITE CLICK TO VERIFY (C)2001 PROXY DIRECT(TM)- SERVICE OF ALAMO DIRECT MAIL SVCS, INC. ALL RIGHTS RESERVED. 1 of 1 LEGAL STATEMENT PROXY DIRECT(TM) [LOGO]TIAA CREF By signing this form, I authorize Martin E. Galt, III and Lisa Snow, singly or together, with power of substitution in each, to represent me and cast my vote at VA-1's special meeting to be held on November 9, 2001, at 11:00 a.m. at 730 Third Avenue, New York, New York, and any adjournment or postponement thereof. They will vote as I instruct. IF NO DIRECTIONS ARE GIVEN, OR IF THE INSTRUCTIONS ARE CONTRADICTORY, THE PROXIES WILL VOTE (i) FOR THE ELECTION OF ALL LISTED NOMINEES; AND (ii) AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR IF A NOMINEE IS NOT AVAILABLE FOR ELECTION. When you vote by Internet your vote authorizes the proxies named above to cast your votes in the same manner as if you marked, signed, and returned your card. All votes cast by Internet or proxy card must be received by 11:00 a.m. (eastern time) on November 9, 2001. If you vote via the Internet, please do NOT mail back your proxy card. [GRAPHIC] CLICK HERE TO ACKNOWLEDGE... 1 of 1 TIAA SEPARATE ACCOUNT VA-1 PROXY DIRECT(TM) [LOGO]TIAA CREF [GRAPHIC] Below is the list of your holdings. Text next to each holding's name indicates whether you wish to vote as the Board recommends or to submit your individual instructions. To change between BOARD RECOMMENDED and INDIVIDUAL instructions, click on the name of the holding; then follow the additional instructions. Unless you click on the name of the holding and the vote of your choice, your vote will automatically be recorded on the proposal as recommended by the Board. YOU MUST CLICK VOTE NOW! BUTTON TO COMPLETE YOUR SESSION PLEASE CLICK HERE FOR AN IMPORTANT NOTE LIST OF YOUR HOLDINGS VOTING INSRUCTIONS [GRAPHIC] TIAA SEPARATE ACCOUNT VA-1 [GRAPHIC]as recommended by the Board [GRAPHIC] CLICK ON ARROW TO MODIFY VOTING INSTRUCTIONS
[GRAPHIC] HELP ME... -------------------- If you need help navigating the site or experience problems during your online session, this page may provide you with answers [GRAPHIC] CANCEL ---------------- You can quit Internet voting at any time. However, your voting instructions set up during this session will be disregarded [GRAPHIC] VOTE NOW! ------------------- Once you have completed selection of your voting instructions and are ready to submit them for processing, click the Vote Now! button 1 of 1 TIAA SEPARATE ACCOUNT VA-1 PROXY DIRECT(TM) SHAREHOLDER: JOHN P. SAMPLE ALAMO DIRECT MAIL SERVICES, INC. [LOGO]TIAA 23-10 SQUARE CIRCLE LANE CREF SOMEOLDTOWN, TS 12345-6789 ACCOUNT: ALAMO-TST01 / 883-XXXX-XXXX-401 PREVIOUS VOTE: NONE - TESTING APPS/TR SETUP TIAA SEPARATE ACCOUNT VA-1
APPLICATION CAMPAIGN PROPOSALS MARK ALL [GRAPHIC]FOR WITHOLD 1.01 Elect Robert H. Atwell as a member of the Management Committee /X/ For / / Withhold 1.02 Elect Elizabeth E. Bailey as a member of the Management Committee /X/ For / / Withhold 1.03 Elect John H. Biggs as a member of the Management Committee /X/ For / / Withhold 1.04 Elect Joyce A. Fecske as a member of the Management Committee /X/ For / / Withhold 1.05 Elect Edes P. Gilbert as a member of the Management Committee /X/ For / / Withhold 1.06 Elect Martin J. Gruber as a member of the Management Committee /X/ For / / Withhold 1.07 Elect Nancy L. Jacob as a member of the Management Committee /X/ For / / Withhold 1.08 Elect Marjorie Fine Knowles as a member of the Management Committee /X/ For / / Withhold 1.09 Elect Martin L. Leibowitz as a member of the Management Committee /X/ For / / Withhold 1.10 Elect Bevis Longstreth as a member of the Management Committee /X/ For / / Withhold 1.11 Elect Stephen A. Ross as a member of the Management Committee /X/ For / / Withhold 1.12 Elect Nestor A. Santiago as a member of the Management Committee /X/ For / / Withhold 1.13 Elect Maceo K. Sloan as a member of the Management Committee /X/ For / / Withhold 1.14 Elect Eugene C. Sit as a member of the Management Committee /X/ For / / Withhold 1.15 Elect David K. Storrs as a member of the Management Committee /X/ For / / Withhold 1.16 Elect Robert W. Vishny as a member of the Management Committee /X/ For / / Withhold Voting Instructions [GRAPHIC]
[GRAPHIC] Answers have been marked according to the Board's recommendations. Please change responses as appropriate before submission. [GRAPHIC] CANCEL [GRAPHIC] CONTINUE ------ -------- 1 of 1 TIAA SEPARATE ACCOUNT VA-1 PROXY DIRECT(TM) [LOGO]TIAA CREF [GRAPHIC] Below is the list of your holdings. Text next to each holding's name indicates whether you wish to vote as the Board recommends or to submit your individual instructions. To change between BOARD RECOMMENDED and INDIVIDUAL instructions, click on the name of the holding; then follow the additional instructions. Unless you click on the name of the holding and the vote of your choice, your vote will automatically be recorded on the proposal as recommended by the Board. YOU MUST CLICK VOTE NOW! BUTTON TO COMPLETE YOUR SESSION PLEASE CLICK HERE FOR AN IMPORTANT NOTE LIST OF YOUR HOLDINGS VOTING INSRUCTIONS [GRAPHIC] TIAA SEPARATE ACCOUNT VA-1 [GRAPHIC]as recommended by the Board [GRAPHIC] CLICK ON ARROW TO MODIFY VOTING INSTRUCTIONS
[GRAPHIC] HELP ME... -------------------- If you need help navigating the site or experience problems during your online session, this page may provide you with answers [GRAPHIC] CANCEL ---------------- You can quit Internet voting at any time. However, your voting instructions set up during this session will be disregarded [GRAPHIC] VOTE NOW! ------------------- Once you have completed selection of your voting instructions and are ready to submit them for processing, click the Vote Now! button 1 of 1 TIAA SEPARATE ACCOUNT VA-1 PROXY DIRECT(TM) [LOGO]TIAA CREF THANK YOU, YOUR VOTING INSTRUCTIONS HAVE BEEN SUBMITTED FOR PROCESSING. IF NECESSARY, YOU CAN REVISIT INTERNET VOTING SITE ANY TIME BEFORE THE MEETING DATE ON FRIDAY, NOVEMBER 09, 2001 AT 11:00 AM [ET] TO SUBMIT NEW VOTING INSTRUCTIONS. This is the summary of your voting instructions delivered to TIAA Separate Account VA-1. It is not a receipt or vote confirmation. You may print this page for your records. NOTE: Internet voting for this proxy is currently in testing stage. Your vote has not been actually entered into the APPS/TR system for tabulation. INSTRUCTIONS SUBMITTED ON FRIDAY, OCTOBER 12, 2001 TRANSACTION CODE: 2324567401-431711206
TIAA SEPARATE ACCOUNT VA-1 1.01 Elect Robert H. Atwell as a member of the Management Committee VOTED FOR 1.02 Elect Elizabeth E. Bailey as a member of the Management Committee VOTED FOR 1.03 Elect John H. Biggs as a member of the Management Committee VOTED FOR 1.04 Elect Joyce A. Fecske as a member of the Management Committee VOTED FOR 1.05 Elect Edes P.Gilbert as a member of the Management Committee VOTED FOR 1.06 Elect Martin J. Gruber as a member of the Management Committee VOTED FOR 1.07 Elect Nancy L. Jacob as a member of the Management Committee VOTED FOR 1.08 Elect Marjorie Fine Knowles as a member of the Management Committee VOTED FOR 1.09 Elect Martin L. Leibowitz as a member of the Management Committee VOTED FOR 1.10 Elect Bevis Longstreth as a member of the Management Committee VOTED FOR 1.11 Elect Stephen A. Ross as a member of the Management Committee VOTED FOR 1.12 Elect Nestor V. Santiago as a member of the Management Committee VOTED FOR 1.13 Elect Maceo K. Sloan as a member of the Management Committee VOTED FOR 1.14 Elect Eugene C. Sit as a member of the Management Committee VOTED FOR 1.15 Elect David K. Storrs as a member of the Management Committee VOTED FOR 1.16 Elect Robert W. Vishny as a member of the Management Committee VOTED FOR
[GRAPHIC] IF YOU WISH TO VOTE ANOTHER CARD, PLEASE CLICK HERE. 1 of 1