Form 485BPOS TIAA Separate Account

January 5, 2026 5:15 PM EST

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

Registration File Nos. 333-292534 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. 61  

(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-C2-04Charlotte, 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. 333-292534) are incorporated herein by reference.

 

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PART C – OTHER INFORMATION

Item 27. Exhibits

 

(a)

Board of Directors Resolution

 

  A.

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)).

 

  B.

Unanimous Written Consent of the Board of Directors of TIAA-CREF Life Insurance Company dated September 12, 2025. (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, dated December 31, 2025 (File  No. 333-292534)).

 

  C.

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 filing of the Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292534)).

 

(b)

Custodian Agreements

None

 

(c)

Underwriting Contracts

 

  A.

Form of Principal Underwriter Distribution Agreement for TIAA Unit Investment Trust Separate Accounts dated December 31, 2025 (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292534)).

 

(d)

Contracts

 

  A.

Form of Lifetime Variable Select Contract (Incorporated by reference Previously filed as part of the Post-Effective Amendment No. 9 to this Registration Statement, on July 18, 2003.)

 

(e)

Applications

 

  A.

Form of Application for Lifetime Variable Select Contract (Incorporated by reference Previously filed as part of the Post-Effective Amendment No. 9 to this Registration Statement, on July  18, 2003.)

 

(f)

Depositor’s Certificate of Incorporation and By-Laws

 

  A.

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.)

 

  B.

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.

 

  A.

Participation/Distribution Agreement with TIAA-CREF Life Funds (Incorporated by reference to Pre-Effective Amendments Nos. 1 and 2 to the Registration on Form N-4, Registration, No. 333-61761 Filed December 7, 1998, and December 22, 1998, respectively.)

 

  B.

Amendment to Participation/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. 12 on N-4, Registration No. 333-61761 Filed May 1, 2006.)

 

  C.

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. 14 on Form N-4, Registration No. 333-61761 Filed April 22, 2008.)

 

(i)

Administrative Contracts

 

  A.

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, Registration No. 333-145064, Filed April 18, 2008).

 

(j)

Other Material Contracts

 

  A.

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. 14 on Form N-4, Registration No. 333-61761 Filed April 22, 2008.)

 

  B.

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.  14 on Form N-4, Registration No. 333-61761 Filed April 22, 2008.)

 

  C.

Agreement and Plan of Merger dated December 4, 2025. (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292534)).

 

(k)

Legal Opinion

 

  A.

Opinion and Consent of Aneal Krishnamurthy, Esquire*

 

(l)

Other Opinions

 

  A.

Consent of Willkie Farr & Gallagher (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292534)).

 

  B.

Consents of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292534)).

 

(m)

Omitted Financial Statements.

None

 

(n)

Initial Capital Agreements.

None

 

(o)

Form of Initial Summary Prospectus.

None

 

(p)

Power of Attorney

 

  A.

Trustees’ Powers of Attorney (Incorporated by reference to the initial filing of the Registration Statement on Form N-4, dated December 31, 2025 (File No. 333-292534)).

 

  (b)

Letter Regarding Change in Certifying Accountant

None

 

  (c)

Historical Current Limits on Index Gains

None

*Filed herewith.

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

   

Trustee

   

Michael R. Fanning

   

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

   

Richard S. Biegen

   

Senior Managing Director, Chief Compliance Officer of the Separate Account

   

 

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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

 

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.

 

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LOGO

 

 

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Exhibit A*

 

Entity Name

  

Jurisdiction of
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    DE    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.    DE    Operating Subsidiary    Nuveen, LLC    Member    100    A platform that manufactures custom, direct indexing products utilizing A.I.
Brooklyn Investment Group, LLC    DE    Operating Subsidiary    Brooklyn Artificial Intelligence, Inc.    Member    100    To act as a registered investment adviser.
CAM HR Resources LLC    DE    Operating Subsidiary    CAM HR Holdco LLC    Member    1    To act as an employing entity.
CAM HR Resources LLC    DE    Operating Subsidiary    Churchill Asset Management LLC    Managing Member    99    To act as an employing entity.
Churchill Agency Services LLC    DE    Operating Subsidiary    Churchill Asset Management LLC    Member    100    To act as administrative and collateral agent in connection with certain investments.
Churchill Asset Management LLC    DE    Operating Subsidiary    Nuveen Private Capital LLC    Member    100    To act as a registered investment adviser for loan investments.
Churchill DLC Advisor LLC    DE    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.

 

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GreenWood Resources Capital Management, LLC    DE    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    DE    Operating Subsidiary    Nuveen Natural Capital, LLC    Member    100    To act as an advisor and manager of timber and related investments.
Greenworks Lending LLC    DE    Operating Subsidiary    Nuveen CP LLC    Member    100    Origination of commercial property-assessed clean energy loans.
Gresham Investment Management LLC    DE    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    CA    Operating Subsidiary    Monterey Pacific, LLC    Member    100    Vineyard crop management
Monterey Pacific, LLC    DE    Operating Subsidiary    Westchester Group Investment Management, LLC    Member    100    Vineyard crop management.
MyVest Corporation    DE    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    DE    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 management company.

 

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Nuveen Alternatives Services LLC    DE    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    DE    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    DE    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    DE    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    DE    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.

 

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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    DE    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    DE    Operating Subsidiary    Teachers Insurance and Annuity Association of America    Member    99.99    Investment entity.

 

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Nuveen Opportunistic Strategies LLC    DE    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    DE    Operating Subsidiary    Nuveen Real Estate Global LLC    Member    100    To manage and advise legal entities.
Nuveen Services, LLC    DE    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    DE    Operating Subsidiary    Nuveen CP LLC    Member    100    Servicing activities related to loans.
Paths Building Services LLC    DE    Operating Subsidiary    Paths Management Services LLC    Member    100    This entity will employ property site level employees.
Paths Construction LLC    DE    Operating Subsidiary    Omni Holding Company LLC    Member    100    To serve as construction management operating company.
Paths Development LLC    DE    Operating Subsidiary    Omni Holding Company LLC    Member    100    To serve as development operating company.
Paths Management Services LLC    DE    Operating Subsidiary    Omni Holding Company LLC    Member    100    To manage and operate real property.
Paths RMS LLC    DE    Operating Subsidiary    Omni Holding Company LLC    Member    100    To serve as maintenance operating company.
Permian Investor Asset Manager LLC    DE    Operating Subsidiary    Nuveen Permian Investor Asset Manager Member LLC    Member    50    To hold real estate.
Plata Wine Partners, LLC    CA    Operating Subsidiary    The Plata Wine Partners Trust    Member    87    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    DE    Operating Subsidiary    Omni Holding Company LLC    Member    100    To serve as safety operating company.
Santa Barbara Asset Management, LLC    DE    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

 

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Symphony Alternative Asset Management LLC    DE    Operating Subsidiary    Nuveen Asset Management, LLC    Member    100    To act as an asset manager of CLO products.
Teachers Advisors, LLC    DE    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    99    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    1    To provide certain information technology related services and other support services.
TIAA Kaspick, LLC    DE    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    NC    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    DE    Operating Subsidiary    Teachers Insurance and Annuity Association of America    Member    100    A registered investment advisor offering investment management services.

 

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TIAA-CREF Individual & Institutional Services, LLC    DE    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    DE    Operating Subsidiary    TIAA RFS, LLC    Managing Member    100    To offer insurance services and products.
TIAA-CREF Investment Management, LLC    DE    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    NY    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.    DE    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.

 

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Westchester Group Farm Management, LLC    IL    Operating Subsidiary    Westchester Group Investment Management, LLC    Member    100    Investment entity.
Westchester Group Investment Management, LLC    DE    Operating Subsidiary    Nuveen Natural Capital, LLC    Member    100    Investment entity.
Westchester Group Real Estate, LLC    IL    Operating Subsidiary    Westchester Group Investment Management, LLC    Member    100    To provide brokerage services related to agricultural investments.
Westchester NGFF Investment, LLC    DE    Operating Subsidiary    Westchester Group Investment Management, LLC    Member    100    Investment entity.
Winslow Capital Management, LLC    DE    Operating Subsidiary    Nuveen WCM Holdings, LLC    Member    100    U.S. Securities and Exchange Commission registered investment adviser.

 

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* 

  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-3 and TIAA Separate Account VA-1.

(b) Management

 

Name and Principal Business Address*

 

  

   Positions and Offices with Underwriter
  
  

Ross Abbott

    

Manager, Chief Executive Officer, Chief Operating Officer, President

Raymond Bellucci

     Manager, Senior Managing Director

 

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James Deats

     Manager

Derek Heaslip

     Manager

Benjamin H. Lewis

     Manager

Niladri Mukherjee

     Manager

Shankar Saravanan

     Manager, Vice President

Christopher Stickrod

     Manager

Christopher A. Baraks

     Vice President

Helen Barnhill

     Director, Chief Legal Officer, Assistant Secretary

Christopher Beam

     Assistant Treasurer

Adrian Bishop

     Compliance Officer

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

     Chief Financial Officer

Jessica Martin

     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

(c) Not Applicable.

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 Date: Quality Technology Services, 300 Satellite Blvd, Suwanee, GA 30024.

Item 33.  Management Services

Not Applicable.

Item 34.  Fee Representation and Undertakings

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

 

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ING Life Insurance Company are being relied upon, and that the terms of those No-Action positions have been complied with.

 

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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.

 


ATTACHMENTS / EXHIBITS

OPINION AND CONSENT OF ANEAL KRISHNAMURTHY, ESQUIRE



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