Form 485BPOS TIAA SEPARATE ACCOUNT

October 30, 2026 1:14 PM EDT
0001364783falseVanguard® International Core Stock Fund (Admiral Shares)Cohen & Steers Institutional Realty Shares (Institutional Class)A Level P Contract will have the lowest minimum Annual Base Contract Fee and a Level 4 Contract will have the highest maximum Annual Base Contract Fee.As a percentage of average Accumulation. The contractual maximum fee is 2.00%.As a percentage of fund assets (after contractual fee waiver/expense reimbursements, if applicable).There is no charge for any elected optional benefit under your Contract.No, the Contract does not impose a transfer charge but the Underlying Funds may impose transfer fees. Further, loan fees may apply if your employer’s plan provides for loans and you request one.A Retirement Plan Loan includes a $75 one-time origination fee or $125 for a residential loan and a $25 annual maintenance fee.We do not charge an annual account fee nor a fee for optional benefits. However, the Base Contract Expenses include an administrative expense charge.We do not charge an annual account fee nor a fee for optional benefits. However, the Base Contract Expenses include an administrative expense chargeCertain funds’ expenses in this table are subject to a fee waiver or an expense reimbursement arrangement. Please see, “Appendix A—Funds available under the Contract” below for additional information. 0001364783 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelPMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelOneMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelTwoMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelThreeMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelFourMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LoanOriginationFeeMember ck0001364783:LevelPMember 2026-11-02 2026-11-02 0001364783 ck0001364783:AnnualMaintenanceFeeMember ck0001364783:LevelTwoMember 2026-11-02 2026-11-02 0001364783 ck0001364783:AnnualMaintenanceFeeMember ck0001364783:LevelThreeMember 2026-11-02 2026-11-02 0001364783 ck0001364783:AnnualMaintenanceFeeMember ck0001364783:LevelFourMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LoanOriginationFeeMember ck0001364783:LevelOneMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LoanOriginationFeeMember ck0001364783:LevelTwoMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LoanOriginationFeeMember ck0001364783:LevelThreeMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LoanOriginationFeeMember ck0001364783:LevelFourMember 2026-11-02 2026-11-02 0001364783 ck0001364783:AnnualMaintenanceFeeMember ck0001364783:LevelPMember 2026-11-02 2026-11-02 0001364783 ck0001364783:AnnualMaintenanceFeeMember ck0001364783:LevelOneMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelPMember ck0001364783:PayoutAnnuityExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelOneMember ck0001364783:PayoutAnnuityExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelTwoMember ck0001364783:PayoutAnnuityExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelFourMember ck0001364783:AccumulationExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelThreeMember ck0001364783:PayoutAnnuityExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelFourMember ck0001364783:PayoutAnnuityExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelPMember ck0001364783:AccumulationExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelOneMember ck0001364783:AccumulationExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelTwoMember ck0001364783:AccumulationExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:LevelThreeMember ck0001364783:AccumulationExpensesMember 2026-11-02 2026-11-02 0001364783 ck0001364783:BeforeContractualFeeWaiverExpenseReimbursementsMember 2026-11-02 2026-11-02 0001364783 ck0001364783:AfterContractualFeeWaiverExpenseReimbursementsMember 2026-11-02 2026-11-02 0001364783 ck0001364783:C000032692Member 2026-11-02 2026-11-02 0001364783 ck0001364783:C000214946Member 2026-11-02 2026-11-02 xbrli:pure iso4217:USD
As filed with the Securities and Exchange Commission on October 30, 2026
Registration File Nos. 333-134820 and 811-21907
 
 
 
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. 29
    ☒
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 30
    ☒
(Check appropriate box or boxes.)
TIAA Separate Account VA-3
(Exact Name of Registered Separate Account)
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:
Judy Bartlett,
Esquire
   
Harry Eisenstein, Esquire
Carlton Fields, P.A.
Teachers Insurance and Annuity Association of America
730 Third Avenue
   
1625 Eye Street, N.W., Suite 800
New York, New York 10017
   
Washington, D.C. 20006
 
 
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate box)
☐
immediately upon filing pursuant to paragraph (b) of Rule 485
☒
on November 2, 2026, pursuant to paragraph (b) of Rule 485
☐
60 days after filing pursuant to paragraph (a)(1) of Rule 485
☐
on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
☐
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Check each box that appropriately characterizes the Registrant:
☐
New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing)
☐
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))
☐
If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act
☐
Insurance Company relying on Rule 12h-7 under the Exchange Act
☐
Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)
Title & Securities Being Registered:           Interests in a separate account funding variable annuity contracts.
 
 
 
EXPLANATORY NOTE
This Post-Effective Amendment No. 29 is being filed to Form N-4 Registration Sta
te
ment No. 333-134820 (“Registration Statement”) of Teachers Insurance and Annuity Association of America (“TIAA”) and TIAA Separate Account VA-3 for the purpose of including in the Registration Statement the additions/modifications reflected in the Supplement and Part C.
This Post-Effective Amendment No. 29 incorporates by reference the information contained in the Prospectus and Statement of Additional Information of Post-Effective Amendment No. 26 filed on April 28, 2026.
 
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Supplement dated
November 2, 2026
To the Prospectus (“Prospectus”) Dated May 1, 2026
for
TIAA Access
Issued Through
TIAA Separate Account VA-3
By Teachers Insurance and Annuity Association of America (“TIAA”)
Individual and Group Variable Flexible Premium Deferred Variable Annuity Contracts
This supplement updates certain information contained in the above-referenced Prospectus for your contract issued by TIAA. Please read this supplement and keep it together with your prospectuses for future reference. Capitalized terms have the same meaning as those included in the prospectuses.
(A) New Pricing Level for Plans:
Effective November 2, 2026, a new pricing level, Level P, is being added to the Contract. Level P Contracts, which have the lowest level of Contract expenses, are being offered to plans with $5,000,000,000 or more in assets under
administration with TIAA. In addition, the thresholds for Levels 1, 2, 3 and 4 are based on a contract owner’s total assets under administration with TIAA.
(B) Merger of Affiliated Investment Advisers:
Teachers Advisors, LLC merged into Nuveen Asset Management, LLC (“Nuveen Asset Management”) following an internal reorganization. On August 1, 2026, Nuveen Fund Advisors, LLC, selected Nuveen Asset Management to
sub-advise
the investments of the Nuveen Funds.
(C) Change in Underlying Fund Current Expenses:
The maximum annual fund expenses (after contractual fee waiver/expenses reimbursements) have been reduced from 1.10% to 1.06%.
(D) New Funds Added to the Platform:
The Cohen & Steers Institutional Realty Shares and Vanguard International Core Stock Funds are being added to the platform.
(E) Income Test Drive:
The Income Test Drive will be suspended and temporarily discontinued, effective December 31, 2026, until further notice. As of that date, TIAA will no longer accept new elections of the Income Test Drive or permit withdrawal payments to contract owners thereunder.
 
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(
F) Prospectus Updates:
As a result of the addition of the new pricing level, merger of affiliated investment advisers, change to the maximum annual fund expenses, addition of two Funds to the platform, and the suspension and temporary discontinuance of Income Test Drive, the Prospectus is modified as follows:
1) The section “Important information you should consider about the Contract - Fees, Expenses and Adjustments - Are there Ongoing Fees and Expenses (annual charges)?” is deleted in its entirety and replaced with the following:
 
           Location in Prospectus
Are there Ongoing Fees and Expenses (annual charges)?   The table below describes the fees and expenses that you may pay each year, depending on the options you choose. The fees and expenses in the table do not reflect any advisory fees you may elect to pay to financial intermediaries. Please refer to your plan documents for information about the specific fees you will pay each year based on the options you have elected.   
    Annual Fee    Minimum    Maximum     
 
Base Contract
(varies by Contract Levels P, 1–4)1
    0.075%2    0.75%2    What are the charges and expenses of the Contract?
  Investment Options (Underlying Fund fees and expenses)    0.02%3    1.06%3   
Appendix A—Funds
available under the Contract
  Optional benefits available for an additional charge (for a single optional benefit, if elected)4    None    None   
Transfers and access to your money
     ¹ A Level P Contract will have the lowest minimum Annual Base Contract Fee and a
Level 4 Contract will have the highest maximum Annual Base Contract Fee.
 
² As a percentage of average Accumulation. The contractual maximum fee is 2.00%.
 
³ As a percentage of fund assets (after contractual fee waiver/expense
reimbursements, if applicable).
 
4 There is no charge for any elected optional benefit under your Contract.
      
    Because your Contract is customizable, the choices you make affect how much you
will pay. To help you understand the cost of owning your Contract, the following table
shows the lowest and highest cost you could pay each year, based on current charges.
This estimate assumes that you do not take withdrawals from the Contract.		     
   
Lowest Annual Costs:
$95
   
Highest Annual Cost:
$1,673
     
   
Assumes:
 
•
Investment of $100,000
•
5% annual appreciation
•
Least expensive combination of
Contract Levels1 and Underlying Fund
fees and expenses
•
No optional benefits
•
No sales charges or advisory fees
•
No additional purchase payments,
transfers or withdrawals
   
Assumes:
 
•
Investment of $100,000
•
5% annual appreciation
•
Most expensive combination of Contract
Levels,2 optional benefits3 and
Underlying Fund fees and expenses
•
No sales charges or advisory fees
•
No additional purchase payments,
transfers or withdrawals
     
     1 Includes the lowest annual cost of a Contract Level, which is a Level P Contract.
2 Includes the highest annual cost of a Contract Level, which is a Level 4 Contract.
3 There is no charge for any elected optional benefit under your Contract.		      
 
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2) The section “Fee and Expense Tables - TRANSACTION EXPENSES” is deleted in its entirety and replaced with the following:
 
TRANSACTION EXPENSES
   
     Charge  
Contracts
       Level P         Level 1         Level 2         Level 3         Level 4  
Sales load imposed on purchases
(as a percentage of Premiums)
      none        none        none        none        none  
Deferred sales load (or surrender charge)
(as a percentage of Premiums or amount
surrendered, as applicable)
      none        none        none        none        none  
Exchange fee1
      none        none        none        none        none  
Retirement Plan Loan (Loan Origination Fee)2
      $125        $125        $125        $125        $125  
Retirement Plan Loan (Annual Maintenance Fee)2
      $25        $25        $25        $25        $25  
 
1. 
We do not charge an exchange fee, but we reserve the right to administer and collect a redemption fee imposed by an Underlying Fund that may impose them.
2. 
A Retirement Plan Loan includes a $75 one-time origination fee or $125 for a residential loan and a $25 annual maintenance fee.
3) The section “Fee and Expense Tables - ANNUAL CONTRACT EXPENSES” is deleted in its entirety and replaced with the following:
 
ANNUAL CONTRACT EXPENSES
   
    Charge  
Contract - Accumulation Expenses
      Level P        Level 1        Level 2        Level 3        Level 4  
Administrative Expense (Annual Account Fee)¹
     none       none       none       none       none  
Base Contract Expenses (as a percentage of
average account value)
     0.075%       0.10%       0.30%       0.45%       0.75%  
Optional Benefit Expenses (as a percentage of
average account value)¹
     none       none       none       none       none  
 
1. 
We do not charge an annual account fee nor a fee for optional benefits. However, the Base Contract Expenses include an administrative expense charge
 
    Charge  
Contract - Payout Annuity Expenses
      Level P      Level 1        Level 2        Level 3        Level 4  
Administrative Expense (Annual Account Fee)¹
     none       none       none       none       none  
Base Contract Expenses (as a percentage of
average account value)
     0.34%       0.34%       0.34%       0.34%       0.34%  
Optional Benefit Expenses (as a percentage of
average account value)¹
     none       none       none       none       none  
 
1. 
We do not charge an annual account fee nor a fee for optional benefits. However, the Base Contract Expenses include an administrative expense charge.
 
-5-
4) The section “Fee and Expense Tables - ANNUAL FUND EXPENSES” is deleted in its entirety and replaced with the following:
ANNUAL FUND EXPENSES
 
     Minimum    Maximum
Expenses that are deducted from fund assets, including management fees, distribution and/or service (12b-1) fees and other expenses (before contractual fee waiver/expense reimbursements)
    0.02%    4.29%
Expenses that are deducted from fund assets, including management fees, distribution and/or service (12b-1) fees and other expenses (after contractual fee waiver/expense reimbursements)*
    0.02%    1.06%
*
Certain funds’ expenses in this table are subject to a fee waiver or an expense reimbursement arrangement. Please see, “Appendix A—Funds available under the Contract” below for additional information.
5) In the section titled “Example” the following is added:
LEVEL P CONTRACT
 
Contract Value
      1 year        3 years        5 years        10 years  
Maximum
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $1,163         $3,626        $6,281        $13,862  
Minimum
            
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $97         $307        $537        $1,219  
LEVEL 1 CONTRACT
 
Contract Value
      1 year        3 years        5 years        10 years  
Maximum
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $1,189         $3,705        $6,416        $14,151  
Minimum
            
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $123         $387        $678        $1,538  
LEVEL 2 CONTRACT
 
Contract Value
      1 year        3 years        5 years        10 years  
Maximum
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $1,394         $4,335        $7,491        $16,434  
Minimum
            
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $328         $1,031        $1,801        $4,063  
LEVEL 3 CONTRACT
 
Contract Value
      1 year        3 years        5 years        10 years  
Maximum
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $1,548         $4,805        $8,292        $18,117  
Minimum
            
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $482         $1,512        $2,636        $5,925  
 
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LEVEL 4 CONTRACT
 
Contract Value
      1 year        3 years        5 years        10 years  
Maximum
 
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $1,855        $5,743        $9,878        $21,411  
Minimum
 
If you surrender, annuitize or remain invested in your
Contract at the end of applicable time period
      $789        $2,469        $4,293        $9,569  
6) The Plan levels offered under the Contracts subsection in the “Starting out and how to purchase a Contract—Plan levels offered under the Contracts” section is deleted in its entirety and replaced with the following:
Plan levels offered under the Contracts
The Contracts offer five different Levels (Level P, 1, 2, 3, and 4) to plans, which are each generally priced based on the assets under
administration by the plan and related operating expense ratios. Generally, Level P will have the lowest annual costs and Level 4 will have the highest annual costs.
The pricing charged for each Level is as follows:
 
 
1.
Level P pricing will generally be offered to plans with $5,000,000,000 or more in total assets under
administration with TIAA.
 
2.
Level 1 pricing will generally be offered to plans with between $250,000,000
to $5,000,000,000 in total assets under
administration with TIAA and low operating expense ratios.
 
3.
Level 2 pricing will generally be offered to plans that have between $25,000,000 and $250,000,000 in total assets under administration with TIAA. Plans with less than $250,000,000 in total assets under administration with TIAA may also get Level 3 pricing.
 
4.
Level 3 pricing will generally be offered to plans between $25,000,000 and $250,000,000 in total assets under administration with TIAA that have higher operating expense ratios than plans in Levels P, 1 or 2.
 
5.
Level 4 pricing will generally be offered to plans with less than $25,000,000 in total assets under administration with TIAA with higher expense ratios than Levels P, 1, 2, or 3.
7) In the section
“Overview of the Contract –
Phases of the Contract – Annuity Phase” the last sentence is deleted in its entirety and replaced with the following:
“Subject to the provisions of your employer’s plan, an optional feature, the Income Test Drive, that provides variable payments to you for a
two-year
period by taking withdrawals from your Contract, has been available. Effective December 31, 2026, the Income Test Drive will be suspended and temporarily discontinued until further notice. TIAA will no longer accept new elections of the Income Test Drive, or permit any further withdrawal payments to participants thereunder, on or after December 31, 2026.”
8) In the section
“The annuity period, receiving annuity income and Income Test Drive – the annuity period in general”
the first sentence in the fourth paragraph is deleted in its entirety and replaced with the following:
“For
one-life
annuities,
two-life
annuities, annuities for a fixed period, and Income Test Drive d sent. And
(which has been suspended
and temporarily discontinued effective December
 31, 2026, until further notice),
your initial income payments are based on your Accumulation on the last Valuation Day before the annuity starting date, see below for discussion on “Annuity Income Options.” Your payments change after the initial payment based on the Investment Account’s investment experience and the Income Change Method you choose.”
 
-7-
9) In the section “
The annuity period, receiving annuity income and Income Test Drive – Income Test Drive”
 
 
a.
the following is added immediately under the title:
“Suspended and Temporarily Discontinued Until Further Notice.”
 
 
b.
the third paragraph is deleted in its entirety and replaced by the following:
“Effective December 31, 2026, TIAA will suspend and temporarily discontinue the Income Test Drive until further notice. In the future, TIAA may relaunch, modify or permanently discontinue the Income Test Drive feature at any time, and it may not be available under your employer’s plan.”
10) The section “Appendix A-Funds Available Under the Contract” is updated as follows:
 
  a.
References to “Teachers Advisors, LLC” are hereby deleted and replaced with “Nuveen Fund Advisors, LLC (Investment adviser) and Nuveen Asset Management, LLC (Subadviser).”
 
  b.
Current expenses for the Lazard International Equity Portfolio (R6 Class) are 0.80%.
 
  c.
The following are added to the table:
 
Type   Funds and Adviser/Subadviser   Current
Expenses		   Average Annual Total Returns
12/31/25
  One Year   Five Year   Ten Year
Specialty  
Cohen & Steers Institutional Realty Shares
(Institutional Class)
Cohen & Steers Capital Management Inc.
   0.75%   3.09%   5.77%   6.48%
Equity  
Vanguard® International Core Stock Fund (Admiral
Shares)
Wellington Management Company LLP
   0.38%   38.51%   11.48%   11.99%
 
-8-

Part C — OTHER INFORMATION

Item 27. Exhibits

 

(a)

Board of Directors Resolution.

 

  (a)

Resolutions of the Board of Trustees of Teachers Insurance and Annuity Association of America establishing the Registrant (Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed September 29, 2006.)

 

  (b)

Amended Resolutions of the Board of Trustees of Teachers Insurance and Annuity Association of America establishing the Registrant (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (c)

Amended Resolutions of the Board of Trustees of Teachers Insurance and Annuity Association of America establishing the Registrant (Incorporated by reference to Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 22, 2011.)

 

(b)

Custodian Agreements.

None

 

(c)

Underwriting Contracts.

Form of Distribution Agreement (Incorporated by reference to Registrant’s Post-Effective Amendment No.1 to the Registration Statement Filed December 22, 2006.)

 

(d)

Contracts.

 

  (A)

RA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Initial Registration Statement on Form N-4, Registration No. 333-134820 Filed June 7, 2006.)

 

  (A.1)

Amended and Restated RA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (B)

SRA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Initial Registration Statement on Form N-4, Registration No. 333-134820 Filed June 7, 2006.)

 

  (B.1)

Amended and Restated SRA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (C)

GRA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Initial Registration Statement on Form N-4, Registration No. 333-134820 Filed June 7, 2006.)

 

  (C.1)

Amended and Restated GRA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (D)

GSRA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Initial Registration Statement on Form N-4, Registration No. 333-134820 Filed June 7, 2006.)

 

  (D.1)

Amended and Restated GSRA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (E)

GA Annuity Wrap Endorsement (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (E.1)

Group Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2009.)

 

  (E.2)

Endorsement to Group Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2009.)

 

  (E.3)

Endorsement to TIAA Group Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2009.)

 

  (F)

RC Annuity Wrap Endorsement and Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (G)

RCP Annuity Wrap Endorsement and Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

-1-

 

  (H)

Minimum Distribution Annuity Contract Endorsement – Cashable (Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2009.)

 

  (I)

Minimum Distribution Annuity Contract Endorsement – Non-Cashable (Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2009.)

 

  (J)

Separate Account One-Life Annuity Supplemental Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2010.)

 

  (K)

Separate Account Two-Life Annuity Supplemental Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2010.)

 

  (L)

Separate Account Fixed-Period Annuity Supplemental Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2010.)

 

  (M)

Endorsement to TIAA Deferred Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (N)

Endorsement to TIAA Group Deferred Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (O)

Endorsement to TIAA Retirement Choice Annuity Contract or TIAA Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (P)

Endorsement to TIAA Group Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (Q)

Endorsement to TIAA Immediate Annuity Contract Applicable to Minimum Distribution Annuity and Installment Refund Contracts (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (R)

Endorsement to TIAA Immediate Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (S)

Endorsement to TIAA Deferred Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (T)

Endorsement to TIAA Deferred Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (U)

Endorsement to TIAA Group Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (V)

Endorsements to TIAA Deferred Annuity Contract – Minimum Distribution Annuity Election (Incorporated by reference to Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2014.)

 

  (W)

Supplement to TIAA Retirement Choice Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (X)

Supplement to TIAA Retirement Choice Annuity Plus Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (Y)

Supplement to TIAA Retirement Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (Z)

Supplement to TIAA Supplemental Retirement Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (A1)

Supplement to TIAA Group Retirement Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

-2-

 

  (A2)

Supplement to TIAA Group Supplemental Retirement Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (A3)

Endorsement to TIAA Retirement Choice Annuity Contract or TIAA Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (A4)

Endorsement to TIAA Retirement Choice Annuity Certificate or TIAA Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (A5)

Supplement to TIAA Retirement Choice Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A6)

Supplement to TIAA Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A7)

Supplement to TIAA Retirement Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A8)

Endorsement to TIAA Retirement Choice Annuity Contract or TIAA Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A9)

Endorsement to TIAA Retirement Choice Annuity Certificate or TIAA Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A10)

Endorsement to TIAA Retirement Choice Annuity Certificate or TIAA Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A11)

Endorsement to TIAA Retirement Choice Annuity Contract or TIAA Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A12)

Endorsement to TIAA Retirement Choice Annuity Contract or TIAA Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A13)

Endorsement to TIAA Retirement Choice Annuity Certificate or TIAA Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2016.)

 

  (A14)

Retirement Choice Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2017.)

 

  (A15)

Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2017.)

 

  (A16)

Retirement Choice Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2017.)

 

  (A17)

Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2017.)

 

  (A18)

Retirement Choice Plus Non-ERISA Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2017.)

 

  (A19)

Retirement Choice Plus Non-ERISA Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2017.)

 

  (A20)

Retirement Choice Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

-3-

 

  (A21)

Retirement Choice Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A22)

Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A23)

Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A24)

Income Test Drive Annuity Election Endorsement for Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A25)

Income Test Drive Annuity Election Endorsement for Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A26)

Endorsement to TIAA Group Supplemental Retirement Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A27)

Endorsement to TIAA Retirement Choice Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A28)

Endorsement to TIAA Retirement Choice Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A29)

Endorsement to TIAA Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A30)

Endorsement to TIAA Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2018.)

 

  (A31)

Multiple Employer Plan Retirement Choice Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 27, 2020.)

 

  (A32)

Multiple Employer Plan Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 27, 2020.)

 

  (A33)

Multiple Employer Plan Retirement Choice Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 27, 2020.)

 

  (A34)

Multiple Employer Plan Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 27, 2020.)

 

  (A35)

Rate Schedule to Multiple Employer Plan Retirement Choice Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 27, 2020.)

 

  (A36)

Rate Schedule to Multiple Employer Plan Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 27, 2020.)

 

  (A37)

Endorsement to TIAA Group Supplemental Retirement Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 27, 2020.)

 

  (A38)

Endorsement to TIAA Retirement Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A39)

Endorsement to TIAA Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

-4-

 

  (A40)

Retirement Choice Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2023.)

 

  (A41)

Retirement Choice Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2023.)

 

  (A42)

Retirement Choice Plus Annuity Contract (Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2023.)

 

  (A43)

Retirement Choice Plus Annuity Certificate (Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2023.)

 

(e)

Applications.

Form of Application (Incorporated by reference to Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed May 1, 2007.)

 

(f)

Insurance Company’s Certificate of Incorporation and By-Laws.

 

  (A)

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

 

(g)

 

Reinsurance Contracts.

None

 

(h)

Participation Agreements.

 

  (A)

Form of Participation Agreement among Teachers Insurance and Annuity Association of America, TIAA-CREF Institutional Mutual Funds, Teachers Advisors, Inc., and Teachers Personal Investors Services, Inc. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 22, 2006.)

 

  (B)

Form of Participation Agreement among Legg Mason Investor Services, LLC, Western Asset Management Company, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 22, 2006.)

 

  (C)

Form of Participation Agreement among T. Rowe Price Investment Services, Inc., T. Rowe Price Associates, Inc., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 22, 2006.)

 

  (D)

Form of Participation Agreement between Teachers Insurance and Annuity Association of America, TIAA-CREF Individual & Institutional Services, LLC, American Funds Distributors, Inc., American Funds Service Company, and Capital Research and Management Company (Incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 22, 2006.)

 

  (E)

Form of Amendment to Participation Agreements re: Rule 22c-2 (Incorporated by reference to Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed May 1, 2007.)

 

  (F)

Form of Amendment to Participation Agreements re: Rule 22c-2 (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (G)

Form of Amendment to Participation Agreements (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (H)

Amendment to Participation Agreement among Teachers Insurance and Annuity Association of America, TIAA-CREF Institutional Mutual Funds, and Teachers Personal Investors Services, Inc. re: Rule 22c-2. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2009.)

 

-5-

 

  (I)

Third Amendment to Fund Participation and Service Agreement by and among Teachers Insurance and Annuity Association of America, TIAA-CREF Individual & Institutional Services, LLC, American Funds Distributors, Inc., American Funds Service Company, and Capital Research and Management Company (Incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2010.)

 

  (J)

Amendment to Participation Agreement among Teachers Insurance and Annuity Association of America, TIAA-CREF Funds, Teachers Advisors, Inc., and Teachers Personal Investors Services, Inc. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 22, 2011.)

 

  (K)

Participation Agreement among Teachers Insurance and Annuity Association of America, DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP and DFA Securities LLC (Incorporated by reference to Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 22, 2011.)

 

  (L)

Participation Agreement by and between Teachers Insurance and Annuity Association of America and Dodge & Cox Funds (Incorporated by reference to Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 22, 2011.)

 

  (M)

Amendment to Participation Agreement among Teachers Insurance and Annuity Association of America, TIAA-CREF Institutional Mutual Funds, Teachers Advisors, Inc., and Teachers Personal Investors Services, Inc. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (N)

Amendment to Participation Agreement by and among Teachers Insurance and Annuity Association of America, Legg Mason Investor Services, LLC, and Western Asset Management Company (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (O)

Amendment to Fund Participation and Service Agreement by and among Teachers Insurance and Annuity Association of America, TIAA-CREF Individual & Institutional Services, LLC, American Funds Distributors, Inc., American Funds Service Company, and Capital Research and Management Company (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (P)

Amendment to Fund Participation and Service Agreement among Teachers Insurance and Annuity Association of America, DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP and DFA Securities LLC (Incorporated by reference to Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2013.)

 

  (Q)

Amendment to Fund Participation and Service Agreement by and between Teachers Insurance and Annuity Association of America and Dodge & Cox Funds (Incorporated by reference to Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2013.)

 

  (R)

Amendment to Participation Agreement among Teachers Insurance and Annuity Association of America, TIAA-CREF Funds, Teachers Advisors, Inc., and Teachers Personal Investors Services, Inc. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2013.)

 

  (S)

Third Amendment to Participation Agreement by and among Teachers Insurance and Annuity Association of America, Legg Mason Investor Services, LLC, and Western Asset Management Company (Incorporated by reference to Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2013.)

 

  (T)

Fifth Amendment to Fund Participation and Service Agreement by and among Teachers Insurance and Annuity Association of America, TIAA-CREF Individual & Institutional Services, LLC, American Funds Distributors, Inc., American Funds Service Company, and Capital Research and Management Company (Incorporated by reference to Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2013.)

 

  (U)

Amendment to Fund Participation and Service Agreement among T. Rowe Price Investment Services, Inc., T. Rowe Price Associates, Inc., T. Rowe Price Funds, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2013.)

 

-6-

 

  (V)

Amendment to the Agreement by and among The Vanguard Group, Inc., Teachers Insurance and Annuity Association of America, and JPMorgan Chase Bank, N.A. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 25, 2013.)

 

  (A1)

Amendment to Participation Agreement by and among Teachers Insurance and Annuity Association of America, TIAA-CREF Funds, Teachers Advisors, Inc., and Teachers Personal Investors Services, Inc. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 24, 2015.)

 

  (A2)

Participation Agreement among American Beacon Advisors, Inc., a Delaware Corporation, Foreside Fund Services, LLC, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A3)

Participation Agreement among Ariel Distributors, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A4)

Participation Agreement among The Advisors’ Inner Circle Fund II, Champlain Investment Partners LLC, SEI Investment Distribution Co., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A5)

Participation Agreement among Delaware Investments Family of Funds, Delaware Management Company, a series of Delaware Management Business Trust, Delaware Distributors, L.P., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A6)

Participation Agreement among JPMorgan Trust II, JPMorgan Distribution Services, Inc., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A7)

Participation Agreement among The Lazard Funds, Inc., Lazard Asset Management LLC, Lazard Asset Management Securities LLC, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A8)

Participation Agreement among Lord Abbett Investment Trust, Lord Abbett & Co. LLC, Lord Abbett Distributor LLC, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A9)

Participation Agreement among MFS Series Trust XI, MFS Fund Distributors, Inc., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A10)

Participation Agreement among Nationwide Mutual Funds, Nationwide Fund Distributors LLC, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A11)

Participation Agreement among Parnassus Fund, Parnassus Investments, Parnassus Funds Distributor, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A12)

Participation Agreement among Franklin Templeton Distributors, Inc., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A13)

Amendment to Fund Participation and Service Agreement among T. Rowe Price Investment Services, Inc., T. Rowe Price Associates, Inc., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (A14)

Participation Agreement among Saturna Capital Corporation, Saturna Brokerage Services, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

-7-

 

  (A15)

Participation Agreement among PGIM Investments LLC, Prudential Investment Management Services, LLC, Prudential Mutual Fund Services, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A16)

Participation Agreement among AIM International Mutual Funds (Invesco International Mutual Funds), Invesco Distributors, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A17)

Participation Agreement among BlackRock Advisors, LLC, BlackRock Investments, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A18)

Participation Agreement among American Century Services, LLC, American Century Services, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A19)

Amendment to the Participation Agreement among MFS Series Trust I, MFS Series Trust IV, MFS Series Trust X, MFS Series Trust XI, MFS Fund Distributors, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A20)

Amendment to Participation Agreement between Teachers Insurance and Annuity Association of America, TIAA-CREF Individual & Institutional Services, LLC, American Funds Distributors, Inc., American Funds Service Company, and Capital Research and Management Company (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A21)

Amendment to the Participation Agreement between American Beacon Advisors, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A22)

Amendment to the Participation Agreement among TIAA-CREF Funds, (formerly the TIAA-CREF Institutional Funds), Teachers Advisors, LLC (formerly Teachers Advisors, Inc.) (“Adviser”), Nuveen Securities, LLC (formerly Teacher Personal Investors Services, Inc.) and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (A23)

Participation Agreement among Nuveen Securities, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A24)

Amendment to the Participation Agreement between American Beacon Advisors, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A25)

Amendment to the Participation Agreement among American Century Services, LLC, American Century Services, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27,

 

  (A26)

Amendment to the Participation Agreement among Ariel Distributors, LLC, Ariel Investment Trust and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A27)

Amendment to the Participation Agreement among BlackRock Advisors, LLC, BlackRock Investments, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A28)

Amendment to the Participation Agreement among Delaware Management Company, a series of Delaware Management Business Trust, Delaware Distributors, L.P., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A29)

Addendum to Participation Agreement by and between Teachers Insurance and Annuity Association of America and Dodge & Cox Funds (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

-8-

 

  (A30)

Amendment to the Participation Agreement among The Lazard Funds, Inc., Lazard Asset Management LLC, Lazard Asset Management Securities LLC, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A31)

Amendment to the Participation Agreement among MFS Series Trust I, MFS Series Trust IV, MFS Series Trust X, MFS Series Trust XI, MFS Fund Distributors, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A32)

Amendment to the Participation Agreement among Nationwide Mutual Funds, Nationwide Fund Distributors LLC, and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A33)

Amendment to the Participation Agreement among PGIM Investments LLC, Prudential Investment Management Services, LLC, Prudential Mutual Fund Services, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A34)

Amendment to the Participation Agreement among JPMorgan Distribution Services, Inc., JPMorgan Trust II and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A35)

Amendment to the Participation Agreement between Legg Mason Investor Services, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A36)

Amendment to the Participation Agreement between Lord Abbett and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A37)

Amendment to the Participation Agreement among Nuveen Securities, LLC, Teachers Advisors, LLC, TIAA-CREF Funds and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A38)

Amendment to the Participation Agreement between Nuveen Securities, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A39)

Amendment to the Participation Agreement among The Vanguard Group, Inc., Vanguard Marketing Corporation, Vanguard Variable Insurance Fund and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (A40)

Amendment to Fund Participation Agreement among JPMorgan Trust II, JPMorgan Distribution Services, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2022.)

 

  (A41)

Amendment to Fund Participation Agreement among Parnassus Fund, Parnassus Investments and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2022.)

  (A42)

Amendment to Fund Participation Agreement among BlackRock Advisors, LLC, BlackRock Investments, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2022.)

  (A43)

Amendment to The Vanguard Group, Inc. Agreement among The Vanguard Group, Inc., JPMorgan Chase Bank, N.A. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2022.)

  (A44)

Participation Agreement among Teachers Insurance and Annuity Association of America and Northern Funds, Northern Trust Investments, Inc. and Northern Funds Distributors, LLC (Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2023.)

 

-9-

 

  (A45)

Participation Agreement among New York Life Investment Management LLC, NYLIFE Distributors LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 24 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 29, 2024.)

  (A46)

Amendment to Fund Participation Agreement among JPMorgan Trust II, JPMorgan Distribution Services, Inc. and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 24 to the Registration Statement on Form N-4, Registration No. 333-138420 Filed April 29, 2024.)

  (A47)

Amendment to Fund Participation Agreement among BlackRock Advisors, LLC, BlackRock Investments, LLC and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 24 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 29, 2024.)

  (A48)

Participation Agreement among Cohen & Steers Institutional Realty Shares, Inc., Cohen & Steers Capital Management, Inc., Cohen & Steers Securities, LLC, and Teachers Insurance and Annuity Association of America.*

 

(i)

Administrative Contracts.

None

 

(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 Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (B)

Form of Domestic Custody Agreement by and between JPMorgan Chase Bank, N.A. and Teachers Insurance and Annuity Association of America on behalf of the separate account. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2008.)

 

  (C)

Defined Contribution Clearance & Settlement Agreement by and between The Vanguard Group, Inc., Teachers Insurance and Annuity Association of America and JPMorgan Chase Bank, N.A. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 22, 2011.)

 

  (D)

First Amendment to the Defined Contribution Clearance & Settlement Agreement between The Vanguard Group, Inc., and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed April 23, 2012.)

 

  (E)

Amendment to the Agreement by and among The Vanguard Group, Inc., Teachers Insurance and Annuity Association of America, and JPMorgan Chase Bank, N.A. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (F)

Administrative Services Agreement among Ariel Investment Trust and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (G)

Administrative Services Agreement among Parnassus Investments and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed December 1, 2016.)

 

  (H)

Administrative Services Agreement between Saturna Capital Corporation and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 to the Registration Statement on Form N-4, Registration No. 333-134820 Filed October 1, 2020.)

 

  (I)

Amendment to Administrative Service Agreement between Parnassus Investments and Teachers Insurance and Annuity Association of America (Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2022.)

 

  (J)

Amendment to the Agreement by and among The Vanguard Group, Inc., Teachers Insurance and Annuity Association of America, and JPMorgan Chase Bank, N.A. (Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2023.)

 

-10-

 

(k)

Legal Opinion.

Opinion and consent of Deirdre Hykal, Esquire*

 

(l)

Other Opinions.

 

  (A)

Consent of Carlton Fields, P.A.*

 

  (B)

Consents of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm*

 

(m)

Omitted Financial Statements.

None

 

(n)

Initial Capital Agreements.

Not Applicable

 

(o)

Form of Initial Summary Prospectus.

None

 

(p)

Powers of Attorney.

 

  (A)

Powers of Attorney (Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2021.)

 

  (B)

Powers of Attorney (Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 27, 2022.)

 

  (C)

Powers of Attorney (Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2023.)

 

  (D)

Power of Attorney (Incorporated by reference to Registrant’s Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 29, 2025.)

 

  (E)

Power of Attorney (Incorporated by reference to Registrant’s Post-Effective Amendment No. 26 to the Registration Statement on Form N-4, Registration No.333-134820 Filed April 28, 2026.)

 

(q)

Letter Regarding Change in Certifying Accountant.

Not Applicable

 

(r)

Historical Current Limits on Index Gains.

Not Applicable

 

(s)

XBRL

EX-101.SCH XBRL Taxonomy Extension Schema Document

101.INS XBRL Instance Document - Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document*

101.SCH XBRL Taxonomy Extension Schema Document*

101.CAL XBRL Taxonomy Extension Calculation Linkbase*

101.DEF XBRL Taxonomy Extension Definition Linkbase*

101.LAB XBRL Taxonomy Extension Labels Linkbase*

101.PRE XBRL Taxonomy Extension Presentation Linkbase*

 

 
*

Filed herewith

 

-11-

 

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
Ángel 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
Bret Hester    Senior Executive Vice President, Chief Legal Officer
Mike Cowell    Senior Executive Vice President, Chief Risk and Compliance 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    Executive 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 Officer and Head of Insurance Solutions & New Markets

 

 
*

The principal business address for each individual is:

TIAA

730 Third Avenue

New York, New York 10017-3206

 

-12-

 

Item 29.

Persons Controlled by or under Common Control with the Insurance Company or Registered Separate Account

The Registered Separate Account is a separate account of Teachers Insurance and Annuity Association of America, a stock life insurance company incorporated under the laws of the State of New York. The following chart indicates subsidiaries of Teachers Insurance and Annuity Association of America. These subsidiaries are included in the 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.

 

-13-

 

LOGO

 

-14-

 

Exhibit A*

 

Entity Name      Jurisdiction
of Formation		      Entity
Classification		      Owner Name      Owner Type      Ownership %      Business Purpose
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 provide marketing and investment services.
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      Shareholder      100      To serve as a platform that manufactures custom, direct indexing products.
CAM HR Resources LLC      DE      Operating Subsidiary      Churchill Asset Management LLC      Managing Member      99      To act as an employing entity.
CAM HR Resources LLC      DE      Operating Subsidiary     

CAM HR

Holdco LLC

      Member      1      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 senior loan investments.
Churchill BDC Administration LLC      DE      Operating Subsidiary      Churchill Asset Management LLC      Member      100      To act as administrator company.
Churchill DLC Advisor LLC      DE      Operating Subsidiary     

NCBDC

Holdings LLC

      Member      100      To hold investments in connection with a fund.
Clean Energy Partners CEP 2012 Limited      United Kingdom      Operating Subsidiary     

Glennmont Asset

Management Limited

      Shareholder      100      To provide investment management services.

 

-15-

 

Clean Energy Partners CEP Services Limited      United Kingdom      Operating Subsidiary      Glennmont Asset Management Limited      Shareholder      100      To provide investment management services.
Glennmont Asset Management Limited      United Kingdom      Operating Subsidiary      Clean Energy Partners HoldCo LLP      Shareholder      100      To provide investment management services.
Glennmont Partners I Limited      United Kingdom      Operating Subsidiary     

Clean Energy Partners CEP 2012

Limited

      Shareholder      100      To provide investment management services.
GreenWood Resources Capital Management, LLC      DE      Operating Subsidiary      Greenwood Resources, LLC      Member      100      To act as a registered investment advisor and provide investment management services.
Greenwood Resources Poland Spolka Z Ograniczona Odpowiedzialnoscia      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      To act as originator of commercial property-assessed clean energy (“CPACE”) loans.
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      To hold and manage investments.
Monterey Pacific, LLC      DE      Operating Subsidiary      Westchester Group Investment Management, LLC      Member      100      To hold and manage investments.
MyVest Corporation      DE      Operating Subsidiary      Teachers Insurance and Annuity Association of America      Shareholder      100      To provide digital financial account management services.
NCBDC Holdings LLC      DE      Operating Subsidiary      Churchill Asset Management LLC      Managing Member      85      To hold investments in connection with a fund.
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.

 

-16-

 

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.
Nuveen Alternatives Services LLC      DE      Operating Subsidiary      Nuveen Alternative Holdings LLC      Member      100      To provide administrative services.
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      To act as a 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.
Nuveen Consulting (Shanghai) Co., Ltd.      China      Operating Subsidiary      Nuveen Group Holdings Limited      Shareholder      100      To provide investment consulting services.
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 Consolidated, LLC      Member      100      To act as a registered commodity pool operator.

 

-17-

 

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 and related services.
Nuveen Investment Management Holdings Limited      United Kingdom      Operating Subsidiary      Nuveen International Holdings 2 Limited      Shareholder      99      To act as the holding company for legal entities.
Nuveen Investment Management Holdings Limited      United Kingdom      Operating Subsidiary      Nuveen Interntional Holdings 1 Limited      Shareholder      1      To act as the holding company for legal entities.
Nuveen Investment Management International Limited      United Kingdom      Operating Subsidiary     

Nuveen FCACO

Limited

      Shareholder      100      To manage real estate funds.
Nuveen Japan Co., Ltd.      Japan      Operating Subsidiary      Nuveen International Holdings LLC      Shareholder      100      To provide investment management and related services.
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 SÀRL      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 fund entities.

 

-18-

 

Nuveen Natural Capital Limited      United Kingdom      Operating Subsidiary      Westchester Group Investment Management, LLC      Shareholder      100      To manage fund entities.
Nuveen Natural Capital sp. z o.o.      Poland      Operating Subsidiary      Nuveen Natural Capital Limited      Shareholder      100      To manage fund entities.
Nuveen Natural Capital S.r.l.      Romania      Operating Subsidiary      Nuveen Natural Capital Limited      Shareholder      100      To manage fund entities.
Nuveen Opportunistic Strategies LLC      DE      Operating Subsidiary      Teachers Insurance and Annuity Association of America      Member      99.99      To hold investments.
Nuveen Opportunistic Strategies LLC      DE      Operating Subsidiary      Nuveen Asset Managemen      Member      0.01      To hold investments.
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 Securities, LLC      DE      Operating Subsidiary     

Nuveen Investments

, Inc.

      Member      100      To act as a registered broker-dealer and Financial Industry Regulatory Authority member.
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.
PEV LLC      DE      Operating Subsidiary     

TGA GP

Holdco Parent LLC

      Member      100      To own and operate real estate.
Pace Financial Servicing, LLC      DE      Operating Subsidiary      Nuveen CP LLC      Member      100      To service activities related to CPACE loans.
Paths Building Services LLC      DE      Operating Subsidiary      Paths Management Services LLC      Member      100      To act as an employing entity.
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.

 

-19-

 

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      93.5      To hold investments.
Private Debt carried Interest General Partner II S.àr.l.      Luxembour g      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.
Schroders Limited      London, England      Operating Subsidiary      Schroders Holdings, LLC      Member      100      A multi-national asset management company and provider of advisory and wealth management services.
                             

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      Shareholder      100      To serve as reinsurance company.
Symphony Alternative Asset Management LLC      DE      Operating Subsidiary      Nuveen Asset Management, LLC      Member      100      To act as an asset manager of CLO products.
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 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 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.

 

-20-

 

TIAA Trust, National Association      NC      Operating Subsidiary      Teachers Insurance and Annuity Association of America      Shareholder      99.995      To support business lines.

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.

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      To act as a registered investment advisor and provide investment management services.
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.
Westchester Group Farm Management, LLC      IL      Operating Subsidiary      Westchester Group Investment Management, LLC      Member      100      To hold and manage investments.
Westchester Group Investment Management, LLC      DE      Operating Subsidiary      Nuveen Natural Capital, LLC      Member      100      To hold and manage investments.
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      Shareho lder      100      To hold and manage investments.
Winslow Capital Management, LLC      DE      Operating Subsidiary     

Nuveen WCM

Holdings, LLC

      Member      100      To act as a registered investment adviser.

 

*

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

 

Item 30.

Indemnification

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

 

-21-

 

settlement, and expenses, including attorney’s fees. TIAA has in effect an insurance policy that may 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) Other Activity

TIAA-CREF Individual & Institutional Services, LLC acts as principal underwriter for Registered Separate Account, College Retirement Equities Fund, TIAA Real Estate Account, TIAA Separate Account VA-1. TIAA Separate Account VA-5, TIAA Separate Account VLI-1 and TIAA Separate Account VLI-2

(b) Management

 

Name and Principal Business Address*   

Positions and Offices with Underwriter

Ross Abott

    Manager, Chief Operating Officer

Raymond Bellucci

    Manager, Senior Managing Director

Julian D’Ambrosi

    Manager, Chairman, Chief Executive Officer, President

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

Troy Burk

    Chief Anti-Money Laundering & Sanctions Officer

Christopher J. Heald

    Treasurer

Lisa Humphries

    Chief Conflict of Interest Officer

Jessica Martin

    Chief Risk Officer

Eloho Ovhori

    Chief Financial Officer, Director

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) Compensation from the Registrant. 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 (Pierce Leahy) Archives, 22 Kimberly Road, East Brunswick, New Jersey 08816, File Vault, 839

 

-22-

 

Exchange Street, Charlotte, North Carolina 28208, JP Morgan Chase Bank, N.A., 4 Chase Metrotech Center Brooklyn, New York 11245, and State Street Bank and Trust Company, located at 801 Pennsylvania Avenue, Kansas City, Missouri 64105.

 

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

 

-23-

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York, on October 30, 2026.

 

   TIAA SEPARATE ACCOUNT VA-3
   (Registrant)
   By:   

Teachers Insurance and Annuity

Association of America

   By:   

/s/ Colbert Narcisse

   Name:    Colbert Narcisse
   Title:    Senior Executive Vice President, Chief Product Officer, Head of Insurance Solutions & New Markets 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 Officer, Head of Insurance Solutions & New Markets and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on October 30, 2026 in the capacities indicated.

 

Signature

   

Title

/s/ Colbert Narcisse

    Senior Executive Vice President, Chief Product Officer and Head of Insurance Solutions & New Markets
Colbert Narcisse

/s/ Christopher Baraks

    Senior Vice President, Chief Accounting Officer and Corporate Controller,
Christopher Baraks    TIAA (Principal Financial Officer and Principal Accounting Officer)
SIGNATURE OF TRUSTEE    SIGNATURE OF TRUSTEE

*

   

*

Priya Abani    Lisa W. Hess

*

   

*

Samuel R. Bright    Edward M. Hundert

*

   

*

Jason E. Brown    Gina L. Loften

*

   

*

Jeffrey R. Brown    Ramona E. Romero

*

   

*

Ángel Cabrera    Kim M. Sharan

*

   

*

James R. Chambers    La June Montgomery Tabron

*

   

 

Thasunda Brown Duckett   

*

   

 

Michael R.Fanning   
  

/s/ Deirdre Hykal

   Deirdre Hykal
   Attorney-in-fact

 

 
*

Signed by Deirdre Hykal as attorney-in-fact pursuant to powers of attorney effective as of December 10, 2025.

 

-1-

 

Exhibit Index

 

(h)

Participation Agreements

(A48) Participation Agreement among Cohen & Steers Institutional Realty Shares, Inc., Cohen & Steers Capital Management, Inc., Cohen & Steers Securities, LLC, and Teachers Insurance and Annuity Association of America.

 

(k)

Legal Opinion

Opinion and consent of Deirdre Hykal, Esquire

 

(l)

Other Opinions

(A)   Consent of Carlton Fields, P.A.

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

 

(h)

XBRL

101.INS XBRL Instance Document - Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

101.LAB XBRL Taxonomy Extension Labels Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

 

-1-

ATTACHMENTS / EXHIBITS

PARTICIPATION AGREEMENT

OPINION AND CONSENT OF DEIRDRE HYKAL, ESQUIRE

CONSENT OF CARLTON FIELDS, P.A.

CONSENTS OF PRICEWATERHOUSECOOPERS LLP

XBRL TAXONOMY EXTENSION SCHEMA

IDEA: d467286d485bpos_htm.xml

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

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