Form 485BPOS TIAA Separate Account
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E-mailAs filed with the Securities and Exchange Commission on January 5, 2026
Registration File Nos. 333-292537 and 811-10393
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
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. 42 | ☒ |
(Check appropriate box or boxes.)
TIAA Separate Account VLI-1
(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-6 (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. 333-292537) are incorporated herein by reference.
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PART C – OTHER INFORMATION
Item 30. Exhibits
| (a) Board of Directors Resolution. | ||
| (1) Resolution of the Board of Directors of TIAA-CREF Life Insurance Company establishing TIAA-CREF Life Separate Account VLI-1. (1) | ||
| (2) Unanimous Written Consent of the Board of Directors of TIAA-CREF Life Insurance Company dated September 12, 2025. (28) | ||
| (3) Resolutions of the Board of Trustees of Teachers Insurance and Annuity Association of America approving the Separate Account transfer dated July 10, 2025. (28) | ||
| (b) Custodian Agreements. | ||
| (1) Form of Domestic Custody Agreement between TIAA-CREF Life Insurance Company on behalf of TIAA-CREF Life Separate Account VLI-1 and JPMorgan Chase Bank, N.A. (9) | ||
| (c) Underwriting Contracts. | ||
| (1) Form of Principal Underwriter Distribution Agreement for TIAA Unit Investment Trust Separate Accounts dated December 31, 2025 (28) | ||
| (d) Contracts. | ||
| (1) (a) Flexible Premium Variable Universal Life Insurance Policy. (2) | ||
| (b) Automatic Increase Rider. (2) | ||
| (c) Four Year Level Term Insurance Rider. (2) | ||
| (d) Guaranteed Minimum Death Benefit Rider. (2) | ||
| (e) Waiver of Monthly Charges Rider. (2) | ||
| (f) Aviation Limitation Endorsement. (2) | ||
| (2) (a) Last Survivor Flexible Premium Variable Universal Life Insurance Policy. (2) | ||
| (b) Last Survivor Automatic Increase Rider. (2) | ||
| (c) Last Survivor Four-year Level Term Insurance Rider. (2) | ||
| (d) Last Survivor Guaranteed Minimum Death Benefit Rider. (2) | ||
| (e) Last Survivor Policy Split Option. (2) | ||
| (f) Last Survivor Single Life Level Term Insurance Rider. (2) | ||
| (g) Last Survivor Aviation Limitation Endorsement. (2) | ||
| (h) Last Survivor 2015 Policy Split Option Endorsement. (22) | ||
| (3) (a) Form of Intelligent Life Flexible Premium Variable Universal Life Insurance Policy. (5) | ||
| (b) Waiver of Monthly Charges Rider (for Intelligent Life Policy). (5) | ||
| (c) Level Cost of Insurance Endorsement (for Intelligent Life Policy). (5) | ||
| (d) Policy Change Endorsement (for Intelligent Life Policy). (5) | ||
| (e) Charitable Giving Benefit Rider. (19) | ||
| (f) Amended Form of Intelligent Life Flexible Premium Variable Universal Life Insurance Policy. (9) | ||
| (g) Overloan Protection Endorsement (for Intelligent Life Policy). (10) | ||
| (e) Applications. | ||
| (1) Form of Application. (2) | ||
| (2) Form of Application - Multi-line. (19) | ||
| (3) Form of Application For Term Conversion. (23) | ||
| (f) Depositor’s Certificate of Incorporation and By-Laws. | ||
| (1) Restated Charter of Teachers Insurance and Annuity Association of America (as amended). (26) | ||
| (2) Bylaws of Teachers Insurance and Annuity Association of America (as amended). (27) | ||
| (g) Reinsurance Contracts. | ||
| (1) Reinsurance Agreement effective March 1, 2006 between Swiss Re Life & Health America Inc. and TIAA-CREF Life Insurance Company. (8) | ||
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| (2) Reinsurance Agreement effective March 1, 2006 between Munich American Reassurance Company and TIAA-CREF Life Insurance Company. (8) |
| (h) Participation Agreements. |
| (1) Form of Participation/Distribution Agreement with TIAA-CREF Life Funds. (2) |
| (2) 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. (4) |
| (3) Form of Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Institutional Shares. (5) |
| (4) Form of Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Service Shares. (5) |
| (5) Form of Participation Agreement among TIAA-CREF Life, Calamos Advisors Trust, Calamos Advisors LLC, and Calamos Financial Services LLC with respect to Institutional Shares. (5) |
| (6) Form of Participation Agreement among TIAA-CREF Life, Credit Suisse Trust, Credit Suisse Asset Management, LLC, and Credit Suisse Asset Management Securities, Inc. (5) |
| (7) Form of Participation Agreement among TIAA-CREF Life, Teachers Personal Investors Services, Inc., Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. (5) |
| (8) Form of Participation Agreement among TIAA-CREF Life, MFS Variable Insurance Trust, and Massachusetts Financial Services Company. (5) |
| (9) Form of Participation Agreement among TIAA-CREF Life, Neuberger Berman Advisers Management Trust, and Neuberger Berman Management Inc. (5) |
| (10) Form of Participation Agreement among TIAA-CREF Life, PIMCO Variable Insurance Trust, and Allianz Global Investors Services Credit Suisse Asset Management, LLC, and Credit Suisse Asset Management Distributors LLC. (5) |
| (11) Form of Participation Agreement among TIAA-CREF Life, Royce & Associates, LLC, and Royce Capital Fund. (5) |
| (12) Form of Participation Agreement among TIAA-CREF Life, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P. (5) |
| (13) Form of Participation Agreement among TIAA-CREF Life, Salomon Brothers Variable Series Fund Inc., and Legg Mason Investor Services, LLC. (5) |
| (14) Form of Participation Agreement among TIAA-CREF Life, Greenwich Street Series Fund, and Legg Mason Investor Services, LLC. (5) |
| (15) Form of Participation Agreement among TIAA-CREF Life, Columbia Wanger Asset Management, LLP, Columbia Management Distributors, Inc., and Wanger Advisors Trust. (5) |
| (16) Form of Participation Agreement among TIAA-CREF Life, WM Variable Trust, and WM Funds Distributor, Inc. (5) |
| (17) Form of Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC. (5) |
| (18) 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. (7) |
| (19) Form of Participation Agreement between Principal Variable Contracts Fund, Inc., Principal Funds Distributor Inc. and TIAA Life Insurance Company. (8) |
| (20) Form of Amendment to Fund Participation Agreement between Calamos Financial Services LLC and TIAA-CREF Life Insurance Company. (8) |
| (21) 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. (8) |
| (22) Form of Amendment to Participation Agreement by and among Legg Mason Investors Services, LLC, Legg Partners Variable Equity Trust, and TIAA-CREF Life Insurance Company and TIAA-CREF Life Insurance Company. (8) |
| (23) Form of Amendment to Participation Agreement by and among Legg Mason Investors Services, LLC, Legg Partners Variable Equity Trust, and TIAA-CREF Life Insurance Company and TIAA-CREF Life Insurance Company. (8) |
| (24) 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. (8) |
| (25) Form of Fund/SERV and Networking Supplement to Participation Agreement by and among MFS Variable Insurance Trust and Massachusetts Financial Services Company. (8) |
| (26) Form of Shareholder Information Agreement between Credit Suisse Asset Management Securities, Inc. and TIAA-CREF Life Insurance Company. (8) |
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| (27) Form of Shareholder Information Agreement between Delaware Service Company, Inc. Securities, Inc. and TIAA-CREF Life Insurance Company. (8) |
| (28) Form of Shareholder Information Agreement between Neuberger Berman Management Inc. and TIAA-CREF Life Insurance Company. (8) |
| (29) Form of Shareholder Information Agreement between Prudential Investment Management Services LLC and TIAA-CREF Life Insurance Company. (8) |
| (30) Form of Shareholder Information Agreement between Royce Fund Services, Inc. and TIAA-CREF. (8) |
| (31) Form of Shareholder Information Agreement between Teachers Personal Investors Services, Inc. and TIAA-CREF Life Insurance Company. (6) |
| (32) Form of Shareholder Information Agreement between MFS Fund Distributors, Inc. and TIAA-CREF Life Insurance Company. (8) |
| (33) Form of Shareholder Information Agreement between Allianz Global Investors Distributors LLC and TIAA-CREF Life Insurance Company. (8) |
| (34) Form Shareholder Information Agreement between Franklin Templeton Franklin/Templeton Distributors, Inc. and TIAA-CREF Life Insurance Company. (8) |
| (35) Form of Amendment to Administrative Services Agreement by and among Legg Mason Investors Services, LLC and TIAA-CREF Life Insurance Company. (8) |
| (36) Form of Amendment to Administrative Services Agreement by and among Legg Mason Investors Services, LLC and TIAA-CREF Life Insurance Company. (8) |
| (37) Form of Distribution and Administrative Service Agreement between Neuberger Management Inc and TIAA-CREF Life Insurance Company. (8) |
| (38) Form of Administrative Services Agreement between Columbia Management Distributors, Inc. and TIAA-CREF Life Insurance Company. (8) |
| (39) Form of Administrative Services Agreement between Credit Suisse Asset Management, LLC and TIAA-CREF Life Insurance Company. (8) |
| (40) Form of Administrative Services Agreement by and between Franklin Templeton Services, LLC, and TIAA-CREF Life Insurance Company. (8) |
| (41) Form of Administrative Services Agreement between Legg Mason Investor Services, LLC and TIAA-CREF Life Insurance Company. (8) |
| (42) Form of Administrative Services Agreement between Janus Capital Management LLC and TIAA-CREF Life Insurance Company. (8) |
| (43) Form of Distribution and Shareholder Services Agreement between Janus Distributors LLC and TIAA-CREF Life Insurance Company. (8) |
| (44) Form of Indemnification Agreement between Massachusetts Financial Services Company and TIAA-CREF Life Insurance Company. (8) |
| (45) Form of AMT Distribution and Administrative Services Agreement between Neuberger Berman Management Inc. and TIAA-CREF Life Insurance Company. (8) |
| (46) Form of Participation Agreement among TIAA-CREF Life, ING Investors Trust, and ING Funds Distributor, LLC with respect to institutional shares. (10) |
| (47) Investment Advisory Agreement between TIAA-CREF Life Funds and Teachers Advisors, Inc. (10) |
| (48) Administrative Services Agreement between TIAA-CREF Life Funds and Teachers Advisors, Inc. (10) |
| (49) Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company. (12) |
| (50) Participation Agreement by and among DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (15) |
| (51) 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. (16) |
| (52) Amendment to Fund Participation Agreement between ING Investors Trust, ING Investments Distributor, LLC, and TIAA-CREF Life Insurance Company. (16) |
| (53) Amendment to Fund Participation Agreement between T. Rowe Price Associates, Inc. and TIAA-CREF Life Insurance Company. (16) |
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| (54) 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. (16) |
| (55) 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. (17) |
| (56) Amendment to Fund Participation Agreement between DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (17) |
| (57) Amendment to Fund Participation Agreement between PIMCO Variable Insurance Trust and PIMCO Investments LLC and TIAA-CREF Life Insurance Company. (17) |
| (58) Participation Agreement among the RBB Fund, Inc., Matson Money, Inc., Foreside Funds Distributors LLC, and TIAA-CREF Life Insurance Company (18) |
| (59) Participation Agreement among TIAA-CREF Life Funds, Teachers Personal Investors Services, Inc., Teachers Advisors, Inc. and TIAA-CREF Life Insurance Company (18) |
| (60) Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, and TIAA-CREF Life Insurance Company. (20) |
| (61) Amendment to Fund Participation Agreement among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation, and TIAA-CREF Life Insurance Company. (20) |
| (62) 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. (20) |
| (63) Amendment to Fund Participation Agreement among MFS Variable Insurance Trust, Massachusetts Financial Services Company and TIAA-CREF Life Insurance Company. (20) |
| (64) Amendment to Fund Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, and TIAA-CREF Life Insurance Company (22) |
| (65) Amendment to Fund Participation Agreement by and among DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company (23) |
| (66) 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 (23) |
| (67) Amendment to Fund Participation Agreement by and among Neuberger Berman Advisors Management Trust, Neuberger Investment Advisers LLC, and TIAA-CREF Life Insurance Company. (25) |
| (i) Administrative Contracts. | ||
| (1) Form of Administrative Services Agreement by and between McCamish Systems, LLC and Teachers Insurance and Annuity Association of America. (9) |
| (2) 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. (9) |
| (3) Amendment to the Master Services Agreement dated as of November 3, 2010, by and among, on the one hand, Infosys Limited, Infosys BPM Limited, and Infosys McCamish Systems LLC, and, on the other hand, Teachers Insurance and Annuity Association of America, entered into as of August 1, 2018. (25) |
| (j) Other Material Contracts | ||
| (1) Agreement and Plan of Merger dated December 4, 2025. (28) | ||
| (k) Legal Opinion
| ||
| (l) Actuarial Opinion
Not Applicable. | ||
| (m) Calculation
Not Applicable. | ||
| (n) Other Opinions | ||
| (1) Consents of Willkie Farr & Gallagher LLP (28)
(2) Consents of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (28) | ||
| (o) Omitted Financial Statements
Not Applicable. | ||
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| (p) Initial Capital Agreements
Not Applicable. | ||
| (q) Redeemability Exemption. | ||
| (1) Description of Issuance, Transfer and Redemption Procedures For Individual and Last Survivor Flexible Premium Variable Universal Life Insurance Policies Issued by TIAA-CREF Life. (2) | ||
| (2) Description of Issuance, Transfer and Redemption Procedures For Intelligent Life Individual Flexible Premium Variable Universal Life Insurance Policies Issued by TIAA-CREF Life. (8) | ||
| (3) Amended and Restated Description of Issuance, Transfer, and Redemption Procedures for Individual and Last Survivor Flexible Premium Variable Universal Life Insurance Policies Issued by TIAA-CREF Life Insurance Company. (7) | ||
| (4) Amended and Restated Description of Issuance, Transfer, and Redemption Procedures for Intelligent Life Individual (Intelligent Life VUL) and Last Survivor (Intelligent Life Survivorship VUL) Flexible Premium Variable Universal Life Insurance Policies Issued by TIAA-CREF Life Insurance Company. (14) | ||
| (5) Amendment to Description Of Issuance, Transfer And Redemption Procedures for Intelligent Life Individual and Intelligent Life Last Survivor Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (19) | ||
| (6) Amendment to Description Of Issuance, Transfer And Redemption Procedures for Intelligent Life Individual Flexible Premium Variable Universal Life Insurance and Intelligent Life Last Survivor Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (20) | ||
| (7) Amendment to Description Of Issuance, Transfer And Redemption Procedures for Intelligent Life Individual Flexible Premium Variable Universal Life Insurance and Intelligent Life Last Survivor Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (22) | ||
| (8) Amendment to Description Of Issuance, Transfer And Redemption Procedures for Intelligent Life Individual Flexible Premium Variable Universal Life Insurance and Intelligent Life Last Survivor Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (23) | ||
| (9) Amendment to Description Of Issuance, Transfer And Redemption Procedures for Intelligent Life Individual Flexible Premium Variable Universal Life Insurance and Intelligent Life Last Survivor Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (25) | ||
| (r) Powers of Attorney | ||
| Trustees Powers of Attorney (28) | ||
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|
| ||
| (28) Incorporated by reference to the initial Registration Statement on Form N-6, dated December 31, 2025 (File No. 333-292537). | ||
| * | Filed herewith. |
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Item 31. Directors and Officers of the Depositor
| Name and Principal Business Address* |
|
Positions and Offices with Depositor | ||
| 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 | |||
| 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 |
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Item 32. 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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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 |
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| management company. | ||||||||||||
| 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. |
- 12 -
| 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 |
- 13 -
| 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. |
- 14 -
| 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. |
- 15 -
| 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. |
| * | 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 33. 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 34. Principal Underwriters
- 16 -
(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-2, TIAA Separate Account VA-1, TIAA Separate Account VA-3, and TIAA Separate Account VA-5.
(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 | |||
| 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 35. 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 36. Management Services
Not Applicable.
- 17 -
Item 37. Fee Representation and Undertakings
Teachers Insurance and Annuity Association of America. (“TIAA”) hereby represents that the fees and charges deducted under the Policies, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by TIAA.
- 18 -
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 VLI-1 (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 |
Senior Executive Vice President, Chief Product and Business Development Officer and Principal Executive Officer | |||
| Colbert Narcisse | ||||
| /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. |
19
ATTACHMENTS / EXHIBITS
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