S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   9330
 
                           I N  A S S E M B L Y
 
                             February 23, 2022
                                ___________
 
 Introduced by M. of A. CAHILL -- read once and referred to the Committee
   on Insurance
 
 AN  ACT  in  relation to authorizing and empowering CREF to combine with
   TIAA, with TIAA  continuing  in  existence  as  the  surviving  entity
   following  such  combination  and  with CREF ceasing to be a corporate
   entity; and to repeal chapter 124 of the laws  of  1952,  relating  to
   incorporating  the college retirement equities fund for the benefit of
   the teaching profession
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1. Chapter 124 of the laws of 1952, relating to incorporating
 the college retirement equities fund for the  benefit  of  the  teaching
 profession, is REPEALED.
   §  2.  Definitions. For purposes of this act the following terms shall
 have the following meanings:
   (a) "CREF" shall mean the College  Retirement  Equities  Fund,  formed
 pursuant  to chapter 124 of the laws of 1952 as a companion organization
 to TIAA for the issuance of variable annuity contracts;
   (b) "CREF Board of Governors" shall mean the individuals designated as
 governors of CREF, pursuant to chapter 124 of the laws of 1952, who  are
 the sole members of CREF;
   (c)  "Plan of Combination" shall mean the agreement and plan of combi-
 nation of TIAA and CREF adopted and  approved  in  accordance  with  the
 provisions of this act;
   (d)  "Superintendent"  shall  mean  the superintendent of the New York
 state department of financial services;
   (e) "TIAA" shall mean the Teachers Insurance and  Annuity  Association
 of  America,  an  insurance  company  formed pursuant to the laws of New
 York;
   (f) "TIAA Board of Governors" shall mean the corporation formed pursu-
 ant to chapter 880 of the laws of 1937, which is the sole owner  of  the
 issued and outstanding stock of TIAA; and
   (g)  "TIAA  Separate  Account" shall mean the separate account of TIAA
 created in connection with the Plan of Combination.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD14451-01-2
 A. 9330                             2
 
   § 3. (a) Subject to the provisions of this act and the terms set forth
 in the Plan of Combination, CREF is hereby authorized and  empowered  to
 combine  with  TIAA,  with TIAA continuing in existence as the surviving
 entity following such combination and with CREF ceasing to be  a  corpo-
 rate  entity. TIAA shall continue to be an insurance company established
 pursuant to the laws of the state of New York. The TIAA Separate Account
 shall be subject to the insurance laws of the state  of  New  York,  and
 neither the combination nor any transactions contemplated by the Plan of
 Combination  shall  subject  TIAA,  as the surviving entity, or the TIAA
 Separate Account, to the not-for-profit corporation law. The TIAA  Board
 of Governors shall remain subject to the not-for-profit corporation law.
   (b)  Such  combination  shall be deemed a merger under the laws of the
 state of New York, including any laws applicable to insurance  companies
 or  not-for-profit  corporations, and shall be approved by not less than
 two-thirds of the individual governors of the CREF Board of Governors as
 the sole members of CREF, and not less than two-thirds of the individual
 members of the TIAA Board of Governors as the sole shareholder of  TIAA.
 Thereafter,  the  Plan  of  Combination shall be submitted to the Super-
 intendent for approval.  Following the receipt of all  necessary  corpo-
 rate  and  regulatory approvals, including authorization by the TIAA and
 CREF Boards of Governors and TIAA and CREF boards of trustees, a  certi-
 fied  copy  of  the  Plan of Combination with the approval of the Super-
 intendent endorsed thereon shall be filed in the office of the clerk  of
 New  York  County,  and  upon  such  filing the combination shall become
 effective.
   § 4. (a) At the effective time of and pursuant to the Plan of Combina-
 tion, all assets and liabilities of CREF including causes of action  and
 defenses  thereto, shall vest by operation of law in TIAA, and all vari-
 able annuity contracts and certificates issued by CREF and in  force  at
 the effective time of the combination, shall be and become TIAA variable
 annuity  contracts  and  certificates  as  of  the effective time of the
 combination; provided, however, that at the effective time of the combi-
 nation (i) without further act or deed, the assets  and  liabilities  of
 CREF  relating to the outstanding variable annuity contracts and certif-
 icates of CREF shall immediately be assets and liabilities of and  allo-
 cated  to the TIAA Separate Account without such assets becoming general
 account assets of TIAA; and (ii) each investment account of  CREF  imme-
 diately  prior  to  the combination shall comprise an investment sub-ac-
 count of the TIAA Separate Account, with the assets and  liabilities  of
 each  such  investment  account vesting immediately and directly in that
 investment sub-account.
   (b) At the effective time, TIAA shall assume the  obligations  of  the
 CREF  contracts  and certificates, and all holders of CREF contracts and
 certificates shall be notified of the combination.
   (c) At all times, the assets of the TIAA Separate Account, and of each
 investment sub-account, shall be  segregated  from  the  assets  of  the
 general  account of TIAA and any other TIAA separate account and invest-
 ment sub-account. That portion  of  the  assets  of  the  TIAA  Separate
 Account,  and of each investment sub-account, not exceeding the reserves
 and other contract liabilities with respect to the TIAA Separate Account
 and each investment sub-account, shall not be  chargeable  with  liabil-
 ities  arising  out of any other business of TIAA. The income, gains and
 losses, whether or not realized, from assets allocated to the TIAA Sepa-
 rate Account, and each investment sub-account, shall be credited  to  or
 charged  against  the  TIAA Separate Account and each investment sub-ac-
 count without regard to other income, gains or losses of TIAA.
 A. 9330                             3
 
   § 5. This act shall take effect immediately, provided,  however,  that
 section  one  of this act shall take effect at the effective time of the
 combination of TIAA and CREF pursuant to this act, and provided further,
 that the Superintendent of the New York state  department  of  financial
 services  shall notify the legislative bill drafting commission upon the
 occurrence of such effective time in order that the commission may main-
 tain an accurate and timely database of the official text of the laws of
 the State of New York in furtherance of effectuating the  provisions  of
 section  44  of the legislative law and section 70-b of the public offi-
 cers law.