Form 485BPOS TIAA Separate Account

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January 5, 2026 5:07 PM EST

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As filed with the Securities and Exchange Commission on January 5, 2026

Registration File Nos. 333-292532 and 811-08963

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT

UNDER


				*THE SECURITIES ACT OF 1933*		☒
				Pre-Effective Amendment No.		☐
				Post-Effective Amendment No. 1		☒

and/or

REGISTRATION STATEMENT

UNDER


				*THE INVESTMENT COMPANY ACT OF 1940*		☒
				Amendment No. 59		☒

(Check appropriate box or boxes.)

TIAA Separate Account VA-5

(Exact Name of Registrant)

Teachers Insurance and

Annuity Association of America

(Name of Insurance Company)

730 Third Avenue

New York, New York 10017

(Address of Insurance Company’s Principal Executive Offices)

Insurance Company’s Telephone Number, Including Area Code: (212) 490-9000


		*Name and Address of Agent for Service:*		*Copy to:*

		John D. Piller, Sr., Esquire Teachers Insurance and Annuity Association of America 8500 Andrew Carnegie Boulevard SSC-C2-04 Charlotte, NC 28262		Chip Lunde, Esquire Willkie Farr & Gallagher LLP 1875 K Street, NW Washington, DC 20006

Explanatory Note: This Post-Effective Amendment No. 1 under the Securities Act of 1933, as amended to the Registration Statement on Form N-4 (the “Registration Statement”) of Teachers Insurance and Annuity Association of America (the “Registrant”) is to replace Exhibit K in Part C of the Registration Statement.

Part A (Prospectus) and Part B (Statement of Additional Information) filed on December 31, 2025 (File No. 333-292532) are incorporated herein by reference.

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PART C – OTHER INFORMATION

Item 27. Exhibits

(a)	Board of Directors Resolution

Resolution of the Board of Directors of TIAA-CREF Life Insurance Company establishing TIAA-CREF Life Separate Account VA-1 (Registrant) (Incorporated by reference to the initial filing of the Registration Statement on Form N-4 for the Personal Annuity Select variable annuity contracts, dated August 18, 1998 (File No. 333-61761)).

Unanimous Written Consent of the Board of Directors of TIAA-CREF Life Insurance Company dated September 12, 2025. (Incorporated by reference to the initial Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292532)).

Resolutions of the Board of Trustees of Teachers Insurance and Annuity Association of America approving the Separate Account transfer dated July 10, 2025. (Incorporated by reference to the initial Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292532)).

(b)	Custodian Agreements

None

(c)	Underwriting Contracts

Form of Principal Underwriter Distribution Agreement for TIAA Unit Investment Trust Separate Accounts dated December 31, 2005 (Incorporated by reference to the initial Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292532)).

(d)

Contracts

Form of Contract (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, filed August 2, 2007 (File Nos. 333-145064 and 811-08963)).

Endorsement for Partial Annuitization and Maturity Age (Incorporated by reference to the Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, filed on February 28, 2014 (File Nos 333-145064 and 811-08963)).

Form of the Guaranteed Living Withdrawal Benefit Rider (Incorporated by reference to the Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, filed on February 28, 2014 (File Nos 333-145064 and 811-08963)).

Endorsement for Internal Revenue Code Section 72(s) (Incorporated by reference to the Registration Statement on Form S-1 filed on March 23, 2016 (File No 333-210342)).

Endorsement for Right to Examine Your Contract provision (Incorporated by reference to the Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, filed on May 1, 2020 (File Nos 333-145064 and 811-08963)).

(e)	Applications

Form of Application (Incorporated by reference to the Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, filed on May 1, 2020 (File Nos 333-145064 and 811-08963)

(f)	Depositor’s Certificate of Incorporation and By-Laws

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Restated Charter of Teachers Insurance and Annuity Association of America (as amended) (Incorporated by Reference to Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

Bylaws of Teachers Insurance and Annuity Association of America (as amended) (Incorporated by reference to Post-Effective Amendment No. 10 to the Registration on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

(g)	Reinsurance Contracts.

None

(h)	Participation Agreements.

Form of Participation/Distribution Agreement with TIAA-CREF Life Funds (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6, filed January 31, 2002 (File No. 333-62162)).

Form of Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Institutional Shares (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Service Shares (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Calamos Advisors Trust, Calamos Advisors LLC, and Calamos Financial Services LLC with respect to Institutional Shares (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Credit Suisse Trust, Credit Suisse Asset Management, LLC, and Credit Suisse Asset Management Securities, Inc. (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Teachers Personal Investors Services, Inc., Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

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Form of Participation Agreement among TIAA-CREF Life, MFS Variable Insurance Trust, and Massachusetts Financial Services Company (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Neuberger Berman Advisers Management Trust, and Neuberger Berman Management, Inc. (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, PIMCO Variable Insurance Trust, and Allianz Global Investors Distributors LLC (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Royce & Associates, LLC, and Royce Capital Fund (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P. (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Salomon Brothers Variable Series Fund Inc., and Legg Mason Investor Services, LLC (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393 )).

Form of Participation Agreement among TIAA-CREF Life, Greenwich Street Series Fund, and Legg Mason Investor Services, LLC (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, Columbia Wanger Asset Management, LLP, Columbia Management Distributors, Inc., and Wanger Advisors Trust (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement among TIAA-CREF Life, WM Variable Trust, and WM Funds Distributor, Inc. (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

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Form of Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed March 9, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Participation Agreement between Principal Variable Contracts Fund, Inc., Principal Funds Distributor Inc. and TIAA Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

Amendment to Participation and Distribution Agreement by and among TIAA-CREF Life, TIAA-CREF Life on behalf of the Registrant, and Teachers Personal Investors Services, Inc., dated as of October 19, 2004 (Incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-6, filed May 3, 2005 (File Nos. 333-62162 and 811-10393)).

Amendment to Participation and Distribution Agreement among TIAA-CREF Life Insurance Company, TIAA-CREF Life Funds, and Teachers Personal Investors Services, Inc., dated as of September 15, 2005 (Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-6, filed May 1, 2006 (File Nos. 333-128699 and 811-10393)).

Form of Amendment to Fund Participation Agreement between Calamos Financial Services LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

Form of Amendment to Fund Participation Agreement by and between Delaware VIP Trust, Delaware Management Company, Delaware Distributors, L.P. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

Amendment to Participation Agreement by and among Legg Mason Investors Services, LLC, Legg Mason Partners Variable Equity Trust, and TIAA-CREF Life Insurance Company (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

Amendment to Participation Agreement by and among Legg Mason Investors Services, LLC, Legg Mason Partners Variable Income Trust, Legg Mason Partners Variable Equity Trust, and TIAA-CREF Life Insurance Company (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

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Form of Amendment to Participation Agreement by and among Credit Suisse Trust, Credit Suisse Asset Management LLC, and Credit Suisse Asset Management Securities, Inc and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

Form of Fund/SERV and Networking Supplement to Participation Agreement by and among MFS Variable Insurance Trust and Massachusetts Financial Services Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

Amendment to Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Institutional Shares, dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AA.

Amendment to Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Service Shares, dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AB.

Amendment to Participation Agreement among TIAA-CREF Life, Calamos Advisors Trust, Calamos Advisors LLC, and Calamos Financial Services LLC with respect to Institutional Shares, dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AC.

Amendment to Participation Agreement among TIAA-CREF Life, Credit Suisse Trust, Credit Suisse Asset Management, LLC, and Credit Suisse Asset Management Securities, Inc., dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AD1.

Form of Amendment to Participation Agreement between Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc. and TIAA-CREF Life Insurance Company and Teachers Personal Investors Services, LLC, dated July 24, 2007 (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, filed August 2, 2007 (File Nos. 333-145064 and 811-08963)).

AD2.

Amendment No. 2 to Participation Agreement between Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc. and TIAA-CREF Life Insurance Company dated August 1, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

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AE.

Amendment to Participation Agreement among TIAA-CREF Life, MFS Variable Insurance Trust, and Massachusetts Financial Services Company, dated July 1, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AF.

Amendment to Participation Agreement among TIAA-CREF Life, Neuberger Berman Advisers Management Trust, and Neuberger Berman Management, Inc., dated July 27, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AG.

Amendment to Participation Agreement among TIAA-CREF Life, PIMCO Variable Insurance Trust, and Allianz Global Investors Distributors LLC, dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AH.

Amendment to Participation Agreement among TIAA-CREF Life, Royce & Associates, LLC, and Royce Capital Fund, dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AI.

Amendment to Participation Agreement among TIAA-CREF Life, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AJ.

Form of Amendment to Participation Agreement among TIAA-CREF Life, Salomon Brothers Variable Series Fund Inc., and Legg Mason Investor Services, LLC, dated July 27, 2007 (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, filed August 2, 2007 (File Nos. 333-145064 and 811-08963)).

AK.

Form of Amendment to Participation Agreement among TIAA-CREF Life, Greenwich Street Series Fund, and Legg Mason Investor Services, LLC, dated July 27, 2007 (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, filed August 2, 2007 (File Nos. 333-145064 and 811-08963)).

AL.

Amendment to Participation Agreement among TIAA-CREF Life, Columbia Wanger Asset Management, LLP, Columbia Management Distributors, Inc., and Wanger Advisors Trust, dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AM.

Amendment to Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC, dated July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

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AN.

Amendment to Participation Agreement between Principal Variable Contracts Fund, Inc., Principal Funds Distributor Inc. and TIAA-CREF Life Insurance Company, dated as of July 24, 2007 (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

AO.

Form of Shareholder Information Agreement between Credit Suisse Asset Management Securities, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AP.

Form of Shareholder Information Agreement between Delaware Service Company, Inc. Securities, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AQ.

Form of Shareholder Information Agreement between Neuberger Berman Management Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AR.

Form of Shareholder Information Agreement between Prudential Investment Management Services LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AS.

Form of Shareholder Information Agreement between Royce Fund Services, Inc. and TIAA-CREF (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AT.

Form of Shareholder Information Agreement between Teachers Personal Investors Services, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, filed May 1, 2007 (File Nos. 333-46414 and 811-08963)).

AU.

Form of Shareholder Information Agreement between MFS Fund Distributors, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

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AV.

Form of Shareholder Information Agreement between Allianz Global Investors Distributors LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AW.

Form Shareholder Information Agreement between Franklin Templeton Franklin/Templeton Distributors, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AX.

Form of Amendment to Administrative Services Agreement by and among Legg Mason Investors Services, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

AY.

AZ.

Distribution and Administrative Service Agreement between Neuberger Management Inc and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

BA.

Form of Administrative Services Agreement between Columbia Management Distributors, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

BB.

Administrative Services Agreement between Credit Suisse Asset Management, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

BC.

Administrative Services Agreement by and between Franklin Templeton Services, LLC, and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

BD.

Administrative Services Agreement between Legg Mason Investor Services, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

BE.

Administrative Services Agreement between Janus Capital Management LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

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BF.

Distribution and Shareholder Services Agreement between Janus Distributors LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6, filed May 2, 2007 (File Nos. 333-128699 and 811-10393)).

BG.

Administrative Services Agreement between Royce & Associates, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

BH.

Amendment No. 1 to the Administrative Services Agreement by and between Franklin Templeton Services, LLC, and TIAA-CREF Life Insurance Company (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

BI.

Amendment No. 1 to Administrative Services Agreement by and among Legg Mason Investors Services, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed October 29, 2007 (File Nos. 333-145064 and 811-08963)).

BJ.

BK.

Form of Participation Agreement among TIAA-CREF Life, ING Investors Trust, and ING Funds Distributor, LLC with respect to institutional shares (Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6, filed on May 1, 2010 (File Nos 333-145064 and 811-08963)).

BL.

Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, filed on April 14, 2012 (File Nos 333-145064 and 811-08963)).

BM.

Form of Participation Agreement by and among DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Registration Statement on Form N-6, filed on August 3, 2012 (File Nos 333-183060 and 811-22659)).

BN.

Amendment to Fund Participation Agreement between Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., TIAA-CREF Life Insurance Company, and TIAA-CREF Institutional and Individual Services, LLC (Incorporated by reference to the Post-Effective Amendment No. 9 to the Registration Statement on Form N-6, filed on April 24, 2013 (File Nos 333-128699 and 811-10393)).

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BO.

Amendment to Fund Participation Agreement between ING Investors Trust, ING Investments Distributor, LLC, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 9 to the Registration Statement on Form N-6, filed on April 24, 2013 (File Nos 333-128699 and 811-10393)).

BP.

Amendment to Fund Participation Agreement between T. Rowe Price Associates, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 9 to the Registration Statement on Form N-6, filed on April 24, 2013 (File Nos 333-128699 and 811-10393)).

BQ.

Amendment to Fund Participation Agreement between T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 9 to the Registration Statement on Form N-6, filed on April 24, 2013 (File Nos 333-128699 and 811-10393)).

BR.

Amendment to Fund Participation Agreement between Credit Suisse Trust, Credit Suisse Asset Management, LLC, Credit Suisse Securities (USA) LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-6, filed on February 7, 2014 (File Nos 333-128699 and 811-10393)).

BS.

Amendment to Fund Participation Agreement between DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-6, filed on February 7, 2014 (File Nos 333-128699 and 811-10393)).

BT.

Amendment to Fund Participation Agreement between PIMCO Variable Insurance Trust and PIMCO Investments LLC and TIAA- CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-6, filed on February 7, 2014 (File Nos 333-128699 and 811-10393)).

BU.

Participation Agreement among the RBB Fund, Inc., Matson Money, Inc., Foreside Funds Distributors LLC, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, filed on February 28, 2014 (File Nos 333-145064 and 811-08963)).

BV.

Participation Agreement among TIAA-CREF Life Funds, Teachers Personal Investors Services, Inc., Teachers Advisors, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, filed on February 28, 2014 (File Nos 333-145064 and 811-08963)).

BW.

Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, filed on April 28, 2015 (File Nos 333-145064 811-08963)).

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BX.

Amendment to Fund Participation Agreement among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, filed on April 28, 2015 (File Nos 333-145064 811-08963)).

BY.

Amendment to Fund Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc.and TIAA-CREF Life Insurance Company. Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, filed on April 28, 2015 (File Nos 333-145064 811-08963).

BZ.

Amendment to Fund Participation Agreement among MFS Variable Insurance Trust, Massachusetts Financial Services Company and TIAA-CREF Life Insurance Company. Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, filed on April 28, 2015 (File Nos 333-145064 811-08963).

CA.

Amendment to the Fund Participation Agreement among John Hancock Variable Insurance Fund, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, filed on April 29, 2016 (File Nos 333-145064 811-08963)).

CB.

Amended and Restated Underlying Fund Agreement among DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., the DFA Investment Trust Company, Dimensional Fund Advisors LP, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 13 to the Registration Statement on Form N-6, filed on April 27, 2017 (File Nos 333-128699 and 811-10393)).

CC.

Amendment to Fund Participation Agreement by and among Neuberger Berman Advisors Management Trust, Neuberger Investment Advisers LLC, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-6, filed on April 29, 2019 (File Nos 333-128699 and 811-10393)).

CD.

Amendment to Fund Participation Agreement by and among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., and TIAA-CREF Life Insurance Company. Incorporated by reference to the Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, filed on May 1, 2020 (File Nos 333-145064 and 811-08963).

CE.

Amendment to Fund Participation Agreement by and among PIMCO Variable Insurance Trust and PIMCO Investments LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

- 11 -

CF.

Amendment to Fund Participation Agreement by and among Calamos Advisors Trust and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CG.

Amendment to Fund Participation Agreement by and among Principal Variable Contracts Funds, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CH.

Amendment to Fund Participation Agreement by and among Delaware VIP Trust, Delaware Management Company, a series of Macquarie Investment Management Business Trust and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CI.

Amendment to Fund Participation Agreement by and among Neuberger Berman Advisers Management Trust and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CJ.

Amendment to Fund Participation Agreement by and among Credit Suisse Trust and Credit Suisse Securities LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CK.

Amendment to Fund Participation Agreement by and among Voya Investors Trust and Voya Investments Distributor, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CL.

Amendment to Fund Participation Agreement by and among Nuveen Securities, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CM.

Amendment to Fund Participation Agreement by and among Wanger Advisors Trust, Columbia Wanger Asset Management, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CN.

Amendment to Fund Participation Agreement by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

- 12 -

CO.

Amendment to Fund Participation Agreement by and among John Hancock Variable Insurance Trust, John Hancock Distributors, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CP.

Amendment to Fund Participation Agreement by and among Legg Mason Partners Variable Equity Trust, Legg Mason Investor Services, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CQ.

Amendment to Fund Participation Agreement by and among Matson Money Funds, Herald Investment Marketing, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CR.

Amendment to Fund Participation Agreement by and among MFS Variable Insurance Trust, MFS Variable Insurance Trust III, MFS Fund Distributors, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CS.

Amendment to Fund Participation Agreement by and among The Prudential Series Fund, PGIM Investments LLC, Prudential Investment Management Services LLC, and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CT.

Amendment to Fund Participation Agreement by and among Janus Aspen Series and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CU.

Amendment to Fund Participation Agreement by and among T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investments Services, Inc. and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

CV.

Participation Agreement among Lincoln Variable Insurance Products Trust, Lincoln Financial Distributors, Inc., Lincoln Investment Advisors Corporation and TIAA-CREF Life Insurance Company (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

- 13 -

CW.

Amendment to Fund Participation Agreement by and among DFA Investment Dimensions Group Inc., and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, filed on April 28, 2022 (File No. 333-145064)).

CX.

Amendment to Fund Participation Agreement by and among Vanguard Variable Insurance Fund, and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, filed on April 28, 2022 (File No. 333-145064)).

CY.

Amendment to Fund Participation Agreement between Delaware VIP Trust, Delaware Management Company, Delaware Distributors, L.P., Ivy Variable Insurance Portfolios, and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-4, filed on April 30, 2024 (File No. 333-145064)).

CZ.

Amendment to Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC, dated February 26, 2025. (Incorporated by reference to Post-Effective Amendment No. 21 to this Registration Statement on Form N-4, filed on April 30, 2025).

(i)	Administrative Contracts

Administrative Services Agreement between TIAA-CREF Life Funds and Teachers Advisors, Inc (Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6, filed on May 1, 2010 (File Nos 333-145064 and 811-08963)).

Form of Administrative Services Agreement by and between McCamish Systems, LLC and TIAA-CREF Life Insurance Company (Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed April 18, 2008 (File Nos. 333-145064 and 811-08963)).

Form of Investment Accounting Agreement by and between State Street Bank and Trust Company and Teachers Insurance and Annuity Association of America and TIAA-CREF Life Insurance Company on behalf of the Separate Account (Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed April 18, 2008 (File Nos. 333-145064 and 811-08963)).

Form of Domestic Custody Agreement by and between JPMorgan Chase Bank, N.A. and TIAA-CREF Life Insurance Company on behalf of the Separate Account (Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed April 18, 2008 (File Nos. 333-145064 and 811-08963)).

(j)	Other Material Contracts

Investment Advisory Agreement between TIAA-CREF Life Funds and Teachers Advisors, Inc (Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6, filed on May 1, 2010 (File Nos 333-145064 and 811-08963)).

- 14 -

Service and Subcontracting agreement by and between Teachers Insurance and Annuity Association of America and TIAA Shared Services, LLC (Incorporated by reference to the Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, filed on April 27, 2021 (File Nos 333-145064 and 811-08963)).

Agreement and Plan of Merger dated December 4. 2025. (Incorporated by reference to the initial Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292532)).

(k)	Legal Opinion

Opinion and Consent of Aneal Krishnamurthy, Esquire.*

(l)	Other Opinions

Consent of Willkie Farr & Gallagher LLP (Incorporated by reference to the initial Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292532)).

Consents of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (Incorporated by reference to the initial Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292532)).

(m)	Omitted Financial Statements.

None

(n)	Initial Capital Agreements.

None

(o)	Form of Initial Summary Prospectus.

None

(p)	Power of Attorney

Trustees’ Powers of Attorney (Incorporated by reference to the initial Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292532)).

(b)	Letter Regarding Change in Certifying Accountant

None

(c)	Historical Current Limits on Index Gains

None

*	Filed herewith.

- 15 -

Item 28. Directors and Officers of the Insurance Company


Name and Principal Business Address*				Positions and Offices with Insurance Company

James R. Chambers				Trustee and Chairman

Priya Abani				Trustee

Samuel R. Bright				Trustee

Jason E. Brown				Trustee

Jeffrey R. Brown				Trustee

Angel Cabrera Michael R. Fanning				Trustee Trustee

Lisa W. Hess				Trustee

Edward M. Hundert, M.D.				Trustee

Gina L. Loften				Trustee

Ramona E. Romero				Trustee

Kim M. Sharan				Trustee

La June Montgomery Tabron				Trustee

Thasunda Brown Duckett				President and Chief Executive Officer and Trustee

Mike Cowell				Senior Executive Vice President, Chief Risk and Compliance Officer

Bret Hester				Senior Executive Vice President, Chief Legal Officer

Sastry V. Durvasula				Senior Executive Vice President, Chief Operating, Information & Digital Officer

W. Dave Dowrich				Senior Executive Vice President and Chief Financial Officer

Claire V. Borelli				Senior Executive Vice President and Chief People Officer

Derek B. Dorn				Senior Managing Director, Corporate Secretary & General Counsel

Keith Floman				Senior Vice President and Chief Actuary

Christopher Baraks				Senior Vice President, Chief Accounting Officer and Corporate Controller

- 16 -


Richard S. Biegen				Senior Managing Director, Chief Compliance Officer of the Separate Account

Colbert G. Narcisse				Senior Executive Vice President, Chief Product & Business Development Officer

*	The principal business address for each individual is:

TIAA

730 Third Avenue

New York, New York 10017-3206

- 17 -

Item 29. Persons Controlled by or under Common Control with the Depositor or Registrant

The following chart indicates subsidiaries of Teachers Insurance and Annuity Association of America. These subsidiaries are included in the consolidated financial statements of Teachers Insurance and Annuity Association of America.

All Teachers Insurance and Annuity Association of America subsidiary companies are Delaware corporations, except as indicated.

LOGO

- 18 -

Exhibit A^*

Entity Name

Jurisdiction

Formation

Entity

Classification

Owner Name

Owner Type

Ownership %

Business

Purpose

Anglo Sino Henderson Investment Consultancy (Beijing) Co Ltd

China

Operating

Subsidiary

Nuveen Group
Holdings
Limited

Shareholder

100

To provide
investment
consulting
services.

Arcmont AM LLC

Operating

Subsidiary

Arcmont Asset
Management
Holdco Limited

Member

100

To engage in
financial
services.

Arcmont Asset Management (Sweden) AB

Sweden

Operating

Subsidiary

Arcmont Asset
Management
Holdco Limited

Shareholder

100

To engage in
marketing and
investment
opportunity
research.

Arcmont Asset Management France SAS

France

Operating
Subsidiary

Arcmont Asset
Management
Holdco Limited

Shareholder

100

To engage in
financial
services.

Arcmont Asset Management Germany Gmbh

Germany

Operating
Subsidiary

Arcmont Asset
Management
Holdco Limited

Shareholder

100

To engage in
financial
services.

Arcmont Asset Management Limited

United
Kingdom

Operating
Subsidiary

Arcmont Asset
Management
Holdco Limited

Shareholder

100

To act as a
holding
company.

Brooklyn Artificial Intelligence, Inc.

Operating
Subsidiary

Nuveen, LLC

Member

100

A platform that
manufactures
custom, direct
indexing
products
utilizing A.I.

Brooklyn Investment Group, LLC

Operating
Subsidiary

Brooklyn
Artificial
Intelligence,
Inc.

Member

100

To act as a
registered
investment
adviser.

CAM HR Resources LLC

Operating
Subsidiary

CAM HR
Holdco LLC

Member

To act as an
employing
entity.

CAM HR Resources LLC

Operating
Subsidiary

Churchill Asset
Management
LLC

Managing
Member

To act as an
employing
entity.

Churchill Agency Services LLC

Operating
Subsidiary

Churchill Asset
Management
LLC

Member

100

To act as
administrative
and collateral
agent in
connection
with certain
investments.

Churchill Asset Management LLC

Operating
Subsidiary

Nuveen Private
Capital LLC

Member

100

To act as a
registered
investment
adviser for
loan
investments.

Churchill DLC Advisor LLC

Operating
Subsidiary

NCBDC
Holdings LLC

Member

100

To act as a
primary
adviser.

Clean Energy Partners CEP 2012 Limited

United
Kingdom

Operating
Subsidiary

Glennmont
Asset
Management
Limited

Shareholder

100

To manage
investments.

Clean Energy Partners CEP Services Limited

United
Kingdom

Operating
Subsidiary

Glennmont
Asset
Management
Limited

Shareholder

100

To manage
investments.

Glennmont Asset Management Limited

United
Kingdom

Operating
Subsidiary

Clean Energy
Partners
HoldCo LLP

Shareholder

100

To manage
investments.

Glennmont Partners I Limited

United
Kingdom

Operating
Subsidiary

Clean Energy
Partners CEP
2012 Limited

Shareholder

100

To manage
investments.

- 19 -

GreenWood Resources Capital Management, LLC

Operating
Subsidiary

Greenwood
Resources, LLC

Member

100

To act as a
registered
investment
advisor.

Greenwood Resources Poland sp. z o.o

Poland

Operating
Subsidiary

Greenwood
Resources Forest
Management, LLC

Shareholder

100

To provide
property
management
services.

Greenwood Resources, LLC

Operating
Subsidiary

Nuveen Natural
Capital, LLC

Member

100

To act as an
advisor and
manager of
timber and
related
investments.

Greenworks Lending LLC

Operating
Subsidiary

Nuveen CP LLC

Member

100

Origination of
commercial
property-
assessed clean
energy loans.

Gresham Investment Management LLC

Operating
Subsidiary

Nuveen
Investments, Inc.

Managing
Member

79.8

To act as a
registered
investment
advisor,
commodity
pool operator,
and
commodity
trading
advisor,
provide
investment
advisory and
management
services to
Nuveen
Group-
sponsored
investment
vehicles.

GWR Uruguay S.A.

Uruguay

Operating
Subsidiary

Greenwood
Resources Forest
Management, LLC

Shareholder

100

To act as a
property
manager.

McIntyre Labor Services, LLC

Operating
Subsidiary

Monterey Pacific,
LLC

Member

100

Vineyard crop
management

Monterey Pacific, LLC

Operating
Subsidiary

Westchester Group
Investment
Management, LLC

Member

100

Vineyard crop
management.

MyVest Corporation

Operating
Subsidiary

Teachers Insurance
and Annuity
Association of
America

Shareholder

100

To provide
digital
financial
account
management
services.

Nuveen Administration Limited

United
Kingdom

Operating
Subsidiary

Nuveen Investment
Management
Holdings Limited

Shareholder

100

To provide
administrative
services and
act as
employer.

Nuveen Alternatives Advisors LLC

Operating
Subsidiary

Nuveen Alternative
Holdings LLC

Member

100

To provide
advisory
services for
alternative
investments.

Nuveen Alternatives Europe S.à r.l.

Luxembourg

Operating
Subsidiary

Nuveen Europe
Holdings Limited

Member

100

To act as an
authorized
alternative
investment
fund manager
and a

- 20 -

management
company.

Nuveen Alternatives Services LLC

Operating
Subsidiary

Nuveen
Alternative
Holdings
LLC

Member

100

To provide
administrative
services and to
act as general
partner.

Nuveen Asset Management Europe S.à r.l.

Luxembourg

Operating
Subsidiary

Nuveen
Europe
Holdings
Limited

Member

100

To hold or
distribute
investments.

Nuveen Asset Management, LLC

Operating
Subsidiary

Nuveen
Fund
Advisors,
LLC

Managing
Member

100

U.S. Securities
and Exchange
Commission
registered
investment
adviser.

Nuveen Australia Limited

Australia

Operating
Subsidiary

Nuveen
Group
Holdings
Limited

Shareholder

100

To provide real
estate advisory
and
management
services.

Nuveen Canada Company

Canada

Operating
Subsidiary

Nuveen
International
Holdings
LLC

Shareholder

100

To provide sales
and marketing
services with
respect to the
investment
advisory and
management
services offered
by its affiliates.

Nuveen Consulting (Shanghai) Co., Ltd.

China

Operating
Subsidiary

Nuveen
Group
Holdings
Limited

Shareholder

100

To provide
investment
consulting.

Nuveen Corporate Secretarial Services Limited

United
Kingdom

Operating
Subsidiary

Nuveen
Group
Holdings
Limited

Shareholder

100

To provide
administrative
services.

Nuveen Development Management Services LLC

Operating
Subsidiary

Nuveen Real
Estate
Global LLC

Member

100

To provide
construction and
development
management
services.

Nuveen France SAS

France

Operating
Subsidiary

Nuveen
Group
Holdings
Limited

Shareholder

100

To provide real
estate advisory
services.

Nuveen Fund Advisors, LLC

Operating
Subsidiary

Nuveen
Investments,
Inc.

Member

100

U.S.
Commodity
Futures Trading
Commission
registered
commodity pool
operator.

Nuveen Fund Management (Jersey) Limited

Jersey

Operating
Subsidiary

Nuveen
Europe
Holdings
Limited

Shareholder

100

To manage real
estate funds.

Nuveen Hong Kong Limited

Hong Kong

Operating
Subsidiary

TGAM HK
HC LLC

Shareholder

100

To serve as a
regulated entity.

Nuveen Industrial Development Management Services LLC

Operating
Subsidiary

Nuveen
Development
Management
Services
LLC

Member

100

To provide
development
management,
construction
management,
due diligence
and other
services to
entities.

Nuveen Investment Management Holdings Limited

United
Kingdom

Operating
Subsidiary

Nuveen
International
Holdings 1
Limited

Shareholder

0.4

To act as the
holding
company for the
legal entities.

- 21 -

Nuveen Investment Management Holdings Limited

United
Kingdom

Operating
Subsidiary

Nuveen
International
Holdings 3
Limited

Shareholder

99.6

To act as the
holding
company for the
legal entities.

Nuveen Investment Management International Limited

United
Kingdom

Operating
Subsidiary

Nuveen
FCACO
Limited

Shareholder

100

To manage real
estate funds.

Nuveen Italy S.r.l.

Italy

Operating
Subsidiary

Nuveen Group
Holdings
Limited

Shareholder

100

To manage real
estate
investments.

NUVEEN JAPAN CO., LTD

Japan

Operating
Subsidiary

Nuveen
International
Holdings LLC

Shareholder

100

To provide
investment
management,
agency business,
financial
instruments
exchange,
market and
investment
research, and a
financial
distribution
business office.

Nuveen Management AIFM Limited

United
Kingdom

Operating
Subsidiary

Nuveen Europe
Holdings
Limited

Shareholder

100

To act as an
asset manager.

Nuveen Management Austria GMBH

Austria

Operating
Subsidiary

Nuveen Group
Holdings
Limited

Shareholder

100

To manage real
estate funds.

Nuveen Management Company (Luxembourg) No 1 S.à r.l.

Luxembourg

Operating
Subsidiary

Nuveen Europe
Holdings
Limited

Shareholder

94.4

To manage real
estate funds.

Nuveen Management Finland OY

Finland

Operating
Subsidiary

Nuveen Group
Holdings
Limited

Shareholder

100

To act as an
employing
entity.

Nuveen Mob Development Management Services LLC

Operating
Subsidiary

Nuveen
Development
Management
Services LLC

Member

100

To provide
development
management,
construction
management,
and other
services.

Nuveen Natural Capital Chile SpA

Chile

Operating
Subsidiary

Westchester
Group
Investment
Management,
LLC

Shareholder

100

To facilitate
management
operations.

Nuveen Natural Capital LATAM Gestao De Ativos Ltda

Brazil

Operating
Subsidiary

Westchester
Group
Investment
Management,
LLC

Shareholder

100

To manage
farmland funds.

Nuveen Natural Capital Limited

United
Kingdom

Operating
Subsidiary

Westchester
Group
Investment
Management,
LLC

Shareholder

100

To manage
farmland.

Nuveen Natural Capital S.r.l.

Romania

Operating
Subsidiary

Nuveen
Natural Capital
Limited

Shareholder

100

To manage
farmland.

Nuveen Natural Capital sp. z o.o

Poland

Operating
Subsidiary

Nuveen
Natural Capital
Limited

Shareholder

100

To manage
farmland.

Nuveen Opportunistic Strategies LLC

Operating
Subsidiary

Teachers
Insurance and
Annuity
Association of
America

Member

99.99

Investment
entity.

- 22 -

Nuveen Opportunistic Strategies LLC

Operating
Subsidiary

Teachers
Advisors, LLC

Member

0.01

Investment
entity.

Nuveen Property Management (Jersey) Limited

Jersey

Operating
Subsidiary

Nuveen
Europe
Holdings
Limited

Shareholder

100

To manage
real estate
funds.

Nuveen Real Estate Global Cities Advisors, LLC

Operating
Subsidiary

Nuveen Real
Estate Global
LLC

Member

100

To manage
and advise
legal
entities.

Nuveen Services, LLC

Operating
Subsidiary

Nuveen, LLC

Member

100

To act as an
employing
entity.

Nuveen Singapore Private Limited

Singapore

Operating
Subsidiary

Nuveen Group
Holdings
Limited

Shareholder

100

To act as a
real estate
investment
advisor.

Pace Financial Servicing, LLC

Operating
Subsidiary

Nuveen CP
LLC

Member

100

Servicing
activities
related to
loans.

Paths Building Services LLC

Operating
Subsidiary

Paths
Management
Services LLC

Member

100

This entity
will employ
property site
level
employees.

Paths Construction LLC

Operating
Subsidiary

Omni Holding
Company LLC

Member

100

To serve as
construction
management
operating
company.

Paths Development LLC

Operating
Subsidiary

Omni Holding
Company LLC

Member

100

To serve as
development
operating
company.

Paths Management Services LLC

Operating
Subsidiary

Omni Holding
Company LLC

Member

100

To manage
and operate
real
property.

Paths RMS LLC

Operating
Subsidiary

Omni Holding
Company LLC

Member

100

To serve as
maintenance
operating
company.

Permian Investor Asset Manager LLC

Operating
Subsidiary

Nuveen
Permian
Investor Asset
Manager
Member LLC

Member

To hold real
estate.

Plata Wine Partners, LLC

Operating
Subsidiary

The Plata
Wine Partners
Trust

Member

To hold
agricultural
investments.

Private Debt carried Interest General Partner II S.à r.l.

Luxembourg

Operating
Subsidiary

Arcmont Asset
Management
Holdco
Limited

Shareholder

100

To provide
financial
services.

Reliant Safety LLC

Operating
Subsidiary

Omni Holding
Company LLC

Member

100

To serve as
safety
operating
company.

Santa Barbara Asset Management, LLC

Operating
Subsidiary

Nuveen
Investments,
Inc.

Member

100

To provide
investment
management
services to
Nuveen
Group-
sponsored
investment
vehicles.

Seven30 Insurance (Bermuda) Co. Limited

Bermuda

Operating
Subsidiary

Teachers
Insurance and
Annuity
Association of
America

Member

100

To act as the
issuer of
corporate
self
insurance.

Seven30 Re (Bermuda) Co. Limited

Bermuda

Operating
Subsidiary

Teachers
Insurance and
Annuity
Association of
America

Member

100

Reinsurance

- 23 -

Symphony Alternative Asset Management LLC

Operating
Subsidiary

Nuveen Asset
Management,
LLC

Member

100

To act as an
asset manager of
CLO products.

Teachers Advisors, LLC

Operating
Subsidiary

Nuveen
Finance, LLC

Member

100

To act as a
registered
investment
advisor to
provide
investment
management
services.

TIAA Global Capabilities Private Limited

India

Operating
Subsidiary

TIAA Global
Capabilities
Singapore
Holding
Company
Pte. Ltd.

Shareholder

To provide
certain
information
technology
related services
and other
support services.

TIAA Global Capabilities Private Limited

India

Operating
Subsidiary

TIAA Global
Capabilities
Holding LLC

Shareholder

To provide
certain
information
technology
related services
and other
support services.

TIAA Kaspick, LLC

Operating
Subsidiary

TIAA-CREF
Redwood,
LLC

Member

100

To act as a
registered
investment
adviser and
provide
investment
advice and gift
administration
services to
charitable
organizations
and other
non-profit
institutions
through
investment
management
and gift
administration
agreements with
charitable
organizations.

TIAA Trust, National Association

Operating
Subsidiary

Teachers
Insurance and
Annuity
Association
of America

Shareholder

99.995

To support
TIAA’s Wealth
Management
and Pension
business lines.

TIAA Wealth Investment Management LLC

Operating
Subsidiary

Teachers
Insurance and
Annuity
Association
of America

Member

100

A registered
investment
advisor offering
investment
management
services.

- 24 -

TIAA-CREF Individual & Institutional Services, LLC

Operating
Subsidiary

Teachers
Insurance
and Annuity
Association
of America

Member

100

To act as a
registered
broker-dealer
and
investment
advisor and to
provide
distribution
and related
services for
College
Retirement
Equities
Fund, TIAA
Real Estate
Account and
TIAA
Separate
Account
VA-3,
distribution
services for
the TIAA-
CREF Funds,
Nuveen
Funds, and
third party
funds within
retirement
and savings
plans and
administrative
services to
tuition
savings
products.

TIAA-CREF Insurance Agency, LLC

Operating
Subsidiary

TIAA RFS,
LLC

Managing
Member

100

To offer
insurance
services and
products.

TIAA-CREF Investment Management, LLC

Operating
Subsidiary

TIAA-
CREF Asset
Management
LLC

Member

100

Registered
investment
advisor,
which
provides
investment
management
services for
College
Retirement
Equities
Fund.

TIAA-CREF Life Insurance Company

Operating
Subsidiary
- 1704(c)
Insurance
Subsidiary

Teachers
Insurance
and Annuity
Association
of America

Shareholder

100

A New York
domiciled life
insurance
company that
issues
guaranteed
and variable
annuities and
funding
agreements to
the general
public.

TIAA-CREF Tuition Financing, Inc.

Operating
Subsidiary

Teachers
Insurance
and Annuity
Association
of America

Shareholder

100

To administer
and provide
program
management
services on
behalf of state
entities to
qualified
tuition
programs
formed
pursuant to
Section 529
of the Internal
Revenue
Code.

- 25 -

Westchester Group Farm Management, LLC

Operating
Subsidiary

Westchester
Group
Investment
Management,
LLC

Member

100

Investment
entity.

Westchester Group Investment Management, LLC

Operating
Subsidiary

Nuveen
Natural
Capital, LLC

Member

100

Investment
entity.

Westchester Group Real Estate, LLC

Operating
Subsidiary

Westchester
Group
Investment
Management,
LLC

Member

100

To provide
brokerage
services
related to
agricultural
investments.

Westchester NGFF Investment, LLC

Operating
Subsidiary

Westchester
Group
Investment
Management,
LLC

Member

100

Investment
entity.

Winslow Capital Management, LLC

Operating
Subsidiary

Nuveen WCM
Holdings, LLC

Member

100

U.S. Securities
and Exchange
Commission
registered
investment
adviser.

Note: TIAA has control of the subsidiaries included in this filing (each, a “Subsidiary”) through: (i) direct or indirect ownership of a majority of the voting securities of the Subsidiary; (ii) TIAA, or a subsidiary of TIAA, acting as asset manager or manager of the Subsidiary (or in a similar role); or (iii) corporate governance provisions present in the Subsidiary’s constituent documents.

Item 30. Indemnification

Trustees, officers, and employees of TIAA may be indemnified against liabilities and expenses incurred in such capacity pursuant to Article Six of TIAA’s bylaws (see Exhibit 6(B)). Article Six provides that, to the extent permitted by law, TIAA will indemnify any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a trustee, officer, or employee of TIAA or, while a trustee, officer, or employee of TIAA, served any other organization in any capacity at TIAA’s request. To the extent permitted by law, such indemnification could include judgments, fines, amounts paid in settlement, and expenses, including attorney’s fees. TIAA has in effect an insurance policy that will indemnify its trustees, officers, and employees for liabilities arising from certain forms of conduct.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to 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 31. Principal Underwriters

(a) TIAA-CREF Individual & Institutional Services, LLC acts as principal underwriter for Registrant, College Retirement Equities Fund, TIAA Real Estate Account, TIAA Separate Accounts VLI-1 and VLI-2, TIAA Separate Account VA-1, and TIAA Separate Account VA-3.

(b) Management

- 26 -


Name and Principal Business Address*				Positions and Offices with Underwriter
Ross Abbott				Manager, Chief Executive Officer, Chief Operating Officer, President
Raymond Bellucci James Deats				Manager, Senior Managing Director Manager
Derek Heaslip				Manager

Benjamin H. Lewis				Manager
Niladri Mukherjee Shankar Saravanan				Manager Manager, Vice President
Christopher Stickrod				Manager

Christopher A. Baraks				Vice President
Helen Barnhill				Director, Chief Legal Officer, Assistant Secretary
Adrian Bishop Christopher Beam				Compliance Officer Assistant Treasurer
Troy Burk				Chief Anti-Money Laundering & Sanctions Officer
Christopher J. Heald				Treasurer
Lisa Humphries				Chief Conflict of Interest Officer
Jeremy Intihar				Managing Director
Jennifer Mangano Jessica Martin				Chief Financial Officer Chief Risk Officer
Eric Poe				Managing Director
Megan Sendlak				Managing Director, Controller
Scott Weinstein				Senior Managing Director, Chief Compliance Officer
Jeanne Zelnick				Secretary

*	The address of each Manager and Officer is c/o TIAA-CREF Institutional and Individual Services, LLC, 730 Third Avenue, New York, NY 10017-3206

Item 32. 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 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262. In addition, certain duplicated records are maintained at Iron Mountain 22 Kimberly Road East Brunswick, NJ 08816, 64 Leone Lane, Chester, New York, 10918, 11333 East 53 Street, Denver, CO 80239; State Street Bank and Trust Company, 801 Pennsylvania, Kansas City, MO 64105; JPMorgan Chase Bank, 4 Chase Metrotech Center Brooklyn, NY 11245, and McCamish Systems LLC, Storage of Documents: Iron Mountain, 660 Distribution Drive, Atlanta, GA 30336, Storage of Electronic Data: Quality Technology Services, 300 Satellite Blvd, Suwanee, GA 30024.

Item 33. Management Services

Not Applicable.

Item 34. Fee Representation and Undertakings

- 27 -

Teachers Insurance and Annuity Association of America. (“TIAA”) hereby 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.

TIAA represents that the No-Action Letters issued by the Staff of the Division of Investment Management on November 28, 1988 to the American Council of Life Insurance and August 30, 2012 to ING Life Insurance Company are being relied upon, and that the terms of those No-Action positions have been complied with.

- 28 -

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, Teachers Insurance and Annuity Association of America certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Charlotte, and State of North Carolina on the 5th day of January 2026.


TIAA SEPARATE ACCOUNT VA-5 (Registrant) By: Teachers Insurance and Annuity Association of America

By:		/s/ Colbert Narcisse
Name: Colbert Narcisse
Title: Senior Executive Vice President, Chief Product and Business Development Officer and Principal Executive Officer


TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (Depositor)

By:		/s/ Colbert Narcisse
Name: Colbert Narcisse
Title: Senior Executive Vice President, Chief Product and Business Development Officer and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on January 5, 2026, in the capacities indicated.


		Signature						Title

		/s/ Colbert Narcisse Colbert Narcisse						Senior Executive Vice President, Chief Product and Business Development Officer and Principal Executive Officer

		/s/ Christopher Baraks						Senior Vice President and Chief Accounting Officer and Corporate
		Christopher Baraks						Controller, TIAA (Principal Financial Officer and Principal Accounting Officer)


		SIGNATURE OF TRUSTEE						SIGNATURE OF TRUSTEE
		*						*
		Priya Abani						Michael R. Fanning
		*						*
		Samuel R. Bright						Lisa W. Hess
		*						*
		Jason E. Brown						Edward M. Hundert
		*						*
		Jeffrey R. Brown						Gina L. Loften
		*						*
		Angel Cabrera						Ramona E. Romero
		*						*
		James R. Chambers						Kim M. Sharan
		*						*
		Thasunda Brown Duckett						La June Montgomery Tabron


								/s/ Aneal Krishnamurthy
								Aneal Krishnamurthy
								Attorney-in-fact


		*		Signed by Aneal Krishnamurthy as attorney-in-fact pursuant to powers of attorney effective as of December 10 - 11, 2025.

Exhibit Index


(k)

				Opinion and consent of Aneal Krishnamurthy, Esquire

ATTACHMENTS / EXHIBITS

OPINION AND CONSENT OF ANEAL KRISHNAMURTHY, ESQUIRE

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