Form 485BPOS TIAA Separate Account

January 5, 2026 5:18 PM EST

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

Registration File Nos. 333-292539 and 811-22659

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. 23   ☒

(Check appropriate box or boxes.)

TIAA Separate Account VLI-2

(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. 333-292539) are incorporated herein by reference.

 

 

- 2 -

PART C – OTHER INFORMATION

Item 30. Exhibits

 

(a)

(1) Board of Directors Resolution establishing TIAA-CREF Life Separate Account VLI-2. (1)

(2) Unanimous Written Consent of the Board of Directors of TIAA-CREF Life Insurance Company dated September 12, 2025. (21)

(3) Resolutions of the Board of Trustees of Teachers Insurance and Annuity Association of America approving the Separate Account transfer dated July 10, 2025. (21)

 

(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. (2)

 

(c)

Underwriting Contracts.

 

  (1)

Form of Principal Underwriter Distribution Agreement for the TIAA Unit Investment Trust Separate Accounts dated December 31, 2025. (21)

 

(d)

Contracts.

(1) (a) Flexible Premium Variable Universal Life Insurance Policy (1)

(b) Enhanced Cash Value Rider (1)

(c) Long Term Accumulation Rider (1)

(d) Waiver of Monthly Charges Rider (1)

(e) Aviation Limitation Endorsement (1)

(f) Overloan Protection Endorsement (1)

 

(e)

Applications.

 

  (1)

Form of Application (11)

 

  (2)

Next Gen M Simplified Underwriting Application (14)

 

- 1 -

  (3)

M Guaranteed Issue Application (16)

 

(f)

Depositor’s Certificate of Incorporation and By-Laws.

 

  (1)

Restated Charter of Teachers Insurance and Annuity Association of America (as amended). (19)

 

  (2)

Bylaws of Teachers Insurance and Annuity Association of America (as amended). (20)

 

(g)

Reinsurance Contracts.

 

(h)

Participation Agreements.

 

  (1)

Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company. (4)

 

  (2)

Participation Agreement by and among DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (6).

 

  (3)

Participation Agreement between Vanguard Variable Insurance Fund, and the Vanguard Group, Inc, and Vanguard Marketing Corporation, and TIAA-CREF Life Insurance Company. (6).

 

  (4)

M Fund, Inc. Participation Agreement with TIAA-CREF Life Insurance Company. (5)

 

  (5)

Amendment to Participation Agreement among TIAA-CREF Life, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated March 1, 2012. (5)

 

  (6)

Amendment to Participation Agreement among TIAA-CREF Life, ING Investors Trust, and ING Funds Distributor, LLC with respect to institutional shares, dated March 1, 2012. (5)

 

  (7)

Amendment to Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Institutional Shares, dated March 19, 2012. (5)

 

- 2 -

  (8)

Amendment to Participation Agreement among TIAA-CREF Life, Neuberger Berman Advisers Management Trust, and Neuberger Berman Management, Inc., dated March 7, 2012. (5)

 

  (9)

Amendment to Participation Agreement among TIAA-CREF Life, PIMCO Variable Insurance Trust, and PIMCO Investments LLC, dated February 29, 2012. (5)

 

  (10)

Amendment to Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC, March 1, 2012. (5)

 

  (11)

Amendment to Participation Agreement between Principal Variable Contracts Fund, Inc., Principal Funds Distributor Inc. and TIAA-CREF Life Insurance Company, dated as of February 29, 2012. (5)

 

  (12)

Amendment to Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company dated March 23, 2012. (5)

 

  (13)

Amendment No. 3 to Administrative Services Agreement between Franklin Templeton Services, LLC and TIAA-CREF Life Insurance Company dated April 9, 2012. (5)

 

  (14)

Amendment to Participation Agreement among TIAA-CREF Life, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P. (7)

 

  (15)

Amendment to Participation Agreement among TIAA-CREF Life, Neuberger Berman Advisers Management Trust, and Neuberger Berman Management, Inc. (7)

 

  (16)

Amendment to Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC. (7)

 

  (17)

Amendment to Participation Agreement between Principal Variable Contracts Fund, Inc., Principal Funds Distributor Inc. and TIAA-CREF Life Insurance Company. (7)

 

- 3 -

  (18)

Amendment to Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company. (7)

 

  (19)

Amendment to Participation Agreement by and among DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (7)

 

  (20)

Amendment to Participation Agreement between Vanguard Variable Insurance Fund, and the Vanguard Group, Inc, and Vanguard Marketing Corporation, and TIAA-CREF Life Insurance Company. (7)

 

  (21)

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. (8)

 

  (22)

Amendment to Fund Participation Agreement between ING Investors Trust, ING Investments Distributor, LLC, and TIAA-CREF Life Insurance Company. (8)

 

  (23)

Amendment to Fund Participation Agreement between T. Rowe Price Associates, Inc. and TIAA-CREF Life Insurance Company. (8)

 

  (24)

Amendment to Fund Participation Agreement between M Financial Advisers, Inc., M Holdings Securities, Inc., and TIAA-CREF Life Insurance Company. (8)

 

  (25)

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. (8)

 

  (26)

Amendment to Fund Participation Agreement between DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (9)

 

  (27)

Participation Agreement among TIAA-CREF Life Funds, Teachers Personal Investors Services, Inc., Teachers Advisors, Inc. and TIAA-CREF Life Insurance Company. (10)

 

- 4 -

  (28)

Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, and TIAA-CREF Life Insurance Company. (12)

 

  (29)

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. (12)

 

  (30)

Amendment to Fund Participation Agreement among Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P, Inc. and TIAA-CREF Life Insurance Company. (12)

 

  (31)

Amendment to Fund Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, and TIAA-CREF Life Insurance Company (14)

 

  (32)

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. (15)

 

  (33)

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. (15)

 

  (34)

Amendment to Fund Participation Agreement by and among Neuberger Berman Advisors Management Trust, Neuberger Investment Advisers LLC, and TIAA-CREF Life Insurance Company. (18)

 

(i)

Administrative Contracts.

 

  (1)

Form of Administrative Services Agreement by and between McCamish Systems, LLC and Teachers Insurance and

Annuity Association of America. (2)

 

- 5 -

  (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. (2)

 

  (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. (18)

 

(j)

Other Material Contracts.

 

  (1)

Agreement and Plan of Merger dated December 4, 2025. (21)

 

(k)

Legal Opinion.

 

  (1)

Opinion and Consent of Aneal Krishnamurthy, Esquire*

 

(l)

Actuarial Opinion. Not Applicable.

 

(m)

Calculation. Not Applicable.

 

(n)

Other Opinions.

 

  (1)

Consent of Willkie Farr & Gallagher LLP (21)

 

  (2)

Consents of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (21)

 

(o)

Omitted Financial Statements. Not Applicable.

 

(p)

Initial Capital Agreements. Not Applicable.

 

(q)

Transfer and Redemption Procedures pursuant to Rule 6e-3(T)(b)(12)(iii). (To be incorporated by pre-effective amendment.)

 

  (1)

Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (5)

 

  (2)

Amendment to Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible

Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (11)

 

- 6 -

  (3)

Amendment to Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (12)

 

  (4)

Amendment to Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (14)

 

(r)

Powers of Attorney

 

  (1)

Trustees Powers of Attorney (21)

 

(1)

Incorporated by reference to the Registration Statement on Form N-6, filed on January 31, 2012 (File Nos 333-179272 and 811-22659).

 

(2)

Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6, filed on May 1, 2008 (File Nos 333-128699 and 811-10393).

 

(3)

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).

 

(4)

Incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, filed on April 23, 2012 (File Nos 333-145064 and 811-08963).

 

(5)

Incorporated by reference to the Registration Statement on Form N-6, filed on April 24, 2012 (File Nos 333-179272 and 811-22659).

 

(6)

Incorporated by reference to the Registration Statement on Form N-6, filed on August 3, 2012 (File Nos 333-183060 and 811-22659).

 

- 7 -

(7)

Incorporated by reference to the Registration Statement on Form N-6, filed on October 25, 2012 (File Nos 333-183060 and 811-22659).

 

(8)

Incorporated by reference to the Registration Statement on Form N-6, filed on April 24, 2013 (File Nos 333-179272 and 811-22659).

 

(9)

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).

 

 

(10)

Incorporated by reference to the Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, filed on February  27, 2014 (File Nos 333-145064 and 811-08963).

 

(11)

Incorporated by reference to the Post-Effective Amendment No. 9 to the Registration Statement of form N-6, filed on April 18, 2014 (File Nos 333-179272 and 811-22659).

 

 

(12)

Incorporated by reference to the Post-Effective Amendment No. 11 to the Registration Statement of form N-6, filed on April 28, 2015 (File Nos 333-179272 and 811-22659).

 

(13)

Incorporated by reference to the Registration Statement on Form S-1 filed on March 23, 2016 (File No 333-210342).

 

 

(14)

Incorporated by reference to the Post-Effective Amendment No. 11 to the Registration Statement of form N-6, filed on April 27, 2016 (File Nos 333-179272 and 811-22659).

 

(15)

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).

 

(16)

Incorporated by reference to the Post-Effective Amendment No. 9 to the Registration Statement on Form N-6, filed on April 27, 2018 (File Nos 333-179272 and 811-22659).

 

(17)

Incorporated by reference to the Registration Statement on Form N-6, filed on February 28, 2019 (File Nos. 333-229945 and 811-10393).

 

(18)

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).

 

(19)

Incorporated by Reference to Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, filed April 25, 2016 (File No. 333-134820).

 

(20)

Incorporated by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, filed April 24, 2015 (File No. 333-134820).

 

(21)

Incorporated by reference to the initial Registration Statement on Form N-6, dated December 31, 2025 (File No. 333-292539).

 

*

Filed Herewith

 

- 8 -

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

 

- 9 -

*The principal business address for each individual is:

TIAA

730 Third Avenue

New York, New York 10017-3206

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.

 

LOGO

 

- 10 -

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.

 

- 11 -

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.

 

- 12 -

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.

 

- 13 -

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.

 

- 14 -

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

 

- 15 -

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.

 

- 16 -

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.

 

- 17 -

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

(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, TIAA Separate Account VA-1, TIAA Separate Account VA-3, and TIAA Separate Account VA-5.

 

- 18 -

(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

Ross Abbott

      Chief Operating Officer

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

Item 36.  Management Services

 

- 19 -

Not Applicable.

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.

 

 

- 20 -

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-2

(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

Christopher Baraks

    Senior Vice President and Chief Accounting Officer and Corporate
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.

 

- 21 -

ATTACHMENTS / EXHIBITS

OPINION AND CONSENT OF ANEAL KRISHNAMUTHY, ESQUIRE

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