485BPOS

As Filed with the Securities and Exchange Commission on April 27, 2016

Registration File Nos. 811-22659

333-179272

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933	¨
PRE-EFFECTIVE AMENDMENT NO.	¨
POST-EFFECTIVE AMENDMENT NO. 7	x

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940	¨
Amendment NO. 11	x
(Check appropriate box or boxes.)

TIAA-CREF LIFE SEPARATE

ACCOUNT VLI-2

(Exact name of registrant)

TIAA-CREF LIFE INSURANCE

COMPANY

(Name of depositor)

730 Third Avenue

New York, NY 10017-3206

(Address of depositor’s principal executive offices)

Depositor’s Telephone Number, including Area Code: (877) 694-0305

Copy to:

John Piller, Esq.	Ken Reitz, Esq.
TIAA-CREF Life Insurance Company	TIAA-CREF Life Insurance Company
8500 Andrew Carnegie Boulevard, SSC-C2-04	8500 Andrew Carnegie Boulevard, SSC-C2-08
Charlotte, NC 28262 (704) 988-5681	Charlotte, NC 28262 (704) 988-4455
(Name and address of agent for service)	(Name and address of agent for service)

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

¨ immediately upon filing pursuant to paragraph (b) of Rule 485

x on May 1, 2016 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.

Title of Securities Being Registered: M Intelligent VUL Flexible Premium Individual Variable Universal Life Insurance Policy.

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

MAY 1, 2016

M INTELLIGENT VUL

Flexible Premium Variable Universal Life Insurance Policy Issued by TIAA-CREF Life Separate Account VLI-2 and TIAA-CREF Life Insurance Company

This prospectus describes information you should know before investing in the Intelligent Life VUL—M Series, a flexible premium variable universal life insurance policy (the “Policy”) issued by TIAA-CREF Life Insurance Company (the “Company”). The M Intelligent VUL may also be referred to in marketing material as the M Intelligent VUL Protector or as the M Intelligent VUL Accumulator when the Long Term Accumulation Rider is added to the Policy. Before you invest, please read this prospectus carefully, along with the Portfolio prospectuses, and keep them for future reference. We issue the Policy on a single life basis. We will pay the Death Benefit Proceeds upon the death of the Insured.

The Policy is a long-term investment designed to provide significant life insurance benefits for the Insured. This prospectus provides information that a prospective Owner should know before investing in the Policy. You should consider the Policy in conjunction with other insurance you own. It may not be advantageous to replace existing insurance with the Policy or to finance the purchase of the Policy through a loan or through withdrawals from another policy.

You can allocate your Policy Value to:

ⁿ  the fixed account options, which credit a specified rate of interest; or

ⁿ  Investment Accounts of TIAA-CREF Life Separate Account VLI-2 (the “Separate Account”), each of which in turn, invests in one of the following series of mutual funds (“Portfolios”)

TIAA-CREF Life Balanced Fund TIAA-CREF Life Bond Fund TIAA-CREF Life Growth Equity Fund TIAA-CREF Life Growth & Income Fund TIAA-CREF Life International Equity Fund TIAA-CREF Life Large-Cap Value Fund TIAA-CREF Life Money Market Fund TIAA-CREF Life Real Estate Securities Fund TIAA-CREF Life Small-Cap Equity Fund TIAA-CREF Life Social Choice Equity Fund TIAA-CREF Life Stock Index Fund Delaware VIP Diversified Income Series-Std Class Delaware VIP Small Cap Value Series-Standard Class DFA VA Global Bond Portfolio DFA VA Global Moderate Allocation Portfolio DFA VA International Small Portfolio DFA VA International Value Portfolio DFA VA Short-Term Fixed Portfolio DFA VA US Large Value Portfolio DFA VA US Targeted Value Portfolio John Hancock Emerging Markets Value Trust M Capital Appreciation Fund M International Equity Fund M Large Cap Growth Fund M Large Cap Value Fund Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio—I Class PIMCO VIT Global Bond Portfolio (Unhedged)— Institutional Class PIMCO VIT Real Return Portfolio—Institutional Class PIMCO VIT Total Return Portfolio—Institutional Class PVC Equity Income Account—Class 1 PVC MidCap Account—Class 1¹ Prudential Series Fund—Natural Resources Portfolio—Class II T. Rowe Price^® Health Sciences Portfolio I² T. Rowe Price^® Limited-Term Bond Portfolio Templeton Developing Markets VIP Fund—Class 1 Vanguard VIF Capital Growth Vanguard VIF Equity Index Vanguard VIF High Yield Bond Vanguard VIF Mid-Cap Index Vanguard VIF REIT Index Vanguard VIF Small Company Growth Vanguard VIF Total Bond Market Index Voya RussellTM Large Cap Growth Index Portfolio—Class I VY Clarion Global Real Estate Portfolio—Class I ¹   Closed to new business 8/15/2013 ²   Effective June 1, 2015, subject to certain exceptions, the Portfolio will be closed to new insurance company relationships. However, the Portfolio will remain available for allocation by new and existing owners of this Policy.

The prospectuses for the Portfolios provide more information on the Portfolios listed above. Note that the prospectuses for the Portfolios may provide information for other series of the mutual fund that are not available through the Policy. When you consult the Portfolio prospectuses, you should be careful to refer only to the information regarding the Portfolios listed above.

The Securities and Exchange Commission (the “SEC”) has not approved or disapproved the Policy or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Please note that the Policy and the Portfolios:

ⁿ  are not insured or guaranteed by any bank, the Federal Deposit Insurance Corporation, the U.S. government or any government agency; and

ⁿ  are subject to risks, including loss of the amount invested.

The Policy may not be available for sale in all states and features of the Policy may vary from state to state. Please contact your agent or our Administrative Office to see if the Policy is available in your state and/or to learn more about the Policy features offered in your state.

Administrative Office

P.O. Box 1258

Charlotte, NC 28201-1258

855 809-8333

www.tiaa.org

TABLE OF CONTENTS

Policy Benefits and Risks Summary	1
The Policy	11
Premiums	12
Valuations	14
Death Benefit	15
Surrenders and Partial Withdrawals	19
Transfers	20
Loans	22
Internet and Telephone Requests	23
Policy Lapse and Reinstatement	23
The Company and the Fixed Accounts	24
The Separate Account and the Investment Accounts	25
Charges and Deductions	29
Federal Tax Considerations	32
Riders and Endorsements	36
Sale of the Policy	37
Additional Information	39
Glossary	40
Table of Contents for the Statement of Additional Information	44

POLICY BENEFITS AND RISKS SUMMARY

The Policy is a flexible premium variable universal life insurance policy issued either as an individual Policy or as an individual Certificate under a group Policy issued through a discretionary group insurance trust. All discussion of the Policy applies to individual Policies and their application forms and to the Certificates and their enrollment forms unless specified otherwise.

The Policy offers a choice of investments and an opportunity for the Policy Value and death benefit to grow based on the investment results of Investment Options. The Policy Value and death benefit may go up or down on any day depending on the investment results of the Investment Options you select, the Premiums you pay, the Policy fees and charges we deduct, and the effect of any Policy transactions (such as transfers, partial withdrawals, and loans). We do not guarantee that Policy Values will increase. You could lose some or all of your money. The Policy is not suitable as a short term savings vehicle because of substantial Policy level charges. The Policy may not be available for sale in all states and features of the Policy may vary from state to state. Please contact our Administrative Office to see if the Policy is available in your state and/or to learn more about the Policy features offered in your state. This prospectus describes all material rights and obligations under the Policy. If certain material provisions under the Policy are changed after the date of this prospectus, in accordance with the Policy, those changes will be described in a supplemented prospectus. You should carefully read this prospectus in conjunction with any applicable supplements. It is important that you also read the Policy and endorsements, which may reflect additional non-material state variations or other non-material variations.

This summary describes the Policy’s important benefits and risks. The sections in the prospectus following this summary discuss the Policy’s benefits and other provisions in more detail. Capitalized terms not defined within this prospectus are defined in the Glossary at the end of the prospectus.

POLICY BENEFITS

Death Benefit

Death Benefit Proceeds. We pay Death Benefit Proceeds to the Beneficiary of an in-force Policy upon receipt at our Administrative Office of satisfactory proof of death of the Insured. The Death Benefit Proceeds equal the death benefit under the option you’ve chosen less: (a) any Outstanding Loan Amounts and (b) any unpaid Monthly Charges.

Death Benefit Options. You may choose among three death benefit options under the Policy. You must make an election. There is no default option. After the first Policy Year, you may change death benefit options while the Policy is in force. We calculate the death benefit under each death benefit option as of the date of death of the Insured. A change in death benefit option may have tax consequences. Please see the section entitled “Death Benefit” for more information.

• Death Benefit Option A is equal to the greater of: the Total Face Amount; or the minimum death benefit required to meet the definition of life insurance under the Code. This option is known as the level death benefit option.

• Death Benefit Option B is equal to the greater of: the Total Face Amount plus the Policy Value; or the minimum death benefit required to meet the definition of life insurance under the Code. This option is known as the increasing death benefit.

• Death Benefit Option C is equal to the greater of: the Total Face Amount plus all Premiums credited to the Policy since the Issue Date; or the minimum death benefit required to meet the definition of life insurance under the Code. This option is known as the return of premium death benefit.

When the Insured reaches Attained Age 120, the death benefit under any option continues until the Insured’s death, Policy Lapse, or Surrender. The death benefit provided by Base Face Amounts continues. The death benefit provided by Supplemental Face Amounts terminates. The Policy also provides a Charitable Giving Benefit which, if you name a

M Intelligent VUL   Prospectus 1

charitable beneficiary for the benefit, pays, upon the death of the Insured, an additional death benefit, over and above the death benefit.

A loan of Policy Value could impact the death benefit. Please see “Effect of Policy Loans” for more information.

Choice of Tax Test. In order for your Policy to qualify as life insurance under the Code, you must choose one of two tax tests—the Guideline Premium Test or the Cash Value Accumulation Test—at the time you apply for the Policy. The Guideline Premium Test will be used unless you specifically elect the Cash Value Accumulation Test. This election may not be changed once your Policy is issued. Your election may affect the maximum amount of Premium you pay into the Policy, the amount of death benefit and the monthly deductions for the Policy. The Guideline Premium Test generally allows you to maintain a higher Policy Value in relation to death benefits.

In general, the Cash Value Accumulation Test may allow you to make higher Premium payments during the Policy’s early years. It may also provide you greater flexibility with regard to Premium payment amounts. You should consult a tax adviser as to the selection of the tax law test before applying for the Policy.

Changing the Face Amount. You select the initial Total Face Amount when you apply for the Policy. At issue, the Total Face Amount is the sum of the Base Face Amount (“BFA”) coverage and any Supplemental Face. Amount (“SFA”) coverage provided. Subject to certain conditions, after the first Policy Year and while the Policy is in force, you may change the Total Face Amount by applying for additional layers of BFA and SFA. You may also reduce Total Face Amount. After issue, Total Face Amount is the sum of all layers of BFA coverage and all layers of SFA coverage you may elect. Changing the Total Face Amount may have tax consequences. Reductions in Face Amount often create tax issues related to the Guideline Premium Test. You should consult with a tax adviser if you are considering reducing the Face Amount of your policy.

Accelerated Death Benefit (not available in some states). Under the Accelerated Death Benefit feature, you may in some cases receive accelerated payment of part or all of the Policy’s death benefit attributable to the Base Face Amount only if the Insured develops a terminal illness. Although usually tax-free, in certain circumstances an acceleration of death benefits may have tax consequences.

Extended Maturity Benefit (not available in some states). We offer an Extended Maturity Benefit that, among other things, discontinues all charges automatically once the Insured reaches 120 years of age. The tax consequences associated with keeping a Policy in force after the Insured on a single life Policy reaches Attained Age 100 are unclear. A tax adviser should be consulted about these consequences.

Right to Cancel, Surrenders, and Partial Withdrawals

Right to Cancel Period. When you receive your Policy, the Right to Cancel Period begins. The length of the Right to Cancel Period varies according to state law. You may return your Policy during this period and receive a refund. Some states require us to refund all payments if you return your Policy during the Right to Cancel Period.

Surrenders. At any time while the Policy is in force, you may make an Acceptable Request to Surrender your Policy and receive the Cash Surrender Value. The Cash Surrender Value is equal to the Policy Value minus any Outstanding Loan Amount and any applicable Surrender Charge. A Surrender may have tax consequences.

Partial Withdrawals. Subject to certain limits, you may withdraw part of your Cash Surrender Value from your Policy. Partial withdrawals may have tax consequences.

Please see the section entitled “The Policy” for more information on the Right to Cancel and the section entitled “Surrenders and Partial Withdrawals” for more information on Surrenders and partial withdrawals.

Transfers and Loans

Transfers. Subject to limitations, you may transfer portions of your Policy Value among the Investment Accounts and between the Investment Accounts and the fixed account options. See “Transfer Policies Relating to Market Timing and Frequent Trading” for information about situations in which we may seek to limit certain types of transfer activity.

Please see the section entitled “Transfers” for more information.

Loans. You may take a loan (minimum $500) from your Policy at any time after the end of the Right to Cancel Period while the Insured is still alive. The maximum loan you may take, including any existing indebtedness, is 100% of the Policy Value, less any Surrender Charge. We charge you interest in arrears on your loan at a current fixed annual rate of 4% in years 1 through 10 and 3% in years 11 and thereafter. We credit interest on amounts in the Loan Account (“earned interest rate”) at a current fixed annual rate of 3%. You may increase your risk of Lapse if you take a loan. Loans may have tax consequences.

Please see the section entitled “Loans” for more information.

Optional Benefits—Riders and Endorsements

Subject to our approval, you may add from among the additional Riders or endorsement to your Policy that may allow you to tailor your Policy to your needs and objectives.

• Charitable Giving Benefit. The Charitable Giving Benefit pays, upon the death of the Last Surviving Insured, an additional death benefit, over and above the Death Benefit Proceeds, equal to one percent (1%) of the Policy’s BFA, but the additional benefit can be no greater than $100,000. The benefit will be paid to an institution accredited as a charity with the IRS under Section 501(c)(3) designated by you. You must elect this Rider at the time of application and prior to the Policy Issue Date.

• Overloan Protection Endorsement. This Endorsement, at no additional charge except when

2  Prospectus   M Intelligent VUL

activated, prevents the Policy from lapsing if the Policy is ever overloaned as defined in the “Riders and Endorsements” section of this prospectus. You may apply for or elect this Endorsement at or after the Policy Issue Date, subject to certain conditions.

• Waiver of Monthly Charges Rider. This Rider is available only at issue for Issue Ages 18–60, which must be elected at the time of application and prior to policy issue. For insureds under the age of 18, we will allow this Rider to be added to the Policy at the Insured’s Attained Age 18. This Rider waives the Monthly Charge while the Insured is Totally Disabled, subject to certain conditions. An additional charge is added to your Monthly Charge if you select this Rider.

• Long Term Accumulation Rider (“LTA”). This Rider is only available at issue and waives the Surrender Charges under the Policy. The Rider also changes the level of Premium Expense Charges and Monthly Charges under the Policy. To clearly distinguish the Policy features and differing charges when the LTA Rider is added it is referred to as M Intelligent VUL Accumulator.

• Enhanced Cash Value Rider (“ECV”). For policies without the LTA Rider this Rider waives the Surrender Charges under the Policy; for those policies issued with the LTA, the ECV adds a surrender credit that increases the proceeds paid upon full Surrender. The Rider also adds an extra Premium Expense Charge to the Policy.

Please see the section entitled “Riders and Endorsements” for more information.

Personal Illustrations

You may receive personalized illustrations in connection with the purchase of the Policy that reflect your own particular circumstances. These hypothetical illustrations may help you to understand the long-term effects of different levels of investment performance, the possibility of termination and the charges and deductions under the Policy. They will also help you to compare the Policy to other life insurance policies. The personalized illustrations are based on hypothetical rates of return and are not a representation or guarantee of investment returns or cash value.

POLICY RISKS

Financial Condition of TIAA-CREF Life

The benefits under your Policy and any rider are paid by us from our General Account assets and/or your Policy Value held in the Separate Account. It is important that you understand how your Policy works and how our ability to meet our obligations affects your Policy. Payment of your Policy and rider benefits is not guaranteed and depends upon certain factors discussed below.

Assets in the Separate Account. You assume all of the investment risk for Policy Value allocated to the Investment Accounts. Your Policy Value in the Investment Accounts is part of the assets of the Separate Account. These assets are segregated and insulated from our General Account and may not be charged with liabilities arising from any other business that we may conduct. This means that your Policy Value allocated to the Separate Account should generally not be adversely affected by the financial condition of our General Account. See this prospectus’ “The Separate Account and the Portfolios” section.

Assets in the General Account. Policy guarantees that exceed your Policy Value allocated to the Investment Accounts, such as death benefit exceeding Policy Value allocated to the Investment Accounts, are paid from our General Account (not the Separate Account). Therefore, any amounts that we may be obligated to pay under the Policy in excess of Policy Value allocated to the Investment Accounts are subject to our financial strength and claims-paying ability and our long-term ability to make such payments. The assets of the Separate Account may also be available to cover the liabilities of our General Account, but only to the extent that the Separate Account assets exceed the Separate Account liabilities arising under the Policies supported by it. We issue other types of insurance policies and financial products as well and some of these products are supported by the assets in our General Account.

Our Financial Condition. As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all the contractual obligations of our General Account. In order to meet our claims-paying obligations, we monitor our reserves so that we hold amounts required under state regulation to cover actual or expected contract and claims payments. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our General Account assets, which include bonds, mortgages, general real estate investments, and stocks, as well as the loss in market value of these investments.

How to Obtain More Information. Our financial statements and the financial statements of the Separate Account are located in the Statement of Additional Information (“SAI”). For information on how to obtain a copy of the SAI, see the last page of this prospectus. The financial statements of the Separate Account include information about all the contracts offered through the Separate Account. More information about TIAA-CREF Life is available on our website at http://www.tiaa.org.

Investment Risk

If you invest your Policy Value in one or more Investment Accounts, then you will be subject to the risk that investment

M Intelligent VUL   Prospectus 3

performance will be unfavorable and that your Policy Value will decrease. In addition, we deduct charges from your Policy Value, which can significantly reduce your Policy Value. During times of poor investment performances, this deduction will have an even greater impact on your Policy Value. You could lose everything you invest. If you allocate Net Premiums to the fixed account options, then we credit your Policy Value (in the fixed account options) with declared rates of interest, but you assume the risk that the rates may decrease, although they will never be lower than the guaranteed minimum annual effective rates for the Policy.

Long-Term Commitment

Owning a Policy entails a variety of fees and expenses, including a Cost of Insurance charge, Administrative Expense Charge, Policy Fee, Asset Based Risk Charge, Surrender Charge, and a Premium Expense Charge, as described under “Charges and Deductions.” As a result, the Policy is not suitable as a short-term savings vehicle. You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to Surrender it or make a partial withdrawal in the near future. We have designed the Policy to meet long-term financial goals.

Risk of Lapse

If your Policy Value less outstanding debt is not enough to pay any charges, including the Monthly Charge, and the No- Lapse Guarantee is not in effect, your Policy will enter a Grace Period. We will notify you that the Policy will Lapse unless you make a sufficient payment during the Grace Period and will request that you make a payment before the end of the Grace Period that is equal to the lesser of any unpaid charges plus three current Monthly Charge deductions or the amount needed to satisfy the premium requirement of the No-Lapse Guarantee. You may reinstate a Lapsed Policy, subject to certain conditions.

Tax Risks

We anticipate that the Policy should qualify as a life insurance contract under guidance provided pursuant to federal tax law. There is less certainty, however, because there is less guidance with respect to whether Policies issued on a substandard basis (i.e., an Underwriting Class involving higher than standard mortality risk) may qualify as a life insurance contract under Federal tax law, particularly if you pay the full amount of Premiums permitted under the Policy.

Assuming that a Policy qualifies as a life insurance contract for federal income tax purposes, you should not be deemed to be in constructive receipt of the Policy Value, and not have a taxable event until there is a distribution from the Policy. Moreover, the death benefit under a Policy is generally excludable from the gross income of the Beneficiary. As a result, except for claim interest, the Beneficiary generally should not be subject to federal income tax on the Death Benefit Proceeds.

Depending on the total amount of Premiums you pay or changes you make to the Policy, the Policy may be treated as a modified endowment contract (“MEC”) under federal tax laws. If a Policy is treated as a MEC, then Surrenders, partial withdrawals, and loans under the Policy will be taxable as ordinary income to the extent there are earnings in the Policy. In addition, a 10% penalty tax may be imposed on Surrenders, partial withdrawals, and loans taken before you reach age 59 1/2. If the Policy is not a MEC, distributions generally will be treated first as a return of basis or investment in the contract and then as taxable income. Moreover, loans will not be treated as distributions unless the Lapse occurs while a loan is outstanding. Finally, distributions and loans from a Policy that is not a MEC are not subject to the 10% penalty tax. It is not clear that we can take effective action in all possible circumstances to prevent a Policy from inadvertently being classified as a MEC.

The tax consequences associated with keeping a Policy in force after the Insured reaches Attained Age 100 are unclear. A tax adviser should be consulted about these consequences.

See “Federal Tax Considerations.” You should consult a tax adviser for assistance in all Policy-related tax matters.

Loan Risks

A Policy loan, whether or not repaid, will affect Policy Value over time because we subtract the amount of the loan from the Investment Options as collateral and hold it in the Loan Account. This loan collateral does not participate in the investment performance of the Investment Accounts or receive the current interest rate credited to the fixed account options.

We reduce the amount we pay on the death of the Insured by the amount of any Outstanding Loan Amounts. A Policy loan will also reduce your Cash Surrender Value and thereby increase the risk of Lapse, particularly when the investment returns of the amounts remaining in the Investment Accounts are low. Any transfers made from the Investment Accounts and/or the fixed account options as a result of unpaid interest charges will further increase this risk.

A loan may have tax consequences.

Portfolio Risks

A comprehensive discussion of the risks of each Portfolio may be found in each Portfolio’s prospectus. Please refer to the Portfolios’ prospectuses for more information.

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FEE TABLE

The following tables describe the fees and expenses that an Owner will pay when buying, owning, and Surrendering the Policy. Certain of these fees and charges are payable only if you choose an optional Rider. If the amount of a charge varies depending on the individual characteristics of the Owner or Insured, such as Issue Age, gender or Underwriting Class, the tables show the minimum and maximum possible charges, as well as the charges for a typical Owner or Insured. These minimum, maximum and typical charges may assist you in understanding the range of possible charges as well as the charge a typical Owner or Insured may pay, but these charges may not be representative of the amount you actually pay. We may agree to your request to deduct Advisory Fees from your Policy pursuant to your independent agreement with a registered investment advisor, but such expenses are not reflected in the tables below.

TRANSACTION FEES

The following table describes the fees and expenses that an Owner will pay at the time he or she buys the Policy, Surrenders the Policy, or transfers Policy Value among the Investment Options. Please see “Charges and Deductions” section for more information, including the methods for deducting the amounts due.

		Amount Deducted
Charge	When charge is deducted	If the LTA Rider is not in effect	If LTA Rider is in Effect
Premium Expense Charge	Upon receipt of each Premium payment	(as a % of premium)	(as a % of premium)
Current:		First 10 Yrs up to 10 Targets: 10% First 10 Yrs above 10 Targets: 3% Yrs 11+: 2%	1st 10 Yrs up to 10 Targets: 15% 1st 10 Yrs above 10 Targets: 3% Yrs 11+: 3%
Guaranteed:		10%	15%
Partial Withdrawal Charge	At the time of each withdrawal
Current:		$0.00	$0.00
Guaranteed:		$20.00	$20.00
Surrender Charge1	Upon surrender or requested reduction in Base Face Amount
Current:		100%, 100%, 90%, 75%, 70%, 60%, 45%, 35%, 20%, 7%, 0% in years 1 to 10 and 11+, respectively, of premiums paid up to one Target.	0%
Guaranteed:		100%, 100%, 90%, 75%, 70%, 60%, 45%, 35%, 20%, 7%, 0% in years 1 to 10 and 11+, respectively, of one Target.	0%
Transfer Charge	Upon transfer
Current:		$0.00	$0.00
Guaranteed:		$0.00 on first 12 transfers each policy	$0.00 on first 12 transfers each policy year,
		year, $25.00 on each transfer thereafter	$25.00 on each transfer thereafter
Accelerated Death Benefit Charge	At the time the accelerated death benefit is paid
Current:		$0.002	$0.002
Guaranteed:		$200.002	$200.002
Enhanced Cash Value Rider	Upon each premium payment
Current:		5.00% of premium paid in first 10 years up to one Target Premium	5.00% of premium paid in first 10 years up to one Target Premium
Guaranteed:		5.00% of all premium	5.00% of all premium

¹  A Surrender Charge is applicable for 10 policy years from the Policy Date and is calculated as a percentage of the premium paid. A Surrender Charge is also applicable for 10 years from the effective date of any increase in Base Face Amount. The percentage applied to the calculation starts out at 100% and reduces over the Surrender Charge period. The Target Premium varies by the gender, Issue Age and underwriting risk class of the Insured person, the Base Face Amount and whether the policy is issued with the Long Term Accumulation Rider. For a 55 year old male, preferred non-tobacco underwriting risk, $1,500,000 Base Face Amount, $750,000 Supplemental Face Amount, year 1, who has paid a premium of $35,000, the Surrender Charges deducted would be $20,640 when the LTA Rider is not in effect and $0 when the LTA Rider is in effect.

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²  In addition, the proceeds of the accelerated death benefit are discounted for 1 year at a rate equal to the greater of:

• the yield on 90-day Treasury bills on the date the application was approved, or

• the current maximum statutory adjustable policy loan interest rate equal to the Moody’s Corporate Bond Yield Average— Monthly Average Corporate , published by Moody’s Investors Service, Inc., for the calendar month ending two months prior to the date the request is approved.

PERIODIC CHARGES OTHER THAN PORTFOLIO OPERATING EXPENSES

The following table describes the fees and expenses that an Owner will pay periodically during the time he or she owns the Policy, not including the fees and expenses of the Portfolios.

		Amount Deducted
Charge	When charge is deducted	If LTA Rider is not in effect	If LTA Rider is in effect
Policy Fee	At the beginning of each policy month
Current:		$15.00	$8.00
Guaranteed:		$15.00	$8.00
Administrative Expense Charge—Base Face Amount coverage only	At the beginning of each policy month	(per $1,000 of Base Face Amount)	(per $1,000 of Base Face Amount)
Current:		$0.0039 to $0.3719 in first 10 years only	$0.0096 to $0.414 in first 10 years only
Guaranteed:		$0.0039 to $0.3719 in first 10 years only	$0.0096 to $0.414 in first 10 years only
Representative Charge3		$161.25*	$225.00*
		Amount Deducted
Charge	When charge is deducted	If LTA Rider is not in effect	If LTA Rider is in effect
Cost of Insurance4—Base Face Amount	At the beginning of each policy month	(per $1,000 of Net Amount at Risk— higher rates may apply to substandard risks)	(per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)
Generally Policy Dates before October 17, 2015
Current:		$0.0041 to $79.1075	$0.0041 to $79.10167
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5:		$0.3147	$0.3711
Generally Policy Dates on October 17, 2015 and thereafter:
Current:		$0.01307 to $79.1075	$0.015 to $65.44017
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5		$0.3147	$0.3657
Cost of Insurance4— Supplemental Face Amount	At the beginning of each policy month	(per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)	(per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)
Generally Policy Dates before October 17, 2015:
Current:		$0.038 to $77.93	$0.0035 to $79.10167
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5		$0.3289	$0.2969
Generally Policy Dates on October 17, 2015 and thereafter:
Current:		$0.01199 to $63.286	$0.01375 to $54.25416
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5		$0.3085	$0.3364

6  Prospectus   M Intelligent VUL

³  Charge is for a preferred non-tobacco underwriting risk, male Issue Age 55, and a $1,500,000 Base Face Amount and $750,000 Supplemental Face Amount, Policy Year 1.

⁴  The Cost of Insurance charges vary based on Issue Age, gender (in most states), Underwriting Class, and Policy Year. The charge generally increases as the Issue Age increases. The Net Amount at Risk is equal to: the death benefit discounted for a month of interest minus the Policy Value on the Monthly Charge. The Cost of Insurance charges shown in the table may not be typical of the charges you will pay. Your Policy’s data page will indicate the guaranteed Cost of Insurance charge applicable to your Policy, and more detailed information concerning your Cost of Insurance charges is discussed in the “Charges and Deductions—Monthly Charge” section of this prospectus and is available on request from our Administrative Office. Also, before you purchase the Policy, you may request personalized illustrations of hypothetical future benefits under the Policy based upon the Insured’s age and Underwriting Class, the death benefit option, face amount, planned Premiums, and requested Riders. Substandard classifications provide for higher rates with a maximum guaranteed annual rate of $1,000 per $1,000 of Net Amount at Risk and a maximum current annual rate of $1,000 per $1,000 of Net Amount at Risk.

⁵  Charge is for a preferred non-tobacco underwriting risk, male Issue Age 55, Policy Year 1.

		Amount Deducted
Charge	When charge is deducted	If LTA Rider is not in effect	If LTA Rider is in effect
Asset Based Risk Charge	At the beginning of each Policy month)	(% of Policy value invested in the Investment Accounts	(% of Policy value invested in the Investment Accounts)
Generally Policy Dates before October 17, 2015 Current:
		Yrs 1–15: 0.90%	Yrs 1–15: 0.36%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Guaranteed:		Yrs 1–15: 0.90%	Yrs 1–15: 0.36%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Generally Policy Dates on October 17, 2015 and thereafter Current:
		Yrs 1–15: 0.75%	Yrs 1–15: 0.24%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Guaranteed:		Yrs 1–15: 0.90%	Yrs 1–15: 0.36%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Loan Interest Charge	Daily, charged against the Outstanding Loan Amount plus accrued interest
Current:		Yrs 1–10: 4.00%	Yrs 1–10: 4.00%
		Yrs 11+: 3.00%	Yrs 11+: 3.00%
Guaranteed:		Yrs 1–10: 4.50%	Yrs 1–10: 4.50%
		Yrs 11+: 3.50%	Yrs 11+: 3.50%
Extended Maturity Benefit		No Additional Charge	No Additional Charge
Reinstatement Interest Charge	Upon reinstatement of a Lapsed Policy	6% assessed against and added to unpaid Monthly Charges from the date the Policy Lapsed to the date it is reinstated.	6% assessed against and added to unpaid Monthly Charges from the date the Policy Lapsed to the date it is reinstated.
Charges for Other Benefits6
Charitable Giving Benefit		No Additional Charge	No Additional Charge
Overloan Protection Endorsement		No Additional Charge7	No Additional Charge7
Waiver of Monthly Charges Rider	At the beginning of each policy month	(% of Monthly Charges other than the waiver charge until Insured age 65)	(% of Monthly Charges other than the waiver charge until Insured age 65)
Current:		3% to 10%	3% to 10%
Guaranteed:		3% to 10%	3% to 10%
Example8		8.50%	8.50%

⁶  These charges may vary based on the Issue Age of the Insured, gender (in most states), Underwriting Class, Policy Value, Policy Year, Face Amount, death benefit option, and Net Amount at Risk. The charges shown in the table may not be typical of the charges You will pay. Your Policy’s data page will indicate the guaranteed charges applicable to Your Policy, and more detailed information concerning Your charges is available upon request from our Administrative Office.

⁷  There is no specific charge but the Policy Value will be reduced when the Overloan conditions are met.

⁸  Charge is for a male age 55.

M Intelligent VUL   Prospectus 7

ANNUAL PORTFOLIO OPERATING EXPENSES:

The following table shows the minimum and maximum total operating expenses charged by the currently available Portfolios that you may pay periodically during the time you own the Policy, both before and after any contractual fee waivers or reimbursements. These are based on the management fees, distribution (Rule 12b-1) fees, and other expenses charged by the Portfolios during the fiscal year ended December 31, 2015. Expenses of the Portfolios may be higher or lower in the future. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus for each Portfolio.

	Minimum	Maximum
Gross Total Annual Portfolio Operating Expenses (before any contractual waivers or reimbursements) (expenses that are deducted from Portfolio assets, including management fees, distribution (12b-1) fees, and other expenses)	0.11%	1.34%
Net Total Annual Portfolio Operating Expenses (net of any contractual waivers or reimbursements) (expenses that are deducted from Portfolio assets, including management fees, distribution (12b-1) fees, and other expenses)1	0.09%	1.33%

¹  Certain of the Portfolios have entered into contractual expense waiver or reimbursement arrangements that reduce Portfolio expenses during the period of the arrangement. These arrangements vary in length, and are in place at least through April 30, 2017. More detail concerning the Portfolios’ contractual waivers and reimbursements can be found in the footnotes accompanying the next table.

The following table shows the fees (including management fees, distribution (Rule 12b-1) fees, and other expenses) charged by each Portfolio as a percentage of average daily net assets for the fiscal year ended December 31, 2015. Portfolio expenses are not fixed or specified under the terms of the Policy, and may change periodically. Certain portfolios may impose a redemption fee. For further information, consult the Portfolios’ prospectus.

Portfolio	Management Fees	Distribution (12b-1) or Service Fees1	Other Expenses	Acquired Fund Fees and  Expenses2	Gross Total Annual Portfolio Operating Expenses	Contractual Fee Waivers and Reimbursements	Net Total Annual Portfolio Operating Expenses
TIAA-CREF Life Balanced Fund3	0.10%	0.00%	0.13%	0.41%	0.64%	0.13%	0.51%
TIAA-CREF Life Bond Fund4	0.30%	0.00%	0.09%	0.00%	0.39%	0.04%	0.35%
TIAA-CREF Life Growth Equity Fund5	0.45%	0.00%	0.12%	0.00%	0.57%	0.05%	0.52%
TIAA-CREF Life Growth & Income Fund5	0.45%	0.00%	0.10%	0.00%	0.55%	0.03%	0.52%
TIAA-CREF Life International Equity Fund6	0.50%	0.00%	0.16%	0.00%	0.66%	0.06%	0.60%
TIAA-CREF Life Large-Cap Value Fund5	0.45%	0.00%	0.13%	0.00%	0.58%	0.06%	0.52%
TIAA-CREF Life Money Market Fund7	0.10%	0.00%	0.13%	0.00%	0.23%	0.08%	0.15%
TIAA-CREF Life Real Estate Securities Fund8	0.50%	0.00%	0.09%	0.00%	0.59%	0.02%	0.57%
TIAA-CREF Life Small-Cap Equity Fund9	0.46%	0.00%	0.17%	0.00%	0.63%	0.10%	0.53%
TIAA-CREF Life Social Choice Equity Fund10	0.15%	0.00%	0.13%	0.00%	0.28%	0.06%	0.22%
TIAA-CREF Life Stock Index Fund11	0.06%	0.00%	0.05%	0.00%	0.11%	0.02%	0.09%
Delaware VIP Diversified Income Series—Standard Class12	0.58%	0.00%	0.09%	0.00%	0.67%	0.00%	0.67%
Delaware VIP Small Cap Value Series—Standard Class12	0.72%	0.00%	0.08%	0.00%	0.80%	0.00%	0.80%
DFA VA Global Bond Portfolio	0.22%	0.00%	0.04%	0.00%	0.26%	0.00%	0.26%
DFA VA Global Moderate Allocation Portfolio13	0.25%	0.00%	0.03%	0.26%	0.54%	0.14%	0.40%
DFA VA International Small Portfolio	0.50%	0.00%	0.11%	0.00%	0.61%	0.00%	0.61%
DFA VA International Value Portfolio	0.40%	0.00%	0.07%	0.00%	0.47%	0.00%	0.47%
DFA VA Short-Term Fixed Portfolio	0.25%	0.00%	0.03%	0.00%	0.28%	0.00%	0.28%
DFA VA US Large Value Portfolio	0.25%	0.00%	0.04%	0.00%	0.29%	0.00%	0.29%
DFA VA US Targeted Value Portfolio14	0.35%	0.00%	0.04%	0.00%	0.39%	0.00%	0.39%
John Hancock Emerging Markets Value Trust	0.95%	0.00%	0.08%	0.00%	1.03%	0.00%	1.03%
VY® Clarion Global Real Estate Portfolio—Class I15	0.89%	0.00%	0.08%	0.00%	0.97%	0.08%	0.89%
Voya RussellTM Large Cap Growth Index Portfolio—Class I16	0.50%	0.00%	0.03%	0.00%	0.53%	0.10%	0.43%

8  Prospectus   M Intelligent VUL

Portfolio	Management Fees	Distribution (12b-1) or Service Fees1	Other Expenses	Acquired Fund Fees and  Expenses2	Gross Total Annual Portfolio Operating Expenses	Contractual Fee Waivers and Reimbursements	Net Total Annual Portfolio Operating Expenses
M Large Cap Growth Fund17	0.59%	0.00%	0.17%	0.00%	0.76%	0.00%	0.76%
M Large Cap Value Fund17	0.45%	0.00%	0.24%	0.00%	0.69%	0.00%	0.69%
M Capital Appreciation Fund17	0.90%	0.00%	0.17%	0.00%	1.07%	0.00%	1.07%
M International Equity Fund17	0.70%	0.00%	0.26%	0.00%	0.96%	0.01%	0.95%
Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio—I Class18	0.85%	0.00%	0.18%	0.00%	1.03%	0.00%	1.03%
PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class19, 20	0.75%	0.00%	0.00%	0.00%	0.75%	0.00%	0.75%
PIMCO VIT Real Return Portfolio—Institutional Class19, 21	0.50%	0.00%	0.13%	0.00%	0.63%	0.00%	0.63%
PIMCO VIT Total Return Portfolio—Institutional Class	0.50%	0.00%	0.01%	0.00%	0.51%	0.00%	0.51%
PVC Equity Income Account—Class 1	0.49%	0.00%	0.00%	0.00%	0.49%	0.00%	0.49%
PVC MidCap Account—Class 1	0.52%	0.00%	0.01%	0.00%	0.53%	0.00%	0.53%
Prudential Series Fund—Natural Resources Portfolio—Class II22	0.45%	0.25%	0.21%	0.00%	0.91%	0.01%	0.90%
T. Rowe Price® Health Sciences Portfolio I	0.95%	0.00%	0.00%	0.00%	0.95%	0.00%	0.95%
T. Rowe Price® Limited-Term Bond Portfolio	0.70%	0.00%	0.00%	0.00%	0.70%	0.00%	0.70%
Templeton Developing Markets VIP Fund—Class 123, 24, 25	1.25%	0.00%	0.08%	0.01%	1.34%	0.01%	1.33%
Vanguard VIF Capital Growth Portfolio	0.33%	0.00%	0.03%	0.00%	0.36%	0.00%	0.36%
Vanguard VIF Equity Index Portfolio	0.12%	0.00%	0.03%	0.00%	0.15%	0.00%	0.15%
Vanguard VIF High Yield Bond Portfolio	0.25%	0.00%	0.03%	0.00%	0.28%	0.00%	0.28%
Vanguard VIF Mid-Cap Index Portfolio	0.16%	0.00%	0.03%	0.00%	0.19%	0.00%	0.19%
Vanguard VIF Small Company Growth Portfolio	0.34%	0.00%	0.03%	0.01%	0.38%	0.00%	0.38%
Vanguard VIF REIT Index Portfolio	0.24%	0.00%	0.03%	0.00%	0.27%	0.00%	0.27%
Vanguard VIF Total Bond Market Index Portfolio	0.12%	0.00%	0.03%	0.00%	0.15%	0.00%	0.15%

¹  Because the 12b-1 fee is charged as an ongoing fee, over time the fee will increase the cost of your investment and may cost you more than paying other types of sales charges.

²  “Acquired Fund Fees and Expenses” are the Fund’s proportionate amount of the expenses of any investment companies or pools in which the Fund invests. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly as a result of the Fund’s investments. Because “Acquired Fund Fees and Expenses” are included in the chart above, the Fund’s operating expenses here will not correlate with the expenses included in the Financial Highlights in this Prospectus and the Fund’s annual report.

³  Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.10% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

⁴  Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.35% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

⁵  Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.52% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

⁶  Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.60% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

⁷  Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.15% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

M Intelligent VUL   Prospectus 9

⁸  Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.57% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

⁹  Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.53% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

¹⁰ Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.22% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

¹¹ Under the Fund’s expense reimbursement arrangements, the Fund’s investment advisor, Teachers Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.09% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2017 unless changed with approval of the Board of Trustees.

¹² The Series’ investment manager, Delaware Management Company (Manager), has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations) in order to prevent total annual series operating expenses from exceeding, in an aggregate amount, 0.74% of the Series’ average daily net assets from April 29, 2016 through May 1, 2017 . These fee waivers and expense reimbursements apply only to expenses paid directly by the Series. The waivers and reimbursements may only be terminated by agreement of the Manager and the Series.

¹³ The Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the DFA VA Global Moderate Allocation Portfolio. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2017, and may only be terminated by the Fund’s Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed up to thirty-six months after such fee waiver and/or expense assumption.

¹⁴ Fees and expenses shown as of fiscal year ended October 31, 2016

¹⁵ The adviser is contractually obligated to limit expenses to 0.90% through May 1, 2017. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, Acquired Fund Fees and Expenses, and extraordinary expenses. The limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. The adviser is also contractually obligated to waive a portion of the management fee through May 1, 2017. The management fee waiver for the Portfolio is an estimated 0.01%. Termination or modification of these obligations requires approval by the Portfolio’s board.

¹⁶ The adviser is contractually obligated to limit expenses to 0.93%, 0.43%, and 0.68% for Class ADV, Class I, and Class S shares, respectively through May 1, 2017. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. The limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. The adviser is contractually obligated to waive 0.10% of the management fee through May 1, 2017. Termination or modification of these obligations requires approval by the Portfolio’s board.

¹⁷ For the period from May 1, 2016 to April 30, 2017, the Adviser has contractually agreed to reimburse the Fund for certain operating expenses (other than advisory fees, brokerage or other portfolio transaction expenses or expenses for litigation, indemnification, taxes or other extraordinary expenses) to the extent that such expenses exceed 0.25% of the Fund’s annualized average daily net assets.

Prior to May 1, 2016, the Adviser had contractually agreed to reimburse each Fund for any expenses (other than advisory fees, brokerage or other portfolio transaction expenses or expenses for litigation, indemnification, taxes or other extraordinary expenses) to the extent that such expenses exceed 0.25% of a Fund’s annualized daily average net assets.

¹⁸ Neuberger Berman Investment Advisers LLC (“NBIA”) has undertaken through December 31, 2019 to waive fees and/or reimburse certain operating expenses excluding taxes, interest, extraordinary expenses, brokerage commissions, dividend and interest expenses relating to short sales, and acquired fund fees and expenses, that exceed, in the aggregate, 1.50% of average daily net asset value of the Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio Class I. The expense limitation arrangements for the Portfolio are contractual and any excess expenses can be repaid to NBIA within three years of the year incurred, provided such recoupment would not cause a Portfolio to exceed its respective limitation.

¹⁹ “Other Expenses” reflect interest expense and is based on the amount incurred during the Portfolio’s most recent fiscal year as a result of entering into certain investments, such as reverse repurchase agreements. Interest expense is required to be treated as a Portfolio expense for accounting purposes and is not payable to PIMCO. The amount of interest expense (if any) will vary based on the Portfolio’s use of such investments as an investment strategy.

²⁰ Total Annual Portfolio Operating Expenses excluding interest expense is 0.75% for the Institutional Class shares.

²¹ Total Annual Portfolio Operating Expenses excluding interest expense is 0.60% for the Institutional Class shares.

²² PSF Natural Resources Portfolio: Prudential Investments LLC (the Investment Manager) has contractually agreed to waive 0.008% of its investment management fee through June 30, 2017. This contractual investment management fee waiver may not be terminated or modified prior to June 30, 2017 without the prior approval of the Trust’s Board of Trustees.

²³ The Fund administration fee is paid indirectly through the management fee.

²⁴ Management fees and other expenses have been restated to reflect fiscal year fees and expenses as a result of the bundling of the fund’s investment management agreement with its fund administration agreement effective May 1, 2014. Such combined investment management fees are described further under “Management” in the fund’s prospectus. Total annual fund operating expenses are not affected by such bundling.

²⁵ The investment manager has contractually agreed to reduce its fees as a result of the fund’s investment in a Franklin Templeton money market fund (the “acquired fund”) for at least the next 12 month period.

10  Prospectus   M Intelligent VUL

THE POLICY

PURCHASING A POLICY

To purchase a Policy, you must submit a completed application to us at our Administrative Office. The minimum Total Face Amount is generally $100,000. At our option, we may have different minimum Total Face Amounts for certain classes of Policies.

Generally, the Policy is available for Insureds between Issue Ages 0–90. Issue Ages may vary by state. Please call the Administrative Office for details. We can provide you with details as to our underwriting standards when you apply for a Policy. We reserve the right to modify our underwriting requirements at any time. We must receive evidence of insurability that satisfies our underwriting standards before we will issue a Policy. We reserve the right to reject an application for any reason permitted by law.

While your application is being reviewed, we may make available to you temporary life insurance coverage if you have signed a Temporary Insurance Agreement (TIA) and made an advanced payment. The temporary coverage begins on the later of the date the TIA is signed and the date the payment is received, has a maximum amount and is subject to other conditions. Pending approval of your application, any advance payments will be held in our general account.

We will notify you when our underwriting process has been completed. Insurance coverage under the Policy will not take effect until the minimum first Premium has been paid.

REPLACING EXISTING INSURANCE

It may not be in your best interest to Surrender, lapse, change, or borrow from existing life insurance policies or annuity contracts in connection with the purchase of the Policy. You should compare your existing insurance and the Policy carefully. You should replace your existing insurance only when you determine that the Policy is better for you. You may have to pay a Surrender charge on your existing insurance. If you are planning to fund the Policy with a 1035 exchange, you should talk to your financial professional and/or tax adviser to make sure the exchange will be tax free. If you Surrender your existing policy for cash and then buy the Policy, you may have to pay a tax, including possibly a 10% penalty tax, on the Surrender. If you transfer to us a policy you wish to exchange for our Policy, we will not issue the Policy until we have received an initial Premium from your existing insurance company, and the issuance of the Policy may therefore be subject to delay.

WHEN INSURANCE COVERAGE TAKES EFFECT

Insurance coverage under the Policy will take effect only if the proposed Insured is alive and in the same condition of health as described in the application when we deliver the Policy to you, and if the minimum first Premium has been paid. We begin to deduct Monthly Charges from your Policy Value on the Policy Date.

RIGHT TO CANCEL

You may cancel a Policy during the Right to Cancel Period by providing Acceptable Notice of cancellation and returning the Policy to us. The Right to Cancel Period begins when you receive the Policy and generally expires after a period determined under state law. If you decide to cancel the Policy during the Right to Cancel Period, we will treat the Policy as if we never issued it. Within 7 days after we receive the returned Policy, we will refund an amount equal to the sum of:

• The Policy Value as of the end of the Business Day we receive the returned Policy, plus

• Any Premium Expense Charge deducted from Premiums paid, plus

• Any Monthly Charges charged against the Policy Value, plus

• An amount reflecting any other charges deducted under the Policy.

Where state law requires, the refund will equal all payments you made.

OWNERSHIP AND BENEFICIARY RIGHTS

The Policy belongs to the Owner named in the application. While an Insured is alive, the Owner may exercise all of the rights and options described in the Policy. The Owner is the Insured unless the application specifies a different person as the Owner or the Owner is changed thereafter. If the Owner is not an Insured and dies before the Insured, ownership of the Policy will pass to the next named Owner then living, or if no Owner is living, to the Owner’s estate. To the extent permitted by law, Policy benefits are not subject to any legal process for the payment of any claim against the payee, and no right or benefit will be subject to claims of creditors (except as may be provided by assignment). If a joint Owner has been named and both Owners are living, authorization from both Owners is required for changes and transactions other than the allocation of Premiums. All reference herein to Owner shall be read as applying to single or joint Owners.

The Owner may, subject to certain restrictions, exercise certain rights including selecting and changing the Beneficiary, changing the Owner, and assigning the Policy. We reserve the right to reject assignments that we reasonably believe are intended to develop a secondary market for the Policy, such as selling the Policy to a ‘factoring company’ that pays a discounted lump sum in return for assignments of future death benefits.

Changing the Owner and assigning the Policy may have tax consequences. The principal right of the Beneficiary is the right to receive the Death Benefit Proceeds under the Policy.

M Intelligent VUL   Prospectus 11

MODIFYING THE POLICY

Any modification or waiver of our rights or requirements under the Policy must be in writing and signed by our president, a vice president, or our secretary. Upon notice to you, we may modify the Policy:

• to conform the Policy, our operations, or the Separate Account’s operations to the requirements of any law (or regulation issued by a government agency) to which the Policy, our Company, or the Separate Account is subject;

• to assure continued qualification of the Policy as a life insurance contract under federal tax laws; or

• to reflect a change in the Separate Account’s operation.

If we modify the Policy, we will make appropriate endorsements to the Policy. If any provision of the Policy conflicts with the laws of a jurisdiction that governs the Policy, we reserve the right to amend the provision to conform with these laws. Any material change to the Policy must be approved by the State Insurance Department of each state where the Policy is made available. Any resulting material change to this prospectus must be filed with the SEC prior to use.

PREMIUMS

MINIMUM INITIAL PREMIUM

The minimum Initial Premium is due on or before the Policy Issue Date. No insurance under the Policy will take effect until the minimum Initial Premium is paid, and the health and other conditions of the Insured described in the application must not have changed. Any temporary coverage is under a separate policy. The minimum Initial Premium is stated in your Policy and will not be less than $100.

PREMIUM FLEXIBILITY

When you apply for a Policy, you will elect a payment schedule for Premiums that is on a monthly, quarterly, semiannual, annual, or single-sum basis. You are not actually required to pay Premiums according to that (or any) schedule. However, you may greatly increase your risk of Lapse if you do not regularly pay Premiums because the Policy Value may not be sufficient to cover the Monthly Charges when due.

You have flexibility to determine the frequency and the amount of the Premiums you pay, and you can change the planned periodic Premium schedule at any time. If you are submitting a Premium payment pursuant to a Premium reminder notice, the address for payment will be enclosed with the notice. You may also send your Premium payments to our Administrative Office. If you have an outstanding Policy loan, we will credit all payments you send to us as Premium payments unless you provide Acceptable Notice for the payments to be applied as loan repayments. You may also choose to have Premium payments automatically deducted periodically from your bank account under the automatic payment plan. Payment of the planned Premiums or any other level of Premiums does not guarantee that the Policy will not Lapse. See “Policy Lapse and Reinstatement.”

You may not pay any Premiums after the Policy’s Final Policy Date. You may not pay Premiums less than $50, and we reserve the right to limit total Premiums plus transfers allocated to each fixed account option under a Policy to $500,000 each Policy Year. Note that we cannot accept cash, money orders or travelers’ checks. In addition, we will not accept a third-party check where the relationship of the payor to the Owner cannot be identified from the face of the check.

Any time you submit a Premium payment that may impact the status of your contract, we will or have the right to hold, limit, or refund all or part of your Premium payment until we receive sufficient instructions or if required, evidence of insurability. These situations include but are not limited to:

• The Premium would disqualify the Policy as a life insurance contract under the Code;

• The Premium would cause the Policy to become a MEC under the Code, unless you have consented in writing to your policy becoming a MEC;

• The Premium would cause an immediate increase in the death benefit as a result of Section 7702 of the Code—the section of the Code that addresses life insurance (unless you provide us with satisfactory evidence of insurability).

You can stop paying Premiums at any time and your Policy will continue in force until the earliest of the date when either: (1) the Insured dies; (2) the Grace Period ends without a sufficient payment (see “Policy Lapse and Reinstatement”); or (3) we receive your Acceptable Request requesting a Surrender of the Policy.

PREMIUM LIMITATIONS

If the Guideline Premium Test is used to determine whether the Policy qualifies as life insurance under the Code, total Premium payments must not exceed certain stated limits—the “guideline premium” amount. We have established procedures to monitor whether aggregate Premiums paid under a Guideline Premium Test Policy exceed those limits. If we become aware that a Premium payment would result in total Premiums exceeding these limits, we will accept only that portion of the Premium that would make total Premiums equal the guideline premium amount. We will not refund any Premium necessary to keep the Policy in force.

The maximum Premium limitations set forth in the Code depend in part upon the amount of the death benefit at any time. As a result, any Policy changes that affect the amount of the death benefit may affect whether cumulative Premiums paid under the Policy exceed the maximum Premium limitations. Premiums may be limited after the Insured’s age 100. The tax consequences of keeping a Policy in force after the Insured reaches Attained Age 100 are unclear. A tax adviser should be consulted about such consequences. See “Choice of Tax Test” for more information regarding the Guideline Premium Test.

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Modified Endowment Contracts (“MECs”). There are special federal income tax rules for distributions from life insurance policies that are MECs. These rules apply to Policy loans, Surrenders, and partial withdrawals. These rules apply if the Premiums we receive are greater than the “seven-pay limit” for your Policy as determined under Section 7702A of the Code. The “seven-pay limit” means that, during generally the first seven years of a policy, the sum of the actual premiums paid may not exceed the sum of the “seven-pay premiums.” Generally, the “seven-pay premium” is the level annual premium, such that if it were paid for each of the first seven years, the premiums paid fully pay for all future life insurance and endowment benefits under a life insurance policy. For example, if the “seven-pay premiums” were $1,000, the maximum cumulative premiums that could be paid during the first seven years of a policy to avoid MEC status would be $1,000 in the first year, $2,000 through the first two years, $3,000 through the first three years, etc. Under this test, a policy may or may not be a MEC, depending on the amount of premiums paid during each of the policy’s first seven years. A policy received in exchange for a MEC will be taxed as a MEC even if it would otherwise satisfy the seven-pay test.

Special MEC testing rules apply if you reduce the Face Amount of your policy during the first 7 policy years or if your policy is materially changed. You should consult your tax adviser if you are considering making any Face Amount reduction or another significant change to your policy

Prior to the Policy Date, if we find that your planned periodic Premium would cause your Policy to become a MEC, we will notify you and request further instructions. We will then issue your Policy based on the planned periodic Premium you have selected. If you do not want your Policy to become a MEC, you may reduce your planned periodic Premium to a level that does not cause your Policy to become a MEC. We will then issue your Policy based on the revised planned periodic Premium. See “Federal Tax Considerations—Tax Treatment of Policy Benefits—Modified Endowment Contracts.”

After the Policy Date, if we discover that you have made a Premium payment that would cause your Policy to become a MEC, we will place the Premium amount in a suspense account. We will not apply this amount to your Policy unless and until you acknowledge in writing that you know that the Policy will become a MEC and that you nevertheless wish us to apply this amount to your Policy. Similarly, we will not honor your instructions regarding withdrawals, changes in death benefit options or changes in Face Amounts if any such action would result in the Policy becoming a MEC until you acknowledge in writing that you know that the Policy will become a MEC and that you nevertheless wish us to take such action. Additionally, if your Policy has inadvertently become classified as a MEC, and assuming that you do not want your Policy to be a MEC, we will attempt to enable your Policy to continue to meet the seven-pay test for federal income tax purposes (and not be a MEC) by refunding any excess Premium and related earnings or losses to you. It is not clear, however, if we can take effective action in all possible circumstances to prevent a Policy that has exceeded the applicable Premium limitation from being classified as a MEC.

Exchanges from a Prior Life Policy. We may accept as part of your first Premium money from another life insurance policy that qualifies for a tax-free exchange under Section 1035 of the Code, contingent upon receipt of the cash from that contract. Not all policy exchanges qualify for tax- free exchange treatment. Contract exchanges may have tax consequences. See “Federal Tax Considerations.”

ALLOCATING PREMIUMS

When you apply for a Policy, you must instruct us on the application form to allocate your Net Premium to one or more Investment Options according to the following rules:

• Allocation percentages must be in whole numbers and the sum of the percentages must equal 100%.

• We will allocate the Net Premium based on the price determined at the end of the Business Day we are deemed to receive it at our Administrative Office according to your current Premium allocation instructions.

• You can change the allocation instructions for additional Net Premiums without charge by providing us with Acceptable Notice. Any change in allocation instructions will be effective at the end of the Business Day we receive your request.

Unless you provide instructions indicating otherwise, we deduct Monthly Charges pro rata from the Investment Accounts and the fixed account options (see “Monthly Charge”).

Investment returns from amounts allocated to the Investment Accounts will vary with the investment performance of these Investment Accounts and will be reduced by Policy charges. You bear the entire investment risk for amounts you allocate to the Investment Accounts. You should periodically review your allocation schedule in light of market conditions and your overall financial objectives.

DELAY IN ALLOCATIONS

Some states require us to refund all payments if you return your Policy during the Right to Cancel Period. In those states, where you have instructed that all or a portion of the Net Premium be allocated to one or more Investment Accounts, we will allocate that amount to the Investment Account that invests in the TIAA-CREF Life Money Market Fund (the “Money Market Account”). We will allocate the remaining portion of your Net Premium (if any) to the Fixed Account. Following the end of the Right to Cancel Period, we will allocate that Policy Value in the Money Market Account among the Investment Accounts as indicated in your current Premium allocation instructions. If the Right to Cancel Period ends on a non-Business Day, we will allocate Policy Value among the Investment Accounts using Unit values as of the immediately preceding Business Day. We invest all Net Premiums paid thereafter based on the allocation

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percentages then in effect. Since our procedures should result in delivery of your Policy on the second day after we issue it, we begin measuring the Right to Cancel period two days after we issue your Policy.

VALUATIONS

POLICY VALUE

The Policy Value serves as the starting point for calculating important values under a Policy, such as the Cash Surrender Value and, in some cases, the death benefit. The Policy Value varies from day to day depending on factors such as the amount and timing of your Premium payment, the performance of the Investment Accounts you have chosen, the interest rates of the fixed account options and Loan Account, Policy charges, how much you have borrowed or withdrawn and the level of Policy and Rider benefits. We do not guarantee a minimum Policy Value.

Policy Value:

• Equals the sum of all values in the Investment Accounts, the fixed account options, and the Loan Account.

• is determined first on the Policy Date and then on each date thereafter; and

• has no guaranteed minimum amount and may be more or less than Premiums paid.

CASH SURRENDER VALUE

The Cash Surrender Value is the amount we pay to you when you Surrender your Policy. We determine the Cash Surrender Value as of the end of the Business Day when we receive your Acceptable Request to Surrender.

Cash Surrender Value at the end of any day equals:

• the Policy Value as of such date; minus any Outstanding Loan Amount and any Surrender Charge.

INVESTMENT ACCOUNT VALUE

At the end of any Business Day, the Investment Account value is equal to the number of Units in each Investment Account attributable to the Policy multiplied by the Unit value for that Investment Account.

The Number of Units in any Investment Account at the end of any day equals:

• Units purchased with Net Premiums; plus

• Units purchased via transfers from another Investment Account, the fixed account options or the Loan Account; minus

• Units redeemed to pay for Monthly Charges; minus

• Units redeemed to pay for partial withdrawals; minus

• Units redeemed to pay transfer charges, Surrender Charges, or any other charges incurred in connection with the exercise of rights under the policy Riders; and minus

• Units redeemed as part of a transfer to another Investment Account, the fixed account options, or the Loan Account.

Every time you allocate or transfer money to or from an Investment Account, we convert that dollar amount into Units. We determine the number of Units we credit to, or subtract from, your Policy by dividing the dollar amount of the transaction by the Unit value for that Investment Account at the end of the Business Day.

UNIT VALUE

We determine a Unit value for each Investment Account to reflect how investment performance affects the Policy Value. Unit values will vary among Investment Accounts. The Unit value may increase or decrease from one Business Day to the next.

The Unit value of any Investment Account at the end of any Business Day equals:

• the Unit value of the Investment Account on the immediately preceding Business Day; multiplied by

• the net investment factor for that Investment Account on that Business Day.

• The net investment factor:

• measures the investment performance of an Investment Account from one Business Day to the next;

• increases to reflect investment income and capital gains (realized and unrealized) for the shares of the underlying Portfolio; and

• decreases to reflect any capital losses (realized and unrealized) for the shares of the underlying Portfolio, as well as the underlying Portfolio expenses.

Unit values on any non-Business Day are determined using the Unit values as of the most recent prior Business Day.

FIXED ACCOUNT OPTION VALUE

The Fixed Account option value at the end of any day is equal to:

• the Net Premium(s) allocated to the fixed account option; plus

• any amounts transferred to the fixed account option (including amounts transferred from the Loan Account); plus

• interest credited to the fixed account option; minus

• amounts deducted from the fixed account option to pay for Monthly Charges; minus

• amounts withdrawn from the fixed account option; minus

• amounts deducted from the fixed accounts to pay transfer charges, Surrender Charges, or any other charges incurred in connection with the exercise of rights under the policy Riders; and minus

• amounts transferred from the fixed account option to an Investment Account or to the Loan Account.

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DEATH BENEFIT

In your application for the Policy, you will tell us how much life insurance coverage you want on the life of the Insured person. This is called the “Total Face Amount.” Total Face Amount is composed of the Base Face Amount (BFA) and any Supplemental Face Amount (SFA) you elect.

We reserve the right to limit the SFA to no more than 80% of the Total Face Amount. There are a number of factors you should consider in determining the combination of coverage in the form of the BFA and the SFA. These factors are discussed under “Base Face Amount vs. Supplemental Face Amount” section below.

BASE FACE AMOUNT VS. SUPPLEMENTAL FACE AMOUNT

As noted above, you should consider a number of factors in determining whether to elect coverage in the form of BFA or in the form of SFA. Cost of insurance charges are generally lower on a current basis on the SFA portion and the Administrative Expense Charges do not apply to any SFA. However, these savings are balanced by the following differences:

• The SFA will be subject to a shorter No-Lapse Guaranteed Period (see “No-Lapse Guarantee”).

• The SFA portion is not included in any Accelerated Death Benefits.

• The SFA portion is not included in the Charitable Giving Benefit.

• The SFA coverage will expire on the policy anniversary nearest the Insured person’s 120th birthday.

• Any SFA with money allocated to a fixed account option will receive a lower guaranteed minimum annual effective credited rate than BFA fixed account allocations.

Please also note that we do not pay compensation to broker-dealers on the SFA portion of the Policy.

DEATH BENEFIT PROCEEDS

As long as the Policy is in force, we will pay the Death Benefit Proceeds to the Beneficiary once we receive at our Administrative Office satisfactory proof of the death of the Insured. We may require you to return the Policy. We will pay the Death Benefit Proceeds in a lump sum or under another payment method. If all Beneficiaries die before the Insured, we will pay the Death Benefit Proceeds in a lump sum to you or your estate. See “Death Benefit—Payment Methods.”

Death Benefit Proceeds Equal:

• the death benefit (described below); minus

• any unpaid Monthly Charges; minus

• any Outstanding Loan Amounts

If all or part of the Death Benefit Proceeds is paid in one sum, we will pay interest on this sum as required by law. Any interest received will be taxable to the Beneficiary as ordinary income.

We may further adjust the amount of the Death Benefit Proceeds under circumstances of suicide and contestability.

DEATH BENEFIT OPTIONS

You must choose in your application among three death benefit options under the Policy: Option A, Option B and Option C. Option A provides a level death benefit, while Options B and C provide increasing death benefits. We calculate the amount available under each death benefit option as of the date of the death of the Insured. Under any option, when Policy Value minus the amount of outstanding Policy loans is insufficient to cover the Monthly Charge, the Policy enters a Grace Period. See “Policy Lapse and Reinstatement” for further detail. Payment of any death benefit in excess of Policy Value is subject to our financial strength and claims-paying ability.

The Death Benefit under Option A is the greater of:

• the Total Face Amount; and

• the minimum death benefit required under the tax test you select (described below).

The Death Benefit under Option B is the greater of:

• the Total Face Amount plus the Policy Value (the Company will calculate the amount of the death benefit proceeds as of the end of the date the person insured by the policy dies) and

• the minimum death benefit required under the tax test you select (described below).

The Death Benefit under Option C is the greater of:

• the Total Face Amount plus all of the Premiums credited to the Policy since the Issue Date (the Company will calculate the amount of the death benefit proceeds as of the end of the date the person insured by the policy dies) and

• the minimum death benefit required under the tax test you select (described below).

Which Death Benefit Option to Choose. If you prefer to have Premium payments and favorable investment performance reflected partly in the form of an increasing death benefit, you should choose Option B. If you prefer to have an increasing death benefit that only reflects Premium payments, you should choose Option C. If you are satisfied with the amount of the existing insurance coverage and prefer to have Premium payments and favorable investment performance reflected in a reduced cost of insurance charge and a corresponding maximization of Policy Value over time, you should choose Option A. The maximum Premium limit that can be paid into an Option B Policy is higher than for Option A under the Guideline Premium Test. The maximum Premium limit for Option C is the same as for Option A. In addition, partial withdrawals from Option B Policies generally do not reduce the Total Face Amount of coverage, while partial withdrawals from Option A or Option C Policies will reduce the Total Face Amount of coverage. See the section entitled “Surrenders and Partial Withdrawals” for more information on how partial withdrawals affect Policy Value.

The amount of the death benefit may vary with the Policy Value.

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• Under Option A or Option C, the death benefit will vary with the Policy Value whenever the minimum death benefit required under the tax test you choose is greater than the Total Face Amount (Option A) or exceeds the Total Face Amount plus all the Premiums credited to the Policy (Option C).

• Under Option B, the death benefit will always vary with the Policy Value.

Choice of Tax Test. Under either tax test, the Code requires that the Policy’s death benefit not be less than certain defined amounts. The required death benefit in relation to a given amount of Policy Value is generally lower for the Guideline Premium Test than for the Cash Value Accumulation Test, because the Guideline Premium Test also includes an explicit limitation on the cumulative premiums paid. When you apply for your Policy, the Guideline Premium Test will be used as the tax law test applicable to your Policy unless you specifically elect the Cash Value Accumulation Test. Once the Policy is issued, you may not change the tax law test. You should consult a tax adviser as to the selection of the tax law test before applying for the Policy.

Under the Guideline Premium Test, the death benefit will not be less than the Policy Value times the corridor factor set by the Code and shown in the Table of Death Benefit Factors in your Policy. The corridor factors vary by, and are shown based on, Attained Age of the Insured at the start of the Policy Year, as follows.

Attained Age*l	Percentage	Attained Age	Percentage
40 and under	250%	60	130%
45	215%	65	120%
50	185%	70	115%
55	150%	75 through 90	105%
		95 through 99	100%

* For Attained Ages not shown, the percentages will decrease pro rata each year.

Under the Guideline Premium Test we will compute 2 premium limits that apply at issue. These are a Guideline Single Premium and a Guideline Level Premium. Under the Guideline Premium Limitation component of the Guideline Premium Test your cumulative premiums paid as of any date cannot exceed the greater of a) the Guideline Single Premium, or b) the sum of the Guideline Level Premiums.

In general, the Cash Value Accumulation Test allows the Owner to maximize his or her Policy Value during the earlier Policy Years because more Premiums may be paid into the Policy under that test than under the Guideline Premium Test. The Guideline Premium Test allows the Owner to obtain a specified amount of insurance coverage at the most economic cost because the Owner can maintain a higher Policy Value in relation to the death benefit options and, thereby, reduce the Net Amount at Risk under the Policy.

CHANGING DEATH BENEFIT OPTIONS

After the first Policy Year, subject to certain restrictions, you may change death benefit options with no additional charge while the Policy is in force. Changing the death benefit option may affect the Net Amount at Risk over time (which would affect the monthly cost of insurance charge). However, we will not permit any change that would result in your Policy being disqualified as a life insurance contract under Section 7702 of the Code. This may occur, for example, if you seek to change the death benefit option of an outstanding Policy that qualifies as life insurance under the Guideline Premium Test and the change in death benefit option results in a lower maximum Premium limit. In that event, we will not permit the change in death benefit option unless the Owner withdraws the requisite amount to stay within the applicable limits. We also will not permit any change that would make your Policy a MEC under the Code without specific instructions to that effect, provided to us in an Acceptable Notice. A change of death benefit option may have tax consequences. You should consult a tax adviser before changing death benefit options.

You can change your death benefit option starting from your first Policy anniversary while your Policy is in force. Here’s how it works:

• You must send us an Acceptable Request to make such a change.

• The change will become effective either on the date we approve it, if that date is a Monthly Charge date, or on the first Monthly Charge date that follows the date we approve the change. We’ll make the change before we deduct the Monthly Charge.

• We won’t allow a change if the Monthly Charges are being waived under a Waiver of Monthly Charges Rider.

• We will not allow any change in death benefit option that prevents the Policy from qualifying as life insurance under federal tax law.

• If a change in death benefit option would cause your Policy to be classified as a MEC, we will not process the change until you tell us to in a form satisfactory to us.

• We’ll send you a Policy endorsement or revised policy pages after we make the change.

If you change from Option A to Option B or Option C:

Here’s what you need to know about changing from Option A to Option B or Option C:

• The Insured must be alive and you must give us satisfactory evidence of insurability.

• After the change, the Total Face Amount can’t be less than the minimum Total Face Amount shown in Section 1 of the Policy.

• We’ll decrease the Total Face Amount by the Policy Value, if to Option B, or accumulated Premiums paid, if to Option C, so that your death benefit is approximately the same on the date of the change.

• A decrease equal to the Policy Value or the accumulated premiums on the effective date of the change will be applied first to layers of SFA, from most recent to oldest, and then to layers of BFA, from most recent to oldest.

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If you change from Option B or Option C to Option A:

Here’s what you need to know about changing from Option B or Option C to Option A:

• The Insured must be alive and you must give us satisfactory evidence of insurability.

• We’ll increase the Total Face Amount by the Policy Value, if from Option B, or accumulated Premiums paid, if from Option C, so that your death benefit is approximately the same on the date of the change.

• We’ll increase the Total Face Amount on the effective date of the change. The increase will apply to the most recent layer of coverage. If both a BFA and an SFA layer are the most recent layers, the increase will apply to the most recent BFA layer.

If you change from Option B to Option C or Option C to Option B:

Here’s what you need to know about changing from Option B to Option C or Option C to Option B:

• The Insured must be alive and you must give us satisfactory evidence of insurability.

• We’ll adjust the Total Face Amount by the difference in Policy Value and accumulated Premiums paid so that your death benefit is approximately the same on the date of the change. A change from Option B to Option C will increase the Total Face Amount by Policy Value less accumulated Premiums paid. A change from Option C to Option B will increase the Total Face Amount by accumulated Premiums paid less Policy Value.

• If the increase in Total Face Amount is positive, the increase will apply to the most recent layer of coverage. If both a BFA and an SFA layer are the most recent layers, the increase will apply to the most recent BFA layer. If the increase in Total Face Amount is negative, so that there is a decrease in Total Face Amount, the decrease will apply first to layers of SFA, from most recent to oldest, and then to layers of BFA, from most recent to oldest.

PAYMENT OF DEATH BENEFIT

Death Benefit Proceeds. Death Benefit Proceeds will ordinarily be paid to the Beneficiary within 7 days after we receive satisfactory proof of the death of the Insured and all other requirements are satisfied, including receipt by us at our Administrative Office of all required documents. We determine the amount of a payment from the Separate Account as of the date of death. If you don’t choose a payment method, your Beneficiary can choose one when he or she files a claim after the death of the Insured. If Death Benefit Proceeds are paid in a single sum, we pay interest on this sum as required by law. Any interest paid will be taxable to the Beneficiary.

Payment Methods. You can choose for your beneficiaries to receive the death benefit proceeds in a lump sum or in monthly payments. If you don’t choose a payment method, your Beneficiary can choose one when he or she makes a claim.

There are several ways of receiving proceeds under the death benefit and Surrender provisions of the Policy other than in a lump sum. You may choose to have proceeds paid on a guaranteed interest basis or paid on a basis that varies with the investment performance of an Investment Account. More detailed information concerning these payment methods is available upon request from our Administrative Office.

CHARITABLE GIVING BENEFIT

The Charitable Giving Benefit pays, upon the death of the Insured, an additional death benefit, over and above the Death Benefit Proceeds, equal to one percent (1%) of the Policy’s BFA, but the additional benefit can be no greater than $100,000. Any SFA does not increase the amount of the additional benefit. The Beneficiary may be chosen at any time during the life of the Policy. There is no additional charge for this benefit. The designated beneficiary of this benefit must be any organization accredited as a charity with the IRS under section 501(c) (3) of the Code. The Charitable Giving Benefit may not be available in all states. The Charitable Giving Benefit may have tax consequences.

ACCELERATED DEATH BENEFIT

In some states, prior to the Final Policy Date and while the Policy is in force, you may elect to receive a one-time lump sum accelerated death benefit when the Insured suffers from a terminal illness. A terminal illness means a state of health in which an Insured’s life expectancy is twelve (12) months or less. We will require you to submit acceptable proof to us of the Insured’s terminal illness before we approve your application for the accelerated death benefit.

Subject to state variations, you may elect to accelerate all or only a portion of the death benefit attributed to BFA layers of coverage. However, you may not elect to accelerate an amount that is less than 25% of the Policy death benefit available for acceleration or $50,000, whichever is less. Death benefits attributed to SFA layers of coverage cannot be accelerated.

The accelerated death benefit will generally equal the requested available proceeds reduced by:

• one year of interest at a rate equal to the greater of the yield on a 90-day Treasury bill on the date we approve your application; or the rate equal to the Moody’s Corporate Bond Yield Average—Monthly Average Corporate, published by Moody’s Investors Service, Inc., for the calendar month ending two months prior to the date the request is approved.

• an administrative expense charge not to exceed $200; and

• any amounts due within the Policy’s Grace Period that are unpaid on the date we approve your application for an accelerated death benefit; and

• any Outstanding Loan Amounts existing on the date we approve your application for an accelerated death benefit multiplied by the ratio of the accelerated proceeds to the death benefit of the Policy before the acceleration.

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The accelerated death benefit will vary from state to state and may not be available in all states.

If the Insured is diagnosed with a terminal illness, you are not obligated to exercise this option as this is an optional benefit. We will not approve your application if we know that you are applying to get the death benefit to satisfy any judgments against you, to satisfy the claims of any creditor, or to apply for, receive or maintain any government sponsored benefit or entitlement or any other form of public assistance.

If we approve your application for partial acceleration of the Policy death benefit, the unaccelerated portion of the Policy’s death benefit will remain in effect. After the payment of an accelerated death benefit, the Policy’s BFA, Policy Value and any Outstanding Loan Amounts will be reduced by the ratio of the accelerated death benefit to the death benefit of the Policy before the acceleration. The acceleration of all the Policy’s death benefit will result in the termination of the Policy.

Once approved, there is no restriction on the use of an accelerated death benefit payment.

Receipt of an accelerated death benefit payment may affect eligibility for Medicaid and other government assistance programs. Payments received under the accelerated death benefit will be excludable from the gross income of the recipient if applicable tax law requirements are met. You should consult a tax adviser before requesting an accelerated death benefit.

Your right to receive payment under this option is subject to a number of conditions stated in your Policy. You should consult your Policy for the effects of an accelerated death benefit on incontestability and suicide.

EXTENDED MATURITY BENEFIT

With the extended maturity benefit, the Policy will remain in force for the life of the Insured. When the Insured reaches age 120, the death benefit will be the death benefit option then in effect.

Charges will no longer be deducted from the Policy. Policy Value will continue to be invested in any of the available Investment Options. Loans and withdrawals will continue to be available. Any loans present on the Policy at age 120 will remain on the Policy and continue to be charged interest. No additional Premium payments will be allowed, but payments towards the loan balance or interest will be allowed. Any SFA coverage will terminate at age 120.

There is no charge for this benefit.

The tax consequences associated with keeping a Policy in force after the Insured on a single life Policy reaches Attained Age 100 are unclear. A tax adviser should be consulted about such consequences.

CHANGING THE BFA AND SFA

You select the BFA and any SFA when you apply for the Policy. You may request coverage increases to the BFA and SFA at any time after the policy has been inforce for 30 days, and subject to the conditions described below. We will not permit any change that would result in your Policy being disqualified as a life insurance contract under Section 7702 of the Code. Changing the Face Amounts may have tax consequences. In particular, decreasing the Face Amount of a Policy using the Guideline Premium Test may require us to, at some later date determined by the mechanical operation of this Test, withdraw part of your Policy Value each year to permit your policy to satisfy the test. You should consult a tax adviser before Changing the Face Amount.

Unscheduled Increases

• You may increase the BFA or the SFA by submitting an application and providing evidence of insurability for the Insured satisfactory to us at our Administrative Office.

• The minimum increase is $50,000.

• On the effective date of an increase, and taking the increase into account, the Policy Value less any Outstanding Loan Amounts must be greater than or equal to the Monthly Charges then due.

• An increase will be effective on the Monthly Charge Date on or next following the date we approve the change, provided that the Insured is alive on that date.

• We will not permit an increase in the BFA or the SFA if Monthly Charges are then being waived under any Waiver of Monthly Charges Rider attached to the Policy.

• You may not increase the BFA or the SFA on or after the Insured’s Attained Age 91. The Insured must be alive on the date we receive your request in order to increase the Face Amount. If the Insured’s Attained Age is 76 or older, there may be additional signature requirements.

• The total Net Amount at Risk will be affected, which will increase the monthly cost of insurance charges.

• Each increase in the BFA and the SFA will have its own Underwriting Class and associated charges.

• We reserve the right to limit increases in the BFA or the SFA to one increase in any 12-month period.

Scheduled Increases

• At time of application, you may choose to schedule increases in the SFA. Additional evidence of insurability will not be required at the time the increases are scheduled to go into effect. Further, no deterioration in the Insured’s health will negatively impact future scheduled increases. Persons interested in scheduled increases are generally those who are matching their insurance coverage amount to their income and anticipate annual increases in compensation or a growing estate. Scheduled increases will have limits based on underwriting rules then in effect. We reserve the right to limit increases based on financial underwriting reasons.

• If a scheduled increase is declined or you elect a decrease in Total Face Amount, all future scheduled increases are cancelled, but previous scheduled increases will remain in effect.

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• Scheduled increases may be requested only at Policy issue and apply to the initial SFA layer of coverage.

Decreases

• You must submit an Acceptable Request to decrease the Total Face Amount, but you may not decrease the Total Face Amount below the minimum specified in the Policy.

• Decreasing the Total Face Amount will decrease the Death Benefit Proceeds. See “Death Benefit.”

• The Insured must be alive on the date we receive your request in order to decrease the Total Face Amount.

• The minimum decrease is $25,000.

• Any decrease will be effective on the Monthly Charge Date on or next following the date we approve your request.

• Surrender Charges will apply to decreases in the BFA during the Surrender Charge period except for decreases in the BFA resulting from a change in the death benefit option or a partial withdrawal.

• For purposes of determining Surrender Charges on the BFA and later cost of insurance charges for the BFA and SFA, we will apply a decrease first to layers of SFA coverage, from most recent to oldest, and then to layers of BFA coverage, from most recent to oldest.

• If a decrease in Total Face Amount would cause your Policy to be classified as a MEC, we will not process the decrease until you complete an Acceptable Request with specific instructions to that effect.

SURRENDERS AND PARTIAL WITHDRAWALS

SURRENDERS

You may request to Surrender your Policy for its Cash Surrender Value as calculated at the end of the Business Day when we receive your Acceptable Request, subject to the following conditions:

• The Insured must be alive and the Policy must be in force when you make your request. We may require that you return the Policy.

• The Surrender will take effect and the Policy will terminate on the Business Day we receive your Acceptable Request.

• Once you Surrender your Policy, all coverage and other benefits under it cease and cannot be reinstated.

• We will pay the Cash Surrender Value to you in a lump sum after we receive your Acceptable Request unless you request other arrangements.

A Surrender may have tax consequences. You should consult a tax adviser before Surrendering the Policy. See “Federal Tax Considerations.”

PARTIAL WITHDRAWALS

After the first Policy Year, you may make an Acceptable Request to make a partial withdrawal of the Cash Surrender Value, subject to the following conditions:

• You must request at least $500.

• The maximum partial withdrawal you may take is 90% of your Cash Surrender Value.

• An Insured must be alive and the Policy must be in force when you make your request.

• You can specify the Investment Option from which to make the partial withdrawal. Otherwise, we will deduct the amount from the Investment Options in proportion to the Policy Value attributable to each Investment Option before the partial withdrawal.

• If Death Benefit Option A or Option C is in effect, we will reduce the Total Face Amount by the amount of the partial withdrawal. We will apply the decrease first to SFA layers of coverage, from most recent to oldest, and then to BFA layers of coverage, from most recent to oldest. Surrender Charges will never apply to decreases in SFA or BFA layers of coverage resulting from a partial withdrawal.

• A partial cash withdrawal will not reduce the Total Face Amount if Death Benefit Option B is in effect.

• We will not allow a partial withdrawal to reduce the Total Face Amount below $1,000.

• We process partial withdrawals based on Unit values determined at the end of the Business Day when we receive your partial withdrawal request. We will process any partial withdrawal request we receive after the end of a Business Day based on the Unit value determined at the end of the next Business Day.

• We will pay a partial withdrawal request within 7 days after the Business Day when we received the request.

• If a partial withdrawal could cause the Policy to fail to qualify as life insurance under the Code, you should either reduce the amount of the withdrawal or Surrender the Policy to avoid potential adverse tax consequences.

• If a partial withdrawal would cause your Policy to be classified as a MEC under the Code, we will not process the partial withdrawal until you complete an Acceptable Request with specific instructions to that effect.

• No partial withdrawals may be taken after a Policy becomes Overloaned. See the section entitled “Riders and Endorsements.”

Partial withdrawals may have tax consequences. You should consult a tax adviser before making a partial withdrawal under the Policy. See “Federal Tax Considerations.”

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TRANSFERS

You may make transfers between and among the Investment Options. We determine the amount you have available for transfers at the end of the Business Day when we receive your Acceptable Request. The following features apply to transfers under the Policy:

• You must transfer at least $250, or the total value in the Investment Option you are transferring from, if less.

• The total amount of transfers in any Policy Year from the Fixed Account are limited as follows:

• Any transfer from the Fixed Account may be delayed up to six months.

• Total transfers from the Fixed Account during any Policy year cannot exceed the greatest of:

• $2,000 or

• 25% of the current balance in the Fixed Account or

• the amount transferred from the Fixed Account in the immediately preceding Policy Year.

• The total amount of transfers in any Policy Year from the Enhanced Fixed Account are limited as follows:

• Any transfer from the Enhanced Fixed Account may be delayed up to six months.

• Total transfers from the Enhanced Fixed Account during any Policy year cannot exceed the greatest of:

• $2,000 or

• 10% of the current balance in the Enhanced Fixed Account or

• the amount transferred from the Enhanced Fixed Account in the immediately preceding Policy Year.

It may take a number of years to transfer substantial value from the fixed account options to the Investment Accounts.

• We currently do not charge any fees on transfers. However, we reserve the right to deduct a $25 charge for the 13th and each additional transfer during a Policy Year. We will deduct any transfer charge from the balance of the Investment Option to which the amount is transferred. Transfers due to dollar cost averaging, automatic account rebalancing, loans, changes in an Investment Account’s investment policy, or the initial reallocation from the Money Market Account do not count as transfers for the purpose of assessing the transfer charge.

• We consider each request to be a single transfer, regardless of the number of Investment Options involved. If the transfer targets more than one Investment Option, we’ll deduct any transfer charge from all the target Investment Options in proportion to the amount transferred into each Investment Option.

• We process transfers to and from Investment Accounts based on Unit values determined at the end of the Business Day when we receive your transfer request. We will process any transfer request we receive after the end of a Business Day based on the Unit value determined at the end of the next Business Day.

• If you don’t have enough Policy Value in an Investment Account to cover a transfer, we’ll transfer the remaining amount in that Investment Option into the Investment Option you are transferring to. If you are transferring to more than one Investment Option, we will transfer the remaining amount into the Investment Options you are transferring to in proportion to your transfer instructions.

TRANSFER POLICIES ON MARKET TIMING AND FREQUENT TRADING

There are Owners who may try to profit from transferring money back and forth among Investment Options in an effort to “time” the market. As money is shifted in and out of these Investment Options, we incur transaction costs, and the underlying Portfolios incur expenses for buying and selling securities. These costs are borne by all Owners. In addition, market timing can interfere with efficient portfolio management and cause dilution, if timers are able to take advantage of pricing inefficiencies. The risk of pricing inefficiencies can be particularly acute for Portfolios invested primarily in foreign securities because of the time zone differences in the operations of the markets.

We have adopted policies and procedures to discourage market timing activity and control certain transfer activity. We have the right to modify our policies and procedures at any time without advance notice. Under these policies and procedures, if, within a 30-day calendar period, an Owner redeems or exchanges any monies out of an Investment Option that holds shares of a Portfolio, subsequently purchases or exchanges any monies back into that same Investment Option holding shares of the Portfolio and then redeems or exchanges any monies out of the same Investment Option, the Owner will not be permitted to make electronic transfers (i.e., transfers over the Internet, by telephone or fax) back into that same Investment Option holding shares of the Portfolio through a purchase or exchange for 30 calendar days. An Investment Option that invests in the TIAA-CREF Life Money Market Fund and transfers made pursuant to the dollar cost averaging and automatic account rebalancing programs do not count toward these transfer limitations.

To the extent permitted by applicable law, we may reject, limit, defer or impose other conditions on transfers into or out of an Investment Option in order to curb frequent transfer activity to the extent that comparable limitations are imposed on the purchase, redemption or exchange of shares of any of the Portfolios under the Separate Account.

If we regard the transfer activity as disruptive to an underlying Portfolio’s efficient portfolio management, based on the timing or amount of the investment or because of a history of excessive trading by the investor, we may limit an Owner’s ability to make transfers by telephone, fax or over the Internet. We also may stop doing business with financial advisors who engage in excessive transfer activity on behalf of their clients. Because we have discretion in applying these policies, it is possible that similar activity could be handled differently with the result that some market timing activity may not be detected.

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We seek to apply our market timing and other transfer policies uniformly to all Owners. We reserve the right to waive these policies where management believes that the waiver is in the Owners’ best interests and that imposition of the policy’s restrictions is not necessary to protect Owners from the effects of short-term trading. Except as stated above, no exceptions are made with respect to the policies. The Policy is not appropriate for market timing. You should not invest in the Policy if you want to engage in market timing activity.

To the extent permitted by applicable law, we may not accept or we may defer transfers at any time that we are unable to purchase or redeem shares of any of the Portfolios under the Separate Account.

Owners seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite our efforts to discourage market timing, there is no guarantee that TIAA-CREF Life or its agents will be able to identify all market timers or curtail their trading practices. If we do not identify or curtail market timers, there could be dilution in the value of account shares held by long-term Owners, increased transaction costs, and interference with the efficient portfolio management of the affected Portfolio.

The Portfolios available as Investment Options under the Policy may have adopted their own policies and procedures with respect to market timing and excessive trading of their respective shares. The prospectuses for the Portfolios describe any such policies and procedures. The policies and procedures of a Portfolio may be different, and more or less restrictive, than our policies and procedures or the policies and procedures of other Portfolios. While we reserve the right to enforce these policies and procedures, we may not have the contractual authority or the operational capacity to apply the market timing and excessive trading policies and procedures of the Portfolios. However, we have entered into a written agreement, as required by SEC regulation, with each Portfolio or its principal underwriter that obligates us to provide to the Portfolio promptly upon request certain information about the trading activity of individual Owners, and to execute instructions from the Portfolio to restrict or prohibit further purchases or transfers by specific Owners who violate the market timing and excessive trading policies established by the Portfolio.

DOLLAR COST AVERAGING

You may elect to participate in a dollar cost averaging program by providing us with Acceptable Request. Dollar cost averaging is an investment strategy designed to reduce the investment risks associated with market fluctuations. The strategy spreads the allocation of your Premium into the Investment Accounts over a period of time by systematically and automatically transferring, on a periodic basis, specified dollar amounts from the fixed account options or the Money Market Account to any Investment Account(s). This allows you to potentially reduce the risk of investing most of your Premium into the Investment Accounts at a time when prices are high. We do not assure the success of this strategy, and success depends on market trends. We cannot guarantee that dollar cost averaging will result in a profit or protect against loss. You should carefully consider your financial ability to continue the program over a long enough period of time to purchase Units when their value is low as well as when it is high.

You choose whether transfers will be made on a monthly or a quarterly basis. If you don’t select a timing basis, we will make monthly transfers. Equal amounts (minimum $100) are automatically transferred from the fixed account options or the Money Market Account to your designated “target Investment Options” in the percentages selected. Limits on transfers out of the fixed accounts described in Transferring among investment options apply to transfers that are part of a dollar cost averaging program. You may have multiple target Investment Options. If you do not select an Investment Option from which automatic transfers are to occur, we will use the Money Market Account.

In most states, the first transfer will take place on the first Monthly Charge Date after our receipt of an Acceptable Request. In states that require us to return premium paid during the Right to Cancel Period, the first transfer will be made on the first Monthly Charge Date after the later of the end of the Right to Cancel Period, or our receipt of an Acceptable Request to start the program. When the Monthly Charge Date falls on a day that is not a Business Day, we will allocate Policy Value among the Investment Accounts using Unit values as of the preceding Business Day.

We reserve the right to allow you to start only one dollar cost averaging program in any Policy Year or successive 12 month period.

Dollar cost averaging will end if we receive an Acceptable Request to cancel the participation, the value of the fixed account options or the Money Market Account is insufficient to make the transfer, or the specified number of transfers has been completed. We reserve the right to terminate the dollar cost averaging program. We will give you at least 30 days advanced written notice if we discontinue the program.

AUTOMATIC ACCOUNT REBALANCING PROGRAM

You may elect to participate in an automatic account rebalancing program by providing us with Acceptable Request. Automatic account rebalancing will allow you to maintain your specified allocation mix among the Investment Options. You direct us to readjust your allocations on a monthly, quarterly, semiannual or annual basis. Limits on transfers out of the fixed accounts described in Transferring among investment options apply to transfer that are part of the automatic account rebalancing program.

Under current administrative practices we allow you to start only one automatic account rebalancing program in any Policy Year or successive 12-month period. Automatic account rebalancing will end if we receive an Acceptable Request to cancel your participation. We reserve the right to terminate the automatic account rebalancing program. We will give you at least 30 days advanced written notice if we discontinue the program.

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Automatic account rebalancing will end if we receive an Acceptable Request to cancel your participation.

LOANS

While the Policy is in force, you may submit an Acceptable Request to borrow money from us using the Policy as the only collateral for the loan. You may increase your risk of Lapse if you take a loan. Once you have a loan outstanding, you may submit additional Acceptable Requests to increase the amount of the loan up to the maximum percentage set forth below. A loan that is taken from, or secured by, a Policy, including any addition of unpaid interest to the loan may have tax consequences. You should consult a tax adviser before taking a loan under the Policy or secured by the Policy. See “Federal Tax Considerations.”

LOAN CONDITIONS:

• The minimum loan you may take is $500.

• The maximum loan you may take, including any existing indebtedness, is 100% of the Policy Value less any Surrender Charge.

• The loan or any subsequent increase to a loan will be effective (i.e., amounts are transferred to the Loan Account and the loan begins to accrue interest) as of the end of the Business Day we receive your request.

• Loans may not be taken in the Right to Cancel Period.

• The Insured must be alive.

To secure the loan, we transfer an amount equal to the loan to the Loan Account as collateral. You may request that we transfer this amount from specific Investment Options. If you do not specify any particular Investment Option, we will transfer the loan amount on a pro rata basis from all of your Investment Options. Such amount will remain in the Loan Account until you repay the Policy loan.

We charge you interest on your loan (“charged interest rate”) in arrears at a current annual interest rate of 4.00% in policy years 1-10 and 3% in years 11 and thereafter. Charged interest is due and payable on the earlier of the Policy Anniversary or when the Cash Surrender Value is insufficient to pay the Monthly Charge. At that time, any unpaid interest becomes part of the outstanding loan and accrues interest at the then-current rate. On each Policy Anniversary, we will also transfer on a pro rata basis an amount to the Loan Account so that the Loan Account will be equal to the Outstanding Loan Amount as of the date on which charged interest is due and payable.

We credit interest on amounts in the Loan Account (“earned interest rate”) at a current annual interest rate of 3.00%. Due to the reduced loan interest spread after Policy Year 10, the tax consequences associated with loans outstanding after that point on a Policy that is not a modified endowment contract are unclear and you should consult a tax adviser about the consequences.

We transfer earned and charged loan interest to or from the Investment Options (per your instructions or pro rata to or from each of your Investment Options) and recalculate collateral: (a) when loan interest is paid; (b) when a new loan is made; (c) when a loan repayment is made; (d) on each Policy Anniversary; and (e) when the Policy Value less any Outstanding Loan is insufficient to pay the Monthly Charge. A transfer to or from the Loan Account will be made to reflect any recalculation of collateral.

• You may repay all or part of your Outstanding Loan Amounts at any time while the Insured is alive and the Policy is in force. The minimum Policy loan repayment is $100, or the total Outstanding Loan Amount, if less. Upon each loan repayment, we will transfer from the Loan Account an amount equal to your loan repayment. We will allocate such amount to the Investment Options in accordance with your instructions, as contained in an Acceptable Notice. If we do not receive specific instructions with respect to a loan repayment, we will allocate such amount in accordance with your current Premium allocation instructions.

• While your loan is outstanding, we will credit all payments you send to us as Premium payments unless you provide an Acceptable Request for the payments to be applied as loan repayments.

• We deduct any Outstanding Loan Amounts from the Policy Value upon Surrender, and from the Death Benefit Proceeds payable on the death of the Insured.

• If your Outstanding Loan Amounts cause the Policy Value less the Outstanding Loan Amount on a Monthly Charge Date to be less than the Monthly Charge due, your Policy will enter a Grace Period, unless the No- Lapse Guarantee is in effect or unless your Policy has become Overloaned. See “Policy Lapse and Reinstatement” and “Riders and Endorsements—Overloan Protection Endorsement.”

• We normally pay the amount of the loan within 7 days after we receive an Acceptable Request for a loan. We may postpone payment of loans under certain circumstances, such as when the New York Stock Exchange is unexpectedly closed or restricted for trading or the SEC determines that an emergency exists that affects our ability to value or dispose of a Portfolio’s shares. Please see the section entitled “Delays in Payments” for more information on such deferrals.

• No loans may be taken or repaid after a Policy becomes Overloaned. See the section entitled “Riders and Endorsements.”

Effect of Policy Loans. A loan, whether or not repaid, affects the Policy, the Policy Value, the Cash Surrender Value and the death benefit. The Death Benefit Proceeds and Cash Surrender Value include reductions for the amount of any Outstanding Loan Amounts. As long as a loan is outstanding, we hold an amount as collateral for the loan in

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the Loan Account. This amount is not affected by the investment performance of the Investment Accounts and will not be credited with the interest rates accruing on the fixed account options. Amounts transferred from the Investment Accounts to the Loan Account will affect the Policy Value, even if the loan is repaid, because we credit these amounts with an interest rate we declare rather than with a rate of return that reflects the investment performance of the Investment Accounts. Accordingly, the effect of a loan could be favorable or unfavorable, depending on whether the investment performance of the Investment Accounts and the interest credited to the fixed account options are less than or greater than the interest being credited on the Loan Account while the loan is outstanding. The longer a loan is outstanding, the greater the effect of a Policy loan is likely to be.

There are risks involved in taking a loan, including the potential for a Policy to Lapse if projected earnings, taking into account outstanding loans, are not achieved. In addition, if a loan is taken from a Policy that is part of a plan subject to the rules of fiduciary responsibility of Part 4 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”), by a person that is a “party-in-interest” or “disqualified person” with respect to the plan as defined in ERISA or Section 4975 of the Code, respectively, the loan may be treated as a “prohibited transaction” subject to certain penalties and excise taxes unless it complies with the requirements of a statutory or administrative exemption. The Owner of such a Policy should seek competent advice before requesting a Policy loan. The lapse of a Policy with loans outstanding may have tax consequences. See “Federal Tax Considerations.”

INTERNET, TELEPHONE AND FACSIMILE REQUESTS

You can use the TIAA-CREF Web Center’s account access feature to check your Policy Value, Investment Option values and current allocation percentages, and make transfers. You will be led through the transaction process and we will use reasonable procedures to confirm that instructions given are genuine. All transactions made through the Web Center are electronically recorded. To use the Web Center’s account access feature, access the TIAA-CREF Internet home page at www.tiaa.org.

To speak with a customer service representative and make requests related to your Policy or to obtain more information, you can call the Administrative Office at 855 809-8333. Fax requests can be made at 704 595-5514.

Computer, telephone and fax systems may not always be available. Any system, whether it is yours, your service provider’s, your registered representative’s, or ours, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your request by writing to our Administrative Office.

We may not be able to verify that you are the person providing instructions through the Web Center, or that you have authorized any such person to act for you.

We can suspend or terminate your ability to transact by telephone, fax, or over the Internet at any time for any reason.

POLICY LAPSE AND REINSTATEMENT

LAPSE

Unless the No-Lapse Guarantee is in effect, your Policy will enter a Grace Period and possibly Lapse when the Policy Value less the Outstanding Loan Amount is not enough to pay the Monthly Charge. If your Policy Lapses, all coverage under the Policy will terminate and you will receive no benefits. The lapse of your Policy may have adverse tax consequences, whether or not you have an outstanding loan balance, and irrespective of any Reinstatement. You should consult with a tax adviser if you are considering allowing your Policy to lapse.

Your Policy will not Lapse if you make a payment before the end of the Grace Period at least equal to:

(a) the amount sufficient to cover any unpaid monthly charges, any excess of loan interest charged over loan account interest credited, and three current Monthly Charge deductions or

(b) the amount needed to satisfy the No-Lapse Guarantee premium requirement plus three Minimum Monthly No-Lapse Premiums.

If your Policy enters a Grace Period, we will notify you by mail regarding the necessary payment amount and final payment date to prevent Lapse. If the Insured dies during the Grace Period, we will pay the Death Benefit Proceeds.

NO-LAPSE GUARANTEE (NLG)

A No-Lapse Guarantee will reduce the impact of poor investment performance and risk of Policy termination. The No-Lapse Guarantee Period is the earlier of 20 years or Attained Age 75, but not less than 5 years. This benefit guarantees the Policy will not terminate during the designated period as long as the premiums paid, less partial withdrawals and any Outstanding Loan Amount, exceed the sum of minimum monthly NLG premiums. The NLG premium varies by presence of the LTA, Issue Age, gender, death benefit option, face amount, and underwriting status. BFA and SFA have different NLG premiums. The monthly NLG premiums are shown in your Policy or in an endorsement to the Policy.

At any one time, there is one monthly NLG premium for the entire policy that equals the sum of the NLG premiums for the BFA and SFA across all layers of coverage. The NLG premium is not an extra premium. At any point in time, either the entire policy satisfies the NLG premium

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requirement, or the entire policy does not. The premium requirement is not evaluated separately for each layer of coverage.

If the premium requirement is satisfied, during the first five policy years, the NLG guarantees the death benefits associated with BFA and SFA of all coverage layers will remain in force. After the first five policy years, for the remainder of the No-Lapse Guarantee Period, the NLG guarantees the death benefits associated only with BFA of all coverage layers will remain in force.

REINSTATEMENT

Unless you have Surrendered your Policy, you may reinstate a Lapsed Policy at any time while the Insured is alive and within 3 years (5 years in Missouri and North Carolina) after the end of the Grace Period (and prior to the Final Policy Date) by submitting all of the following items to us at our Administrative Office:

• An Acceptable Notice requesting reinstatement;

• Evidence of insurability we deem satisfactory;

• Payment or reinstatement of any Outstanding Loan Amounts as of the date of Lapse; and

• Payment of an amount that is sufficient to make your Policy Value less any Outstanding Loan Amount positive, with any unpaid Monthly Charges on the date of Lapse accruing interest, in most states, at an annual effective rate of 6% from the date of Lapse to the date of reinstatement, plus payment of an amount equal to three current Monthly Charge deductions.

The effective date of reinstatement is the later of the date the application for reinstatement is approved by us or the date we receive the required payment for reinstatement. The reinstated Policy will have the same Policy Date as it had prior to the Lapse. The Policy Value on the date of reinstatement will increase by the amounts paid at reinstatement less any Outstanding Loan Amount repayment, any unpaid Monthly Charges with interest, and any Premium Expense Charge. Reinstatement may not avoid any adverse tax consequences created by a Lapse. You should consult a tax adviser before reinstating a Policy after a Lapse.

THE COMPANY AND THE FIXED ACCOUNT OPTIONS

TIAA-CREF LIFE INSURANCE COMPANY

The Contracts are issued by TIAA-CREF Life Insurance Company, a stock life insurance company organized under the laws of the State of New York on November 20, 1996. All of the stock of TIAA-CREF Life is held by Teachers Insurance and Annuity Association of America (TIAA). TIAA-CREF Life’s headquarters are at 730 Third Avenue, New York, New York 10017-3206. TIAA-CREF Life is solely responsible for its contractual obligations.

TIAA is a stock life insurance company, organized under the laws of the State of New York. It was founded on March 4, 1918, by the Carnegie Foundation for the Advancement of Teaching. TIAA is the companion organization of the College Retirement Equities Fund (CREF), the first company in the United States to issue a variable annuity. CREF is a nonprofit membership corporation established in the State of New York in 1952. Together, TIAA and CREF, serving approximately 5 million people and approximately 16,000 institutions as of December 31, 2015, form the principal retirement system for the nation’s education and research communities and form one of the largest retirement systems in the U.S., based on assets under management. CREF does not stand behind TIAA’s guarantees and TIAA does not guarantee CREF products.

THE FIXED ACCOUNT OPTIONS

We have not registered the fixed account options with the SEC, and the staff of the SEC has not reviewed the disclosure in this prospectus relating to the fixed account options.

We currently offer two fixed account options—a standard Fixed Account and an Enhanced Fixed Account. Both are investment options under the Policy. Generally, but not necessarily always the case, the current interest rate credited on allocations to the Enhanced Fixed Account will be greater than that credited to allocations to the standard Fixed Account, In return, transfers out of the Enhanced Fixed Account are more restrictive than transfers from the standard Fixed Account. (Refer to the Transfers provision for more information on transfer restrictions.) These fixed account options are part of our General Account. We own the assets in the General Account, and we use these assets to support our insurance and annuity obligations under the policies we issue, including the Policies other than those obligations funded by our separate Investment Accounts. These assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over investment of the fixed account options assets. We bear the full investment risk for all amounts allocated or transferred to the fixed account options. We guarantee that the amounts allocated to the fixed account options will be credited interest daily at a net effective annual interest rate of at least 2.50% for the portion of the Policy Value in the fixed account options attributable to BFA layers of coverage and 2.00% for the portion attributable to SFA layers of coverage. The principal less charges and deductions is also guaranteed. We will determine any interest rate credited in excess of the guaranteed rate at our sole discretion.

The fixed account options values will not share in the investment performance of our general account. We anticipate changing the current interest rate from time to time at our sole discretion. You assume the risk that interest credited to amounts in the fixed account options may not exceed the minimum guaranteed rate. Any amounts in the fixed account options are subject to our financial strength and claims-paying ability.

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THE SEPARATE ACCOUNT AND THE INVESTMENT ACCOUNT OPTIONS

THE SEPARATE ACCOUNT

The Separate Account is established under New York law. We own the assets in the Separate Account, and we are obligated to pay all benefits under the Policies. We may use the Separate Account to support other variable life insurance policies we issue. The Separate Account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”) and qualifies as a “Separate Account” within the meaning of the federal securities laws. This registration does not involve supervision of the management or investment practices or policies of the Separate Account by the SEC.

We have divided the Separate Account into Investment Accounts, each of which invests in shares of one Portfolio. The Investment Accounts buy and sell Portfolio shares at net asset value. Any dividends and distributions from a Portfolio are reinvested at net asset value in shares of that Portfolio.

The Separate Account is used to provide values and benefits for the Policy and other similar policies. The assets in the Separate Account are kept separate from our General Account and our other Separate Accounts. Assets equal to the reserves and contract liabilities of the Separate Account will not be charged with liabilities that arise from any other business we may conduct. We may transfer assets, in excess of the reserves and contract liabilities of the Separate Account, to our general account. All income, gains and losses, whether or not realized, of an Investment Account will be credited to or charged against that Investment Account without regard to our other income, gains or losses. The valuation of all assets in the Separate Account will be determined in accordance with all applicable laws and regulations. The Separate Account may include other Investment Accounts that are not available under the Policies and are not discussed in this prospectus.

THE PORTFOLIOS

The Separate Account invests in shares of certain Portfolios through various Investment Accounts. The Portfolios are open-end management investment companies registered with the SEC under the 1940 Act. This registration does not involve supervision of the management or investment practices or policies of the Portfolios by the SEC.

Certain Portfolios invest substantially all of their assets in other funds (“funds of funds”). As a result, you will pay fees and expenses at both fund levels, which will reduce your investment return. In addition, funds of funds may have higher expenses than funds that invest directly in debt or equity securities.

Before investing, carefully read the Portfolios’ prospectuses. The Portfolios’ prospectuses contain more information on each Portfolio’s investment objectives, strategies, limitations, risks, expenses and investment managers. In addition, the Portfolios’ prospectuses may detail additional fees, limitations or restrictions that may be imposed on the Investment Accounts and that we, in turn, may enforce against a Policy. The prospectus for each Portfolio is available by contacting us and on our website, www.tiaa.org. In addition, if you receive a summary prospectus for a Portfolio, you may obtain a full statutory prospectus by referring to the contact information for the Portfolio company on the cover page of the summary prospectus.

Payments from Portfolios

We (and our affiliates) may receive payments, which may be significant, from some or all of the Portfolios, their investment managers, distributors or affiliates thereof. These payments may be used for a variety of purposes, including payment of expenses that we (and our affiliates) incur in promoting, marketing, and administering the Policy and, in our role as an intermediary, the Portfolios. We (and our affiliates) may profit from these payments. These payments may be derived, in whole or in part, from the management fee deducted from Portfolio assets. Policy owners, through their indirect investment in the Portfolios, bear the costs of these management fees (see the Portfolios’ prospectuses for more information). The amount of the payments we receive may be based upon a percentage of the Portfolio’s assets owned by the Investment Accounts. These percentages differ from Portfolio to Portfolio and currently range up to 0.10% of the average daily assets of certain Portfolios that are attributable to the Policies.

Certain service providers to the Portfolios may make payments to reimburse the Company, TIAA-CREF Individual and Institutional Services, LLC (“TC Services”) and/or their affiliates for the costs of printing and distributing to Owners shareholder reports and other materials relating to the Portfolios.

Some of the Portfolios have adopted distribution plans pursuant to Rule 12b-1 of the 1940 Act. (See “Annual Portfolio Operating Expenses”.) Under these plans, we or our affiliates may receive some or all of a Portfolio’s 12b-1 fees. These fees currently range up to 0.25% of the average daily assets of certain Portfolios that are attributable to the Policies. These payments are deducted from the assets of the Portfolios; therefore, they decrease the Portfolios’ investment return.

Selection of Portfolios

We select the Portfolios based on several criteria, including asset class coverage, the strength of the investment manager’s (or sub-adviser’s) reputation and record, investment performance and ability to make payments to us as described above. We may, subject to any applicable law, make certain changes to the Investment Accounts offered in your contract. We may offer new Investment Accounts or stop offering existing Investment Accounts. New Investment Accounts may be made available to existing contract owners and Investment Accounts may be closed to new or subsequent Premium Payments,

M Intelligent VUL   Prospectus 25

transfers or allocations. In addition, we may also liquidate the shares of any Investment Account, substitute the shares of one Portfolio held by an Investment Account for another and/or merge Investment Accounts or cooperate in a merger of Portfolios. To the extent required by the Investment Company Act of 1940, we may be required to obtain SEC approval or your approval.

The Portfolios may also undergo changes, such as changes in investment policies, or reorganizations or liquidations, in which case the Portfolios you choose may have different characteristics or your Policy Value could end up allocated to a different Portfolio. You will be notified about this type of change.

We do not provide any investment advice and do not recommend or endorse any particular Portfolio. You are responsible for choosing your Investment Accounts and your allocations so that they are appropriate for your specific circumstances, including your goals, financial situation and risk tolerance. You should monitor and periodically review your Investment Account selections and allocations to determine if they are still appropriate.

Portfolio Investment Managers and Investment Objectives

The following table summarizes each Portfolio’s investment objective(s). There is no assurance that any of the Portfolios will achieve its stated objective(s). You can find more detailed information about the Portfolios, including a description of risks and expenses, in the Portfolio prospectuses. You should read these prospectuses carefully.

Portfolio	Investment Manager	Investment Objective
TIAA-CREF Life Balanced Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return, consisting of capital appreciation and current income.
TIAA-CREF Life Bond Fund	Teachers Advisors, Inc.	Seeks a favorable long-term return through income as is consistent with preserving capital, primarily from investment grade fixed-income securities.
TIAA-CREF Life Growth Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities.
TIAA-CREF Life Growth & Income Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return through both capital appreciation and investment income primarily from income-producing equity securities.
TIAA-CREF Life International Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.
TIAA-CREF Life Large-Cap Value Fund	Teachers Advisors, Inc.	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities of large domestic companies.
TIAA-CREF Life Money Market Fund	Teachers Advisors, Inc.	Seeks high current income consistent with maintaining liquidity and preserving capital.
TIAA-CREF Life Real Estate Securities Fund	Teachers Advisors, Inc.	Seeks to obtain a favorable long-term total return through both capital appreciation and current income, by investing primarily in equity securities of companies principally engaged in or related to the real estate industry.
TIAA-CREF Life Small-Cap Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of smaller domestic companies.
TIAA-CREF Life Social Choice Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return that reflects the investment performance of the overall U.S. stock market while giving special consideration to certain social criteria.
TIAA-CREF Life Stock Index Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return, mainly from capital appreciation, by investing primarily in a portfolio of equity securities selected to track the overall U.S. equity markets.
Delaware VIP Diversified Income Series—Std Class	Delaware Management Company	Seeks maximum long-term total return consistent with reasonable risk.
Delaware VIP Small Cap Value Series—Standard Class	Delaware Management Company	Seeks capital appreciation.

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Portfolio	Investment Manager	Investment Objective
DFA VA Global Bond Portfolio	Dimensional Fund Advisors LP Dimensional Fund Advisors Ltd, (sub-advisor), DFA Australia Limited (sub-advisor)	Seeks to provide a market rate of return for a fixed income portfolio with low relative volatility of returns.
DFA VA Global Moderate Allocation Portfolio	Dimensional Fund Advisors LP	Seeks total return consisting of capital appreciation and current income.
DFA VA International Small Portfolio	Dimensional Fund Advisors LP Dimensional Fund Advisors Ltd, (sub-advisor), DFA Australia Limited (sub-advisor)	Seeks long-term capital appreciation.
DFA VA International Value Portfolio	Dimensional Fund Advisors LP Dimensional Fund Advisors Ltd, (sub-advisor), DFA Australia Limited (sub-advisor)	Seeks long-term capital appreciation.
DFA VA Short-Term Fixed Portfolio	Dimensional Fund Advisors LP Dimensional Fund Advisors Ltd, (sub-advisor), DFA Australia Limited (sub-advisor)	Seeks a stable real return in excess of the rate of inflation with a minimum of risk.
DFA VA US Large Value Portfolio	Dimensional Fund Advisors LP	Seeks long-term capital appreciation.
DFA VA US Targeted Value Portfolio	Dimensional Fund Advisors LP	Seeks long-term capital appreciation.
John Hancock Emerging Markets Value Trust	John Hancock Investment Management Services, LLC.	Seeks long-term capital appreciation.
M Large Cap Growth Fund	M Financial Investment Advisers, Inc. DSM Capital Partners LLC (sub-adviser)	Seeks to provide long-term capital appreciation.
M Large Cap Value Fund	M Financial Investment Advisers, Inc. AJO, L.P. (sub-adviser)	Seeks to provide long-term capital appreciation.
M Capital Appreciation Fund	M Financial Investment Advisers, Inc. Frontier Capital Management Company, LLC (sub-adviser)	Seeks to provide maximum capital appreciation.
M International Equity Fund	M Financial Investment Advisers, Inc. Northern Cross LLC (sub-adviser)	Seeks to provide long-term capital appreciation.
Neuberger Berman Advisers Management Trust Mid	Neuberger Berman Management LLC	Seeks growth of capital.
Cap Intrinsic Value Portfolio—I Class	Neuberger Berman LLC (sub-adviser)
PIMCO VIT Global Bond Portfolio (Unhedged)— Institutional Class	Pacific Investment Management Company LLC	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
PIMCO VIT Real Return Portfolio—Institutional Class	Pacific Investment Management Company LLC	Seeks maximum real return, consistent with preservation of real capital and prudent investment management.
PIMCO VIT Total Return Portfolio—Institutional Class	Pacific Investment Management Company LLC	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
PVC Equity Income Account—Class 1	Principal Management Corporation Edge Asset Management, Inc. (sub-advisor)	Seeks to provide current income and long-term growth of income and capital.
PVC MidCap Account—Class 1	Principal Management Corporation Principal Global Investors, LLC (sub-advisor)	Seeks long-term growth of capital.
Prudential Series Fund—Natural Resources	Prudential Investments, LLC	Seeks long-term growth of capital.
Portfolio—Class II	Allianz Global Investors U.S. LLC. (sub-adviser)
T Rowe Price® Health Sciences Portfolio I	T. Rowe Price Associates, Inc.	Seeks long-term capital appreciation.
T Rowe Price® Limited-Term Bond Portfolio	T. Rowe Price Associates, Inc.	Seeks a high level of income consistent with moderate fluctuations in principal value.
Templeton Developing Markets VIP Fund—Class 1	Templeton Asset Management Ltd.	Seeks long-term capital appreciation. Under normal market conditions, the fund invests at least 80% of its net assets in emerging markets investments.
Vanguard VIF Capital Growth Portfolio	PRIMECAP Management Company	Seeks to provide long-term capital appreciation.
Vanguard VIF Equity Index Portfolio	The Vanguard Group, Inc.	Seeks to track the performance of a benchmark index that measures the investment return of large-
		capitalization stock.

M Intelligent VUL   Prospectus 27

Portfolio	Investment Manager	Investment Objective
Vanguard VIF High Yield Bond Portfolio	Wellington Management Company, LLP	Seeks to provide a high level of current income.
Vanguard VIF Mid-Cap Index Portfolio	The Vanguard Group, Inc.	Seeks to track the performance of a benchmark index that measures the investment return of mid- capitalization stocks.
Vanguard VIF Small Company Growth Portfolio	Granahan Investment Management, Inc. The Vanguard Group, Inc.	Seeks to provide long-term capital appreciation.
Vanguard VIF REIT Index Portfolio	The Vanguard Group, Inc.	Seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs.
Vanguard VIF Total Bond Market Index Portfolio	The Vanguard Group, Inc.	Seeks to track the performance of a broad, market- weighted bond index.
Voya Russell Large Cap Growth Index Portfolio— Class I	Voya Investments, LLC Voya Investment Management Co. (sub-advisor)	Seeks investment results that correspond to the total return of the Russell Top 200® Growth Index.
VY Clarion Global Real Estate Portfolio—Class I	VY Investments, LLC ING Clarion Real Estate Securities (sub-advisor)	Seeks high total return consisting of capital appreciation and current income.

Note that the prospectuses for the Portfolios provide information for other portfolios that are not available through the Policies. When you consult the Portfolio prospectuses, you should be careful to refer only to the information regarding the Portfolios listed above.

The Portfolios or their managers have advised us that these Portfolios are not available for purchase directly by the general public and are not the same as other mutual fund portfolios that are sold directly to the public, which may have similar or nearly identical names. However, the investment objectives and policies of certain Portfolios available under the Policy may be very similar to the investment objectives and policies of other funds that are or may be managed by the same investment manager. Nevertheless, the investment performance of the Portfolios available under the Policy may be lower or higher than the investment performance of these other (publicly available) portfolios. There can be no assurance, and we make no representation, that the investment performance of any of the Portfolios available under the Policy will be comparable to the investment performance of any other portfolio, even if the other portfolio has the same investment manager, the same investment objectives and policies, and/or a very similar or nearly identical name.

Please read the prospectuses to obtain more complete information regarding the Portfolios. Keep this prospectus and the Portfolios’ prospectuses for future reference.

CHANGES TO THE SEPARATE ACCOUNT

Where permitted by applicable law, we reserve the right to take certain actions that we deem necessary to serve your best interests and appropriate to carry out the purposes of this Policy. When required by law, we will obtain approval by you, the SEC, and/or any appropriate regulatory authority. The actions that we may take include:

• deregistering the Separate Account under the 1940 Act;

• operating the Separate Account in any form permitted under the 1940 Act, or in any other form permitted by law;

• taking any action necessary to comply with or obtain and continue any exemptions from the 1940 Act;

• adding, combining or removing Investment Accounts in the Separate Account;

• substituting, for the Portfolio shares held in any Investment Account, the shares of another class issued by the Portfolio, or the shares of another investment company or series thereof or any other investment permitted by law;

• changing the way we deduct or collect charges under the Policy, but without increasing the charges unless and to the extent permitted by other provisions of this Policy;

• modifying this Policy as necessary to ensure that it continues to qualify as life insurance under Section 7702 of the Code;

• making any other necessary technical changes in the Policy in order to conform with any action we are permitted to take; and

• adding to, eliminating, or suspending your ability to allocate Net Premiums or transfer the unloaned Policy Value into any Investment Option.

We can add new Investment Accounts in the future that would invest in other Portfolios, funds or other investment vehicles. We don’t guarantee that the Separate Account, any existing Investment Account, or any Investment Account added in the future will always be available. We reserve the right to add or close Investment Accounts, substitute another Portfolio, fund or other investment vehicle without your consent, or combine Investment Accounts or Portfolios. A substituted Portfolio, fund or investment vehicle may have different fees and expenses. Substitutions and Investment Account closings may be made with respect to existing

28  Prospectus   M Intelligent VUL

investments or the investment of future Premiums, or both. However, no substitution will be made without any necessary approval of the SEC. A Portfolio also may discontinue offering its shares to the Investment Accounts. In addition, we reserve the right to make other structural and operational changes affecting the Separate Account and the Policy.

We will notify you if any of these changes result in a material change in the underlying investments of an Investment Account of the Separate Account to which any part of your Policy Value is allocated. Details of any such change will be filed with any regulatory authority where required and will be subject to any required approval.

If you object to a material change and a portion of your Policy Value is attributable to the affected Investment Account, then you may transfer that value into:

• another Investment Account; or

• the fixed account options.

To effect such transfers, we must receive your Acceptable Request at our Administrative Office within 60 days of the postmarked notice of material change. We will not deduct any applicable transfer charge for this transaction.

VOTING PORTFOLIO SHARES

The Separate Account is the legal owner of the shares of the Portfolios offered in connection with your Policy. It therefore has the right to vote its shares at any meeting of the Portfolios’ shareholders. Generally, open-end investment companies, such as the Portfolios, do not hold annual meetings of shareholders. However, if and when a Portfolio informs us on a timely basis that a shareholder meeting will be held, we will seek your instructions regarding how to vote the shares attributable to your Policy. If we don’t receive timely instructions from you, we will vote your shares in the same proportion as the voting instructions received on all outstanding Policies. Please note that the effect of proportional voting is that a small number of Owners may control the outcome of a vote. We may vote the shares of the Portfolios in our own right in some cases, if we determine that we may legally do so.

CHARGES AND DEDUCTIONS

We make certain charges and deductions under the Policy. These charges and deductions compensate us for: (1) services and benefits we provide; (2) costs and expenses we incur; and (3) risks we assume. Charges and deductions allow us to provide you services, but have the effect of reducing your Policy Value and death benefits.

We may waive, reduce, or vary any Policy charges under circumstances in which our expenses are expected to be lower. The amount of the variations and the conditions under which we grant them may change from time to time. These variations generally reflect cost savings over time that we anticipate for Policies sold under certain circumstances, including when Policies are sold to a group or sponsored arrangement.

Services and Benefits We Provide:

• the death benefit, cash, and loan benefits under the Policy;

• Investment Options, including Premium allocation;

• administration of elective options; and

• the distribution of reports to Owners.

Costs and Expenses We Incur:

• costs associated with processing and underwriting applications, and with issuing and administering the Policy (including any Riders);

• overhead and other expenses for providing services and benefits;

• sales and marketing expenses; and

• other costs of doing business, such as collecting Premiums, maintaining records, processing claims, effecting transactions, and paying federal, state, and local income, premium, and other taxes and fees.

Risks We Assume:

• that the cost of insurance charges we may deduct are insufficient to meet our actual claims because the Insured dies sooner than we estimate;

• that the cost of providing the services and benefits under the Policies exceed the charges we deduct and

• that our investment returns in the general account will be less than the interest rate credited in the fixed account options.

PREMIUM EXPENSE CHARGE

Prior to allocation of Premium, we deduct a Premium Expense Charge from each Premium to reimburse us for certain sales costs not covered by the Surrender Charge and for certain taxes levied upon issued Policies. The tax portion of the charge reimburses us for state, municipality and federal taxes levied upon issued Policies; it is determined based upon tax liabilities for all Policies in all jurisdictions and reflects an average of those liabilities. The sales costs portion is applicable to the various expenditures incurred in marketing and selling the Policy. We credit the remaining amount (the Net Premium) according to your allocation instructions.

MONTHLY CHARGE

We deduct a Monthly Charge from the Policy Value on the Policy Date and on each Monthly Charge Date prior to the Final Policy Date to compensate us for underwriting, issue, and on-going administrative expenses and for the Policy’s insurance coverage, including Rider benefits, if any. We will make deductions on a pro rata basis (i.e., in the same proportion that the Policy Value in each Investment Option bears to the total Policy Value across all Investment Options prior to the deduction). Alternatively, we will make deductions from specific Investment Accounts and/or the fixed account options based upon your instructions. If an Investment Option you have specified no longer has any value from which to deduct the Monthly Charge, then we will deduct the Monthly Charge allocated to this Investment Option pro rata from the other Investment Options you have specified, unless you provide us with new instructions. If no Investment Options you have specified have any value, then

M Intelligent VUL   Prospectus 29

we will deduct the Monthly Charge from all of your other Investment Options that still have value on a pro rata basis, unless you provide us with new instructions. Because portions of the Monthly Charge can vary from month to month, the Monthly Charge will also vary.

If the Policy Date is set prior to the Issue Date, a Monthly Charge will accrue on the Policy Date and on each Monthly Charge Date until and including the Issue Date. On the Issue Date, these accrued Monthly Charges will be deducted from the Policy Value. We will then deduct a Monthly Charge from the Policy Value on each Monthly Charge Date thereafter as described above.

The Monthly Charge has five components:

• a monthly Policy Fee

• a monthly Administrative Expense Charge;

• a monthly Asset Based Risk Charge;

• the monthly Cost of Insurance charge; and

• charges for riders.

Monthly Policy Fee. We assess a monthly policy charge to help cover our costs of issuing and administering the Policy, and for such activities as processing claims, maintaining records and communicating with you.

The annualized Policy Fee is $180 or $96 if the LTA Rider is selected at issue. Since there is a minimum cost to issue any Policy, having a fixed monthly charge helps assure that smaller Policies pay their share of Policy costs. In no event will the policy fees imposed exceed this amount. We reserve the right to reduce or waive the policy fee for particular Policies when we anticipate that our administrative and operating expenses will be lower.

Administrative Expense Charge. The Administrative Expense Charge is a monthly charge to help cover our costs of issuing and administering the policy, and for such activities as processing claims, maintaining records and communicating with you. This charge also helps cover the same costs addressed by the fixed Monthly Policy Fee. Since these costs increase for larger amounts of coverage, the Administrative Expense Charge is a percentage of coverage to help assure that larger Policies pay their share of Policy costs. The duration of this charge is 10 years from the Policy Date and each BFA increase date that creates a new layer of coverage. For each layer of BFA still in force, the charge is determined by multiplying the initial amount of each layer by its applicable rate. The rate will vary based upon Attained Age, gender, Underwriting Class, and the presence of the LTA Rider at the time the layer is added.

Asset Based Risk Charge. This charge is for the risks we assume with respect to the Policy, including the risk that mortality is higher than expected, company administrative and sales costs are higher than expected, and persistency in early Policy years is less than expected. It is a percentage of the Policy Value of the Investment Accounts. If the LTA Rider is not added to the Policy, the current and guaranteed annualized charge is 0.90% in Policy years 1-15 and 0.48% in years 16 and thereafter. If the LTA is added to the Policy, the current and guaranteed charges are 0.36% in years 1-15 and 0.06% in years 16 and thereafter.

Cost of Insurance. We assess a monthly Cost of Insurance charge to compensate us for providing the death benefit. We may use part of the monthly Cost of Insurance charge to pay other legitimate costs arising from the issuance of the Policy

If we approve an increase in your Policy’s Total Face Amount, through increases in BFA or SFA new layers of coverage will be created. We calculate the Cost of Insurance charge separately for each layer of BFA and SFA coverage. The charge for each layer depends on your Policy’s death benefit option, Policy Value, the presence of the LTA Rider, and gender (in most states). It also depends on the Underwriting Class of the layer, the Attained Age at the time the layer is added, the number of years the layer has been in force, the face amount of the layer, and whether the layer consists of BFA or SFA coverage.

The cost of insurance charge is equal to:

• the sum across all layers of each layer’s cost of insurance rate, multiplied by that layer’s Net Amount at Risk

The net amount at risk is equal to:

• the death benefit on the Monthly Charge Date divided by 1.00246627; minus

• the Policy Value on the Monthly Charge Date.

The Monthly Charge for any Rider may be calculated either before or after the monthly Cost of Insurance charge. Any Rider attached to the Policy will specify the order in which we calculate the Monthly Charge for that Rider.

We calculate the Cost of Insurance charge separately for each layer of BFA and SFA coverage. If we approve an increase in your Policy’s Total Face Amount, then a different Underwriting Class and a different cost of insurance rate may apply to the increase, based on the Insured’s circumstances at the time of the increase.

We also calculate the Net Amount at Risk separately for the BFA and any SFA, and for any increase in the BFA and any SFA. The Net Amount at Risk will be pro-rated according to the BFA coverage and any SFA coverage. The respective cost of insurance rates will be applied to the pro- rated Net Amount at Risk. In determining each Net Amount at Risk, we allocate the Policy Value among the BFA and any SFA and any increments of BFA and SFA in proportion to their respective totals. If the death benefit is increased because of the requirements of Section 7702 of the Code, we will allocate such increase among the Initial BFA and SFA and any increments of the BFA and SFA in proportion to their totals. The Net Amount at Risk is affected by investment performance, loans, payment of Premiums, Policy fees and charges, the death benefit option, partial withdrawals, and changes in the BFA and SFA.

Cost of Insurance Rates. As stated above, We base the cost of insurance rates on the Insured’s Underwriting Class, Issue Age, BFA, any SFA, death benefit option, number of

30  Prospectus   M Intelligent VUL

full years insurance has been in force, and gender (in most states). The actual monthly cost of insurance rates are based on our expectations as to future mortality and expense experience. We reserve the right to change monthly cost of insurance rates; however, these rates will never be greater than the guaranteed cost of insurance rates stated in your Policy. These guaranteed rates are based on the 2001 Commissioners Standard Ordinary Mortality Table, Age Nearest Birthday, Smoker or Nonsmoker or Smoker- Aggregate, Male or Female. Separate scales of the guaranteed maximum cost of insurance rates apply to substandard risk classifications or Policies with flat or temporary extra mortality charges. For Policies issued in states which require “unisex” policies or in conjunction with employee benefit plans, the guaranteed rates are based on a blend of the Male and Female 2001 Commissioners Standard Ordinary Mortality Tables, Age Nearest Birthday, Smoker or Nonsmoker or Smoker-Aggregate. The maximum cost of insurance rate depends only on the Insured’s Attained Age, gender and Underwriting Class and the presence of the LTA. Any change in the cost of insurance rates will be on a uniform basis for all Insureds of the same gender, Underwriting Class, Issue Age, Total Face Amount, death benefit option, and number of full years insurance has been in force. Any change in cost of insurance rates may also depend on the presence of the LTA.

Underwriting Class. The Underwriting Class of an Insured will affect the cost of insurance rates, as will the incurrence of any flat or temporary extra mortality charges.

We currently place Insureds into one of the following classes: super preferred non-tobacco, preferred non-tobacco, standard non-tobacco, preferred tobacco, or standard tobacco. Insureds can also be placed into one of a number of substandard non-tobacco or substandard tobacco classes. Substandard classes reflect higher mortality risks.

• In an otherwise identical Policy, an Insured in the super preferred or preferred class will generally have a lower cost of insurance rate than an Insured in a standard class, and an Insured in a standard class will generally have a lower cost of insurance rate than an Insured in a substandard class.

• Policies issued below age 15 will be classified as a standard non-tobacco rate.

• Non-tobacco Insureds will generally incur lower cost of insurance rates than Insureds who are classified as tobacco in the same Underwriting Class.

In addition, we will pay a limited death benefit if the Insured’s death occurs while engaged in certain aviation related activities identified in the underwriting process.

Charges for Riders. The Monthly Charge includes charges for any supplemental insurance benefits you add to your Policy by Rider.

SURRENDER CHARGES

We deduct Surrender Charges if the Policy is Surrendered within the first 10 Policy years or there are decreases of BFA within 10 years of BFA increase. We deduct this charge to compensate us for sales expenses that we would otherwise not recover in the event of early Surrender. The charge applies only to BFA decreases. Surrender Charges never apply to partial withdrawals, a decrease or Surrender of the SFA, or death benefit option changes.

Surrender Charges are based on the Target Premium at issue and are assessed as a percentage of the total premiums paid up to one Target Premium. Each additional increase of the BFA will have its own Surrender Charges equal to a percentage of the increase layer’s Target Premium. The percentage Surrender Charges for the increases will be the same as the percentage for the initial BFA layer.

We assess a partial Surrender Charge for any reduction in a layer of the BFA caused by a requested BFA decrease if that reduction is effective within ten years of the effective date of the layer. The partial Surrender Charge imposed is equal to the Surrender Charge that would apply if the entire layer were Surrendered multiplied by the percentage reduction in the layer. The percentage applied is dependent upon the policy year during which Surrender occurs, as shown in the following table:

SURRENDER CHARGE SCHEDULE

Duration	Surrender Charge	Duration	Surrender Charge
1	100%	6	60%
2	100%	7	45%
3	90%	8	35%
4	75%	9	20%
5	70%	10	7%
		11	0%

TRANSFER CHARGE

We currently allow you to make 12 transfers among the various Investment Options and Investment Accounts each Policy Year with no additional charge.

• We may deduct $25 for the 13th and each additional transfer made during a Policy Year to compensate us for the cost of processing these transfers.

• For purposes of assessing the transfer charge, we consider each Acceptable Request to be one transfer, regardless of the number of Investment Options affected by the transfer.

• We deduct the transfer charge from the Investment Option to which a transfer was most recently made.

• Transfers due to dollar cost averaging, automatic account rebalancing, loans, or the initial reallocation from the Money Market Account do not count as transfers for the purpose of assessing any transfer charge.

ACCELERATED DEATH BENEFIT FEE

If you qualify for and elect to receive a one-time lump-sum accelerated death benefit payment, the benefit you receive equals your selected amount of accelerated death benefit minus unpaid Policy expenses, minus Outstanding Loan

M Intelligent VUL   Prospectus 31

Amounts, minus one year of interest (equal to the greater of the yield on a 90-day Treasury bill on the date we approve your application for this benefit or the current maximum statutory adjustable policy loan interest rate equal to the Moody’s Corporate Bond Yield Average—Monthly Average Corporate , published by Moody’s Investors Service, Inc., for the calendar month ending two months prior to the date the request is approved.) and minus a fee not to exceed $200 to reimburse us for our costs to administer the accelerated death benefit. For more information on accelerated death benefits, see “Death Benefit—Accelerated Death Benefit.”

LOAN INTEREST CHARGE

We currently charge you interest in arrears (the “charged interest rate”) on a loan at a current interest rate of 4% in policy years 1-10 (guaranteed to not exceed 4.5%) and 3% in years 11 and thereafter (guaranteed to not exceed 3.5%). We also currently credit interest on amounts in the Loan Account (the “earned interest rate”) on loans allocated to both the BFA and the SFA at a fixed annual earned interest rate of 3%. The current and guaranteed Loan Account interest rates do not vary for the M Intelligent VUL Accumulator. See “Transaction Fees; Periodic Charges Other than Fund Operating Expenses” for more information about guaranteed Loan Account crediting rates. Due to the absence of a loan interest spread in years 11 and thereafter, the tax consequences associated with loans outstanding after Policy Year 10 are unclear and a tax adviser should be consulted about these consequences.

PORTFOLIO EXPENSES

Each Investment Account purchases shares of the corresponding Portfolio at net asset value. The Portfolios deduct management fees and other expenses from their assets. Portfolio expenses are paid by each Portfolio before TIAA-CREF Life is provided with the Portfolio’s net asset value. The net asset value of each Investment Account thus reflects the management fees and other expenses incurred by the corresponding Portfolio in which the Investment Account invests. Portfolio expenses may change periodically. For further information, consult the Portfolios’ prospectuses.

ADVISORY FEES

In certain situations, as agreed separately between you and a registered investment adviser, you agree to have its Advisory Fees deducted each quarter from specified Investment Options to compensate the adviser for any management of your Policy. This service is provided to Owners as a convenience, and we reserve the right to terminate the service for any adviser. The fees may be deducted from all of the Investment Accounts (except the Loan Account) and fixed account options in proportion to the Policy Value in each Investment Option (pro rata) or they can be deducted from designated Investment Accounts as specified by you. These fees will generally be considered withdrawals from the Policy for tax purposes. Please see “Federal Tax Considerations” below and consult with your personal tax adviser. These fees will go to individual registered investment advisers who are not affiliated with the Separate Account or the Company. These fees are not the investment advisory fees paid by the underlying Portfolios. No charges will be assessed by us for the withdrawal of these fees and the Total Face Amount will not be reduced by the amount of these fees.

FEDERAL TAX CONSIDERATIONS

Introduction. The following summary provides a general description of the federal income tax considerations associated with the Policy and does not purport to be complete or to cover all tax situations. This discussion is not intended as tax advice. Counsel or other competent tax advisers should be consulted for more complete information. This discussion is based upon our understanding of the present federal income tax laws. No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service (“IRS”).

Tax Status of the Policy. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a Policy must satisfy certain requirements which are set forth in the Code, and described above in the Policy Benefits-Choice of Tax Test, Death Benefit-Choice of Tax Test, and Policy Risks-Tax Risks sections. Although guidance as to how these requirements are to be applied is limited, we believe that the Policy should satisfy the applicable requirements. There is less guidance, however, with respect to Policies issued on a substandard basis (i.e., an Underwriting Class involving higher than standard mortality risk), and there is therefore more uncertainty as to those contracts, particularly if you pay the full amount of Premiums permitted under the Policy. If it is subsequently determined that a Policy does not satisfy the applicable requirements, we may take appropriate steps to bring the Policy into compliance with such requirements and we reserve the right to restrict Policy transactions in order to do so.

In certain circumstances, owners of variable life insurance contracts have been considered for federal income tax purposes to be the owners of the assets of the variable account supporting their contracts due to their ability to exercise investment control over those assets. Where this is the case, the contract owners have been currently taxed on income and gains attributable to the variable account assets. Although published guidance in this area does not address certain aspects of the Policies, we believe that the Policies do not give Owners investment control over Separate Account assets. We reserve the right to modify the Policies should such a modification become necessary to prevent an Owner from being treated as the Owner of a pro rata share of the assets in the Separate Account.

32  Prospectus   M Intelligent VUL

In addition, the Code requires that the investments of the Separate Account be “adequately diversified” in order for the Policies to be treated as life insurance contracts for federal income tax purposes. It is intended that the Separate Account, through the Portfolios, will satisfy these diversification requirements. An employer-owned life insurance contract must also satisfy certain notice and consent requirements in order for the entire death benefit to be tax-free. Please see “Employer-Owner Life Insurance Contracts”, below.

Changes to Comply with the Law. So that your Policy continues to qualify as life insurance under the Code or to avoid having the Policy become a MEC, we reserve the right to limit or refund all or part of your Premium payments. We may refuse to allow you to make partial withdrawals that would cause your Policy to fail to qualify as life insurance under the Code. We also may:

• make changes to your Policy or its Riders; or

• make distributions from your Policy to the degree that we deem necessary to qualify your Policy as life insurance for tax purposes.

If we make any changes of this type, we will make similar changes to all affected Policies.

TAX TREATMENT OF POLICY BENEFITS

The following discussion assumes that the Policy will qualify as a life insurance contract for federal income tax purposes.

In General. We believe that Death Benefit Proceeds under a Policy generally are excludable from the gross income of the Beneficiary for federal income tax purposes. Federal, state and local transfers, and other tax consequences of ownership or receipt of Policy proceeds depend on the circumstances of each Owner or Beneficiary. A tax adviser should be consulted as to these consequences.

Generally, the Owner will not be deemed to be in constructive receipt of the Policy Value, and will not receive ordinary income until there is a distribution. (The tax consequences associated with keeping a Policy in force after the Insured reaches Attained Age 100 are unclear. A tax adviser should be consulted about such consequences.) When distributions from a Policy occur, or when loans are taken out from or secured by a Policy, the tax consequences depend, in part on whether the Policy is classified as a MEC.

Modified Endowment Contracts (MEC). Under the Internal Revenue Code, certain life insurance contracts are classified as MECs with less favorable tax treatment than other life insurance contracts. Due to the flexibility of the Policies as to Premiums and benefits, the individual circumstances of each Policy will determine whether it is classified as a MEC. The Policy will be a MEC if the Premiums we receive are greater than the “seven-pay limit” as determined under Section 7702A of the Code. The “seven- pay limit” means that during, generally the first seven years of the Policy, the sum of the actual Premiums paid may not exceed the sum of the “seven-pay premiums.” Generally, the “seven- pay premium” is the level annual premium, such that if it were paid for each of the first seven years, it will fully pay for all future life insurance and endowment benefits under a life insurance policy. See the section entitled “Premiums—Premium Limitations” for an example of how the “seven-pay limit” would work. Under this test, a Policy may or may not be a MEC, depending on the amount of Premiums paid during each of the Policy’s first seven years.

Certain changes in a Policy after it is issued could also cause it to be classified as a MEC. For example, a reduction in benefits during the first seven contract years for a Policy may cause the Policy to be classified as a MEC. Moreover, if there is a “material change” in the Policy’s benefits or other terms, the Policy may have to be tested using a new 7-pay limit, as if it were a newly issued Policy as of the date of the material change. A material change can occur, for example, when there is an increase in the death benefit that is due to the payment of an unnecessary premium. Unnecessary premiums are Premiums paid into the Policy which are not needed in order to provide a death benefit equal to the lowest death benefit that was payable in the first seven Policy years. Guidance is limited as to other events that may be considered to be a “material change” and we may not be able to identify every transaction that the IRS would treat as a material change.

A Policy that is acquired in exchange for a life insurance contract classified as a MEC prior to the exchange will be classified as a MEC. A Policy that is acquired in exchange for a life insurance contract not classified as a MEC prior to the exchange will generally not be classified as a MEC if no Premiums are paid under the Policy during the first seven Policy Years after the exchange. A current or prospective Owner should consult with a tax adviser to determine whether a Policy transaction will cause the Policy to be classified as a MEC.

If a Policy becomes a MEC, all distributions during the Policy Year in which the Policy becomes a MEC will be taxed as distributions from a MEC. In addition, distributions from a Policy within two years before it becomes a MEC may be taxed in this manner. This means that a distribution made from a Policy that is not a MEC could later become taxable as a distribution from a MEC.

Multiple Policies. All MECs that are issued (or that subsequently become a MEC) by us or our affiliates to the same Owner during any calendar year are treated as one MEC for purposes of determining the amount includible in the Owner’s income when a taxable distribution occurs.

Distributions Other Than Death Benefits From Modified Endowment Contracts. Policies classified as MECs are subject to the following tax rules:

• All distributions other than Death Benefit Proceeds, including distributions upon full or partial Surrenders and withdrawals, from a MEC will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the Owner’s investment in the Policy only after all gain has been distributed.

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• Loans taken from or secured by a Policy classified as a MEC are treated as distributions and taxed accordingly, as described above. The investment in the Policy is increased by the amount of ordinary income created by the loan. Accrued and unpaid loan interest added to the loan balance as provided in Loans-Loan Conditions above is treated as an additional taxable distribution.

• A 10% additional income tax is imposed on the amount subject to tax except where the distribution or loan is made when the Owner has Attained Age 59 1/2 or is disabled, or where the distribution is part of a series of substantially equal periodic payments for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and the Owner’s Beneficiary or designated Beneficiary.

You should consult a tax adviser to determine if you may be subject to the 10% penalty tax on any distribution or loan that you receive under the Policy.

Distributions Other Than Death Benefits From Policies That Are Not Modified Endowment Contracts. Distributions other than Death Benefit Proceeds from a Policy that is not classified as a MEC are generally treated first as a recovery of the Owner’s investment in the Policy and, only after the recovery of all investment in the Policy, as taxable income. However, certain distributions that must be made in order to enable the Policy to continue to qualify as a life insurance contract for federal income tax purposes if Policy benefits are reduced during the first 15 Policy Years may be treated in whole or in part as ordinary income subject to tax.

Loans from or secured by a Policy that is not a MEC are generally not treated as distributions. However, due to the absence of a loan interest spread, the tax consequences associated with loans outstanding after Policy Year 10 are unclear and a tax adviser should be consulted about these consequences.

Finally, distributions and loans from or secured by a Policy that is not a MEC are not subject to the 10% additional income tax that applies to MECs.

Investment in the Policy. Your investment in the Policy is generally your aggregate Premiums. When a distribution is taken from the Policy, your investment in the Policy is reduced by the amount of the distribution that is tax free. When a loan is taken out under a Policy that is a MEC, your investment in the Policy is increased by the amount of the loan that is treated as a taxable distribution. If an Owner of the Policy who is not an insured dies, the successor Owner’s investment in the Policy may be increased, generally to the fair market value on the date of death, under general rules for increase in the basis of property held by a decedent. The IRS has not issued specific guidance concerning the availability of any such increases. You should consult your personal tax adviser.

Policy Loans. In general, interest on a Policy loan will not be deductible. If a Policy loan is outstanding when a Policy is Surrendered, canceled, or allowed to Lapse, the amount of the outstanding indebtedness (plus accrued interest) will be added to the amount distributed and will be taxed accordingly. Before taking out a Policy loan, you should consult a tax adviser as to the tax consequences.

Overloan Protection Endorsement. If you are contemplating the purchase of the Policy with the Overloan Protection Endorsement, you should be aware that the tax consequences of the Overloan Protection Endorsement have not been ruled on by the IRS or the courts. It is possible that the IRS could assert that the outstanding loan balance should be treated as a taxable distribution when the Overloan Protection Endorsement causes the Policy to be converted into a fixed Policy. You should consult a tax adviser as to the tax risks associated with the Overloan Protection Endorsement.

Withholding. We are required to withhold federalincome taxes on the taxable portion of all distributions unless the recipient elects not to have any such amounts withheld and properly notifies us of that election. Unnecessary withholdings, delays in payment while we attempt to verify information and other adverse tax and financial consequences may result if you or your beneficiary do not provide us with a valid Social Security number or other taxpayer identification number, or if the taxpayer fails to properly complete and execute tax-related forms and certifications required for us to process distributions and administer your Policy if the amount withheld for you is insufficient to cover income taxes, you may have to pay income taxes and possibly penalties later. Different rules may apply to United States citizens or expatriates living abroad. Special withholding rules and forms apply to foreign persons. In addition, some states have enacted legislation requiring withholding. You should consult your tax adviser about withholding in the context of your overall tax situation.

Life Insurance Purchases by Residents of Puerto Rico. Income received by residents of Puerto Rico under a Policy will be U.S.-source income that is generally subject to United States federal income tax.

Life Insurance Purchases by Nonresident Aliens and Foreign Corporations. Owners who are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, Owners may be subject to state and/or municipal taxes and taxes that may be imposed by the Owner’s country of citizenship or residence. Special forms and procedures will apply to document the U.S. tax status of the Owner and any entitlement to tax treaty benefits. Prospective purchasers who are not U.S. citizens or residents are advised to consult with a qualified tax adviser regarding U.S. and foreign taxation with respect to a life insurance policy purchase.

Section 1035 Exchanges. Code section 1035 generally provides that no gain or loss shall be recognized by the Owner on the exchange of one life insurance contract for another life insurance contract, an annuity contract, an endowment contract (an obsolete form of insurance, not to

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be confused with a MEC), or a long term care insurance contract. Contracts subject to tax rules in effect prior to certain legislative changes that are exchanged for new contracts may be treated as new contracts for purposes of both section 7702, which establishes the tests for whether a contract is a life insurance contract for federal income tax purposes, and section 7702A, which provides the criteria for determining whether a contract is a MEC. Prospective purchasers wishing to take advantage of section 1035 should consult their tax advisers.

Business Uses of Policy. Businesses can use the Policies in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances. If you are purchasing the Policy for any arrangement the value of which depends in part on its tax consequences, you should consult a qualified tax adviser. Moreover, Congress has adopted new rules relating to life insurance owned by businesses. Any business contemplating the purchase of a new Policy or a change in an existing Policy should consult a tax adviser.

Employer-owned Life Insurance Contracts. Pursuant to section 101(j) of the Code, unless certain eligibility, notice and consent requirements are satisfied, the amount excludible as a death benefit payment under an employer- owned life insurance contract will generally be limited to the premiums paid for such contract (although certain exceptions may apply in specific circumstances). An employer-owned life insurance contract is a life insurance contract owned by an employer that insures an employee of the employer and where the employer is a direct or indirect Beneficiary under such contract. It is the employer’s responsibility (i) to verify the eligibility of the intended Insureds under employer-owned life insurance contracts and to provide the notices and obtain the consents required by section 101(j) and (ii) to satisfy certain annual tax reporting requirements in respect of employer-owned life insurance contracts that are also imposed under the Code. These requirements generally apply to employer-owned life insurance contracts issued or materially modified after August 17, 2006. A tax adviser should be consulted by anyone considering the purchase or modification of an employer-owned life insurance contract.

Split-Dollar Arrangements. The IRS and the Treasury Department have issued guidance that substantially affects split-dollar arrangements. Consult a qualified tax adviser before entering into or paying additional premiums with respect to such arrangements.

Additionally, on July 30, 2002, President Bush signed into law significant accounting and corporate governance reform legislation, known as the Sarbanes-Oxley Act of 2002 (the “SOX Act”). The SOX Act prohibits, with limited exceptions, publicly traded companies, including non-U.S. companies that have securities listed on exchanges in the United States, from extending, directly or through a subsidiary, many types of personal loans to their directors or executive officers. It is possible that this prohibition may be interpreted as applying to split-dollar life insurance policies for directors and executive officers of such companies, since insurance arguably can be viewed as involving a loan from the employer for at least some purposes. Although the prohibition on loans is generally effective as of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, so long as there is no material modification to the loan terms and the loan is not renewed after July 30, 2002. Any affected business contemplating the payment of a premium on an existing Policy, or the purchase of a new Policy, in connection with a split-dollar life insurance arrangement should consult legal counsel.

Non-Individual Owners and Business Beneficiaries of Policies. If a Policy is owned or held by a corporation, trust, or other non-natural person, this could jeopardize some (or all) of such entity’s interest deduction under Code Section 264, even where such entity’s indebtedness is in no way connected to the Policy. In addition, under Section 264(f)(5), if a business (other than a sole proprietorship) is directly or indirectly a Beneficiary of a Policy, this Policy could be treated as held by the business for purposes of the Section 264(f) entity-holder rules.

In Revenue Ruling 2011-9, the IRS held that the status of an insured as an employee “at the time first covered” for purposes of Section 264(f) does not carry over from a contract given up in a Section 1035 tax-free exchange to a contract received in such an exchange. Therefore, the exception to pro rata interest expense disallowance provided in Section 264(f)(4) does not apply to new policies received in Section 1035 tax-free exchanges unless such policies also independently qualify for the exception provided by Section 264(f)(4) of the Code. Therefore, it would be advisable to consult with a tax adviser before entering in to a policy exchange transaction.

In all events, it would be advisable to consult with a qualified tax adviser before any non-natural person is made an owner or holder of a Policy, or before a business (other than a sole proprietorship) is made a Beneficiary of a Policy.

Alternative Minimum Tax. There may also be an indirect tax upon the income in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if a non-individual owner or business Beneficiary is subject to this tax.

Estate, Gift and Generation-Skipping Transfer Taxes. The transfer of the Policy or designation of a Beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. For example, when an Owner- Insured on a Policy dies, the death proceeds will generally be includable in the Owner’s estate for purposes of federal estate tax if the Insured owned the Policy. If the Owner was not the Insured, the fair market value of the Policy would be included in the Owner’s estate upon the

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Owner’s death. The Policy would not be includable in the Insured’s estate if the Insured neither retained incidents of ownership at death nor had given up ownership within three years before death.

Moreover, under certain circumstances, the Code may impose a “generation-skipping transfer tax” when all or part of a life insurance policy is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Code may require us to deduct the tax from your Policy, or from any applicable payment, and pay it directly to the IRS.

Qualified tax advisers should be consulted concerning the estate and gift tax consequences of Policy ownership and distributions under federal, state, and local law. The individual situation of each Owner or Beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation-skipping, and other taxes. A tax adviser should be consulted about these consequences.

Foreign Tax Credits. We may benefit from any foreign tax credits attributable to taxes paid by certain Portfolios to foreign jurisdictions to the extent permitted under federal tax law.

The American Taxpayer Relief Act of 2012 (“ATRA”). ATRA permanently establishes the federal estate tax, gift tax and generation-skipping transfer tax exemptions at $5,000,000, indexed for inflation (i.e. $5,340,000 for 2014.) ATRA also permanently establishes the maximum federal estate tax, gift tax and generation-skipping transfer tax rate at 40%. ATRA allows a deceased spouse’s estate to transfer any unused portion of the deceased spouse’s exemption amount to a surviving spouse. ATRA also unified the estate tax, gift tax and generation skipping transfer tax exemptions and provided for indexing of these exemptions for inflation.

The Health Care and Education Reconciliation Act of 2010 (the “2010 Act”). The 2010 Act imposes a 3.8% tax in taxable years beginning in 2013 on an amount equal to the lesser of (a) “net investment income”; or (b) the excess of a taxpayer’s modified adjusted gross income over a specified income threshold ($250,000 for married couples filing jointly, $125,000 for married couples filing separately, and $200,000 for everyone else). Taxable distributions from life insurance policies over allowable deductions, as such term is defined in the 2010 Act, are included in net investment income. You should consult a qualified tax adviser regarding the consequences of the 2010 Act.

Accelerated Death Benefits. Payments received under the accelerated death benefit will be excludable from the gross income of the recipient if applicable tax law requirements are met. However, you should consult a qualified tax adviser about the consequences of receiving a payment under this benefit.

Federal Defense of Marriage Act. The contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the contract’s death benefit and any joint-life coverage under an optional living benefit. All contract provisions relating to spousal continuation are available only to a person who meets the legally recognized definition of a “spouse”. The U.S. Supreme Court has held Section 3 of the federal Defense of Marriage Act (which did not recognize same-sex marriages for federal law purposes, even those which are recognized under individual state laws) to be unconstitutional. Therefore, same-sex marriages recognized under applicable state law are recognized for federal law purposes. The Department of the Treasury, the Internal Revenue Service and the Department of Labor have determined that for federal tax purposes, same-sex spouses will be determined based on the law of the state in which the marriage was celebrated irrespective of the law of the state in which the person resides. However, some uncertainty continues to remain regarding the treatment of same-sex spouses. Consult a tax adviser for more information on this subject.

Possible Tax Law Changes. Although the likelihood of legislative change is uncertain, there is always the possibility that the tax treatment of the Policy could change by legislation or otherwise. Consult a tax adviser with respect to legislative developments and their effect on the Policy.

OUR INCOME TAXES

Under current federal income tax law, as a life insurance company we are not taxed on the Separate Account’s operations. Thus, currently we do not deduct a charge from the Separate Account for federal income taxes. We reserve the right to charge the Separate Account for any future federal income taxes we may incur.

Under current laws in several states, we may incur state and local taxes in addition to premium taxes. These other taxes are not now significant and we are not currently charging for them. If they increase, we may deduct charges for such taxes. If we charge for such taxes in the future, such charges will be imposed on all affected Policies.

RIDERS AND ENDORSEMENTS

Riders offer supplemental benefits under the Policy. Most Riders are subject to age and underwriting requirements and, unless otherwise indicated, must be purchased when the Policy is issued. We deduct any Monthly Charges for Riders from the Policy Value as part of the Monthly Charge. Riders provide fixed benefits that do not vary with the investment performance of the Separate Account. Riders may not be available in all states. Please contact us for additional information.

Overloan Protection Endorsement. This Endorsement guarantees the Policy will not Lapse if it ever becomes overloaned. The Policy becomes overloaned on the first Monthly Charge Date that all of the following conditions are satisfied.

• The Policy has been in force for at least ten years.

• The Attained Age of the Insured is at least 65.

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• Either the Policy tax test is the Cash Value Accumulation Test, or the policy tax basis is zero.

• The outstanding loan divided by the Policy Value exceeds an overloan limit that may vary by Attained Age, gender, and Underwriting Class. The Owner’s Policy overloan limit is stated in the Endorsement issued on the Policy.

Example: For a $750,000 Total Face Amount Policy with the Overloan Protection Endorsement issued to male Insured age 47 with a preferred Underwriting Class, the overloan limit in the 20th Policy Year is 97% of Policy Value. If the Outstanding Loan Amount exceeds 97% of the Policy Value on a Monthly Charge Date in the 20th Policy Year, and the other Endorsement conditions are satisfied, the Policy will become overloaned on that Monthly Charge Date and the benefits and terms of the Endorsement will apply. This example illustrates how the Overloan Protection Endorsement operates and may or may not represent the terms of your Policy.

After the Policy becomes overloaned, no premiums may be paid, no withdrawals may be taken, and no loans may be taken or repaid. The death benefit will be the minimum death benefit required for your Policy to be in compliance with federal tax law. Please see the section entitled “Death Benefit” for more information on the minimum death benefit. No Monthly Charges will be deducted. The Overloan Protection Endorsement is not available if the Policy tax test is the Cash Value Accumulation Test. There is no monthly charge to add this Endorsement to the Policy. However, if this Policy changes to overloaned status, at that time the Policy Value will be reduced to equal the outstanding loan and moved to a Fixed Interest Loan Account. Policy Value cannot be transferred out of this account and will receive an annual effective crediting rate of 3.00%. Policy loan interest will continue to accrue at the same 3.00% rate. While this Endorsement is attached to the Policy, the maximum loan value of the Policy cannot exceed the Policy Value multiplied by the overloan limit.

If you are contemplating the purchase of the Policy with the Overloan Protection Endorsement, you should be aware that the tax consequences of the Overloan Protection Endorsement have not been ruled on by the IRS or the courts. It is possible that the IRS could assert that the outstanding loan balance should be treated as a taxable distribution when the Overloan Protection Endorsement causes the Policy to be converted into a fixed Policy. You should consult a tax adviser as to the tax risks associated with the Overloan Protection Endorsement.

Waiver of Monthly Charges Rider. This Rider is available for Issue Ages 18–60. Which must be elected at time of application and prior to policy issue. For Insureds under age 18, we will allow this Rider to be added to the Policy through the date the Insured attains age 18. This Rider waives the Monthly Charge while the Insured is Totally Disabled, as defined in the Rider, as long as the disability commenced prior to the Insured’s Attained Age 65 and has continued for at least six consecutive months without any period of recovery. We impose a charge for this Rider each month as part of the Monthly Charge. If you select this Rider, we increase the Monthly Charge by a percentage that depends on the Issue Age, Underwriting Class, and, in most states, gender of the Insured (the charge is higher for females than males). Additional restrictions and charges apply if you have selected this Rider and later increase your BFA and any SFA.

Enhanced Cash Value Rider. This Rider provides a waiver of Surrender Charges and thus is appropriate for Owners who seek to preserve the ability to access Cash Surrender Values during the Surrender Charge period. For Policies with the Long Term Accumulation Rider, the Rider adds a surrender credit that increases the proceeds paid upon full Surrender but not upon partial withdrawals or BFA and SFA decreases. The charge for this Rider is a percentage of the premium paid up to the first Target Premium. The presence of the LTA Rider may impact the level of this charge. However, in the first policy year, the surrender credit will not exceed the total premiums credited to your Policy minus the sum of your Policy Value and any withdrawals taken from your Policy. The surrender credit calculation is similar to the Surrender Charge calculation for a Policy without the LTA Rider. The credit is equal to the product of: 1) premium paid since issue and 2) a surrender credit factor that varies by policy year but is zero after year 10. The amount of the surrender credit is identified in the Fee Table section of the prospectus.

The Rider does not waive any Surrender Charges or provide any surrender credits when the surrender is part of a Section 1035 Exchange to a Policy issued by another company.

Long Term Accumulation Rider. This Rider is designed for Owners who desire high Policy Values throughout the life of the policy. This Rider provides a waiver of the Surrender Charges and lower Asset Based Risk Charges and Policy Fees in exchange for higher Premium Expense Charges and generally higher cost of insurance charges.

SALE OF THE POLICY

TC Services, a subsidiary of Teachers Insurance and Annuity Association of America (TIAA), which is registered with the SEC as a broker-dealer and is a member of the Financial Industry Regulatory Authority, or FINRA, is the “principal underwriter” of interests in the Policy. TC Services main offices are at 730 Third Avenue, New York, New York 10017-3206.

The Policies are distributed on a continuous basis by TC Services and broker-dealer firms through their registered representatives who are appointed as life insurance agents for us. Broker-dealer firms distributing the Policies enter into a selling agreement with us and TC Services. Included among these broker-dealers is M Holdings Securities, Inc. and its registered representatives as well as other broker- dealers with which producers of M Financial Holdings Incorporated are affiliated. For a specified period, and

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subject to certain conditions, the Policy will be sold only by insurance agents appointed by us who are either registered representatives of TC Services or are affiliated with insurance agencies that are stockholders of M Financial Holdings, Incorporated, and who are registered representatives of its subsidiary, M Holdings Securities, Inc., or other broker-dealers unaffiliated with M Financial Holdings, Incorporated (collectively, “broker-dealer firms”).

Broker-dealer firms that distribute or support the marketing of our Policies may be compensated by means of various compensation and incentive arrangements. A general description of these arrangements is set out below under “Standard compensation” and “Additional compensation and incentive payments.” These arrangements may differ among firms, and not all broker- dealer firms will receive the same compensation and incentive payment benefits for distributing the Policy. Also, a broker-dealer may receive more or less compensation or other benefits for the promotion and sale of the Policy than it would expect to receive from another issuer.

Under their own arrangements, broker-dealer firms determine how much of any amounts received from us is to be paid to their registered representatives and make those payments to their registered representatives. TC Services may pay its registered representatives additional compensation and benefits, such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the Policies that they would not receive in connection with the sale of policies issued by unaffiliated companies.

Owners do not pay any compensation or incentive benefits directly. These payments are made from TC Services’ and our own revenues, profits or retained earnings, which may be derived from a number of sources, such as fees received from a Portfolio’s distribution plan (“12b-1 fees”), the fees and charges imposed on Owners and other sources.

You should contact your registered representative for more information on compensation arrangements in connection with your purchase of a Policy. We provide additional information on special compensation or reimbursement arrangements involving broker-dealer firms in the Statement of Additional Information, which is available upon request.

Standard compensation. TC Services pays compensation to broker-dealer firms for the promotion and sale of the Policies and for providing ongoing service in relation to Policies that have already been purchased. We may also pay a limited number of broker-dealers commissions or overrides to “wholesale” the Policies; that is, to provide marketing support and training services to the broker-dealer firms that do the actual selling.

The amount and timing of commissions we may pay to broker-dealers may vary depending on the particular selling agreement. During the first ten years, commissions will not exceed 105% of the first Target Premium, plus 20% of the second and third Target Premiums, plus 18% of the fourth and fifth Target Premiums, plus 16% of the sixth through tenth Target Premiums, plus 3% of Premiums received above ten Target Premiums. Commissions paid after year ten will not exceed 2% of Premiums received in years eleven and thereafter.

If the ECV Rider is attached to the Policy, during the first ten years, commissions will not exceed 35% of the first Target Premium, plus 30% of the second and third Target Premiums, plus 23% of the fourth Target Premium, plus 18% of the fifth Target Premium, plus 16% of the sixth through tenth Target Premiums, plus 3% of Premiums received above ten Target Premiums. Commissions paid after year ten will not exceed 2% of Premiums received in years eleven and thereafter.

If an LTA Rider is attached to the Policy, during the first ten years, commissions will not exceed 105% of the first Target Premium, plus 15% of the second and third Target Premiums, plus 13% of the fourth Target Premium, plus 8% of the fifth Target Premium, plus 4% of the sixth through tenth Target Premiums, plus 3% of premiums received above ten Target Premiums. Commissions paid after year ten will not exceed 1% of Premiums received in years eleven and thereafter. In addition, up to 0.20% in Policy years two through ten and up to 0.05% in years eleven and thereafter of the Policy Value will be paid to broker-dealers.

If an ECV and LTA Riders are attached to the Policy, during the first ten years commissions will not exceed 35% of the first Target Premium, plus 30% of the second and third Target Premiums, plus 23% of the fourth Target Premium, plus 18% of the fifth Target Premium, plus 4% of the sixth through tenth Target Premiums, plus 3% of Premiums received above ten Target Premiums. Commissions paid after year ten will not exceed 1% of Premiums received in years eleven and thereafter. In addition, up to 0.20% in Policy years two through ten and up to 0.05% in years eleven and thereafter of the Policy Value will be paid to broker-dealers.

In certain cases, commissions within the limits described above may be postponed with interest into later years. Target Premium varies based on the Insured’s Issue Age, gender, rating class, Base Face Amount, and whether the LTA Rider is attached to the Policy.

Additional compensation and incentive payments. To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may enter into special compensation or reimbursement arrangements (“incentive payments”), either directly or through TC Services, with selected broker-dealers, which may receive, directly or indirectly, additional payments in the form of cash, other non-cash compensation or reimbursement. These arrangements may include compensation or reimbursement to a broker-dealer for: featuring the Policy in its sales system; giving us preferential access to sales staff; allowing TC Services or its affiliates to participate in conferences, seminars or other programs attended by the firm’s sales force; “due diligence” examination of the Policy; sponsoring conferences, seminars, sales or training programs for invited registered representatives and other employees; travel expenses, including lodging, incurred by registered representatives and other employees for such seminars or training programs;

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seminars for the public or client seminars; advertising and sales campaigns regarding the Policy; assisting a firm in connection with its systems, operations and marketing expenses and/or other events or activities sponsored by the firm; “preferred product” treatment of the Policies in a marketing programs, which may include marketing services and increased access to sales representatives; ) sales promotions relating to the Policies; and inclusion in the financial products inventory of the broker-dealer. Additionally, we may provide: loans to broker-dealers or their affiliates to help finance marketing and distribution of the Policies, which loans may be forgiven if aggregate sales goals are met; and provide staffing or other administrative support and services to broker-dealers who distribute the Policies. We may also contribute to, as well as sponsor, various educational programs, sales promotions, and/or other contests in which participating firms and their sales persons may receive gifts and prizes such as merchandise, cash or other rewards as may be permitted under FINRA rules and other applicable laws and regulations.

These additional types of compensation are not offered to all broker-dealers. The terms of any particular agreement governing compensation may vary among broker-dealers and the amounts may be significant. The prospect of receiving, or the receipt of, additional compensation may provide broker- dealers and/or their registered representatives with an incentive to favor sales of the Policies over other variable life insurance policies (or other investments) with respect to which a broker-dealer does not receive additional compensation, or receives lower levels of additional compensation. You may wish to take such payments into account when considering and evaluating any recommendation relating to the Policies.

Certain entities that are not registered as broker-dealers, including M Financial Holdings, Inc., may control access to certain selling offices and may be compensated for access to those offices or for referrals, and that compensation may be separate from the compensation paid for sales of the Policies. We may compensate marketing organizations, associations, brokers or consultants which provide marketing assistance and other services to broker-dealers that distribute the policies, and which may be affiliated with those broker-dealers.

Any issues related to the servicing or administration of the Policy should be directed to our Administrative Office. Written customer complaints should be mailed to the Administrative Office.

ADDITIONAL INFORMATION

M FINANCIAL GROUP

In addition to deriving revenue through the sale of the Policy and other registered and unregistered products offered by other insurance companies, M Financial Group also derives revenue through the profits (or potentially losses) which its affiliated reinsurer, M Life Insurance Company, doing business as M Financial Re, earns under reinsurance agreements with insurers whose products are sold by M Financial Group agents and broker-dealers. M Financial Re has or will enter into a quota share modified coinsurance reinsurance agreement with the Company wherein M Financial Re will receive a quota share of the profits or losses, as the case may be, from the mortality, investment, and persistency risks it assumes, including risks on your Policy. Although the Company will not actually cede any reserves to M Financial Re, based on the terms of our reinsurance agreement, M Financial Re will earn a quota share of the investment income earned by us, or it will pay us if our investments result in losses.

Affiliates of M Financial Group also sponsor and manage certain of the Portfolios in which the Separate Account invests. See “Separate Account and Portfolios” for more information about services and revenue.

DELAYS IN PAYMENTS

We usually pay the amounts of any Surrender, partial withdrawal, Death Benefit Proceeds, loan or payments under a payment method within 7 days after we receive all applicable Acceptable Notices, and/or due proofs of death. However, we can postpone these payments if:

• the New York Stock Exchange is closed for trading, other than customary weekend and holiday closing, or trading on the New York Stock Exchange is restricted as determined by the SEC; or

• an emergency exists, as a result of which the SEC determines that (A) the disposal of shares in an Investment Account’s corresponding Portfolio is not reasonably practicable, or (B) it is not reasonably practicable to fairly determine the value of the net assets of an Investment Account’s corresponding Portfolio; or

• an Investment Account’s corresponding Portfolio otherwise lawfully suspends payment or redemption of its shares; or

• you have submitted a check or draft to our Administrative Office, in which case we have the right to defer payment of Surrenders, partial withdrawals, Death Benefit Proceeds, or payments under a payment method until the check or draft has been honored.

If, pursuant to SEC rules, the TIAA-CREF Life Money Market Fund suspends payment of redemption proceeds in connection with a liquidation of the Fund, we will delay payment of any transfer, partial withdrawal, loan, Surrender, or death benefit from the TIAA-CREF Life Money Market Sub-Account until the Fund is liquidated.

We have the right to defer payment of amounts from the fixed account options for up to 6 months after receipt of Acceptable Notice, but will not defer a payment from the fixed account options that is to be applied to pay required Premiums on other policies in force with us. (We pay interest at an annual rate from the effective date of the withdrawal, Surrender or loan if we delay any fixed account options payment for 30 days or more. This annual rate will be the

M Intelligent VUL   Prospectus 39

same rate as the fixed account options’ guaranteed crediting rate. Interest must equal $25 or more before it will accrue or be paid.)

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to block an Owner’s ability to make certain transactions and thereby refuse to accept a Premium or any request for transfers, partial withdrawals, Surrenders, loans, or Death Benefit Proceeds, until instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your Policy to government regulators.

STATE VARIATIONS

This prospectus provides a general description of the Policy. Policies issued in your state may provide different features and benefits from, and impose a different cost than, those described in this prospectus. Notwithstanding any state variations, all material rights and obligations under the Policy are described in the prospectus. You should read the Policy carefully for any non-material variations in your state. If you would like to review a copy of the Policy and endorsements, contact our Administrative Office.

PERFORMANCE DATA

In order to demonstrate how the actual investment performance of the Portfolios could have affected the death benefit, Policy Value, and Cash Surrender Value of the Policy, we may provide hypothetical illustrations using the actual investment performance of each Portfolio since its inception. These hypothetical illustrations are designed to show the performance that could have resulted if the Policy had been in existence during the period illustrated and are not indicative of future performance.

The values we illustrate for death benefit, Policy Value, and Cash Surrender Value take into account all applicable charges and deductions from the Policy, the Separate Account and the Portfolios, presenting separate sets of values based on current and guaranteed charges, but do not deduct charges for any Riders.

LEGAL PROCEEDINGS

Neither the Separate Account, the Company nor TC Services, is involved in any legal action or any pending or threatened lawsuits that it believes will have a materially adverse impact on it or on the Separate Account.

FINANCIAL STATEMENTS

Our financial statements are contained in the Statement of Additional Information. Our financial statements should be distinguished from the Separate Account’s financial statements and you should consider our financial statements only as bearing upon our ability to meet our obligations under the Policies.

OTHER INFORMATION

Our variable product business is highly dependent upon the effective operation of our computer systems and those of our business partners. Consequently, our business is potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service attacks on websites and other operational disruption and unauthorized release of confidential customer information. Cyber-attacks affecting us, any third party administrator, the underlying funds, intermediaries and other affiliated or third party service provides may adversely affect us and your contract value. For instance, cyber-attacks may: interfere with our processing of contract transactions, including the processing orders from our website or with the underlying funds; affect our ability to calculate unit values; cause the release and possible destruction of confidential customer or business information; impede order processing; subject us and/or our service providers and intermediaries to regulatory fines and financial losses; and/or cause reputational damage. Cyber security risks may also affect the issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. There can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your contract that result from cyber-attacks or information security breaches in the future.

Every state has some form of unclaimed property laws that impose varying legal and practical obligations on insurers and, indirectly, on Policy Owners, Insureds, Beneficiaries and other payees of proceeds. Unclaimed property laws generally provide for escheatment to the state of unclaimed proceeds under various circumstances.

Policy Owners are urged to keep their own, as well as their Insureds’, Beneficiaries’ and other payees’, information up to date, including full names, postal and electronic media addresses, telephone numbers, dates of birth, and social security numbers. Such updates should be communicated in writing to TIAA-CREF Life Insurance Company, P.O. Box 1258, Charlotte, North Carolina 28201-1258; by calling us between the hours of 8:30 a.m. and 5:30 p.m. Eastern Time, Monday-Friday at 855 809-8333; or 24 hours a day via our website www.tiaa.org.

GLOSSARY

Acceptable Notice or Request  The notice or request you must deliver to us at our Administrative Office to request or exercise your rights as Owner under the Policy. To be complete, each such notice or request must: (1) be in a form we accept; (2) contain the information and documentation that we determine in our sole discretion is necessary for us to take the action you request or for you to exercise the right specified (including your Policy number, your full name, the full name of the Insured(s), and your current address); and (3) be received at our Administrative Office.

40  Prospectus   M Intelligent VUL

Administrative Office  The office you must contact to exercise any of your rights under the Policy. You should send all payments and requests to: TIAA-CREF Life Insurance Company, P.O. Box 1258, Charlotte, North Carolina 28201-1258; Telephone: 855 809-8333

Advisory Fee  An amount that is withdrawn from the Policy Value to pay a registered investment adviser who has an agreement with you. This fee is not charged by the Separate Account or the Company and does not refer to any investment advisory fees paid by the Portfolios underlying the Investment Options. A withdrawal to pay Advisory Fees (like any other partial withdrawal) may have tax consequences. A tax adviser should be consulted about these consequences.

Attained Age  A person’s age on his or her nearest birthday to the Policy Date, plus the number of full Policy Years completed since the Policy Date. We increase “Attained Age” by one year on each Policy Anniversary.

Administrative Expense Charge  A Monthly Charge to help cover our costs of issuing and administering the Policy, and for such activities as processing claims, maintaining records and communicating with you.

Asset Based Risk Charge  A Monthly Charge deducted from your Policy Value to compensate us for certain risks we assume, and for certain expenses we incur.

Base Face Amount (BFA)  Along with any Supplemental Face Amount, part of the Total Face Amount of insurance coverage applied for. The BFA may be increased or decreased. Increases occurring at different times create separate layers that may have differing applicable charges and requirements.

Beneficiary  The person(s) you select to receive the Death Benefit Proceeds from the Policy.

Business Day  Any day that the New York Stock Exchange or its successor is open for trading. It usually ends at 4:00 PM Eastern Time or when trading closes on the New York Stock Exchange or its successor, whichever is earlier. If we receive your payment or request after the end of a Business Day, we’ll process it as of the end of the next Business Day. Certain restrictions may apply with respect to particular Portfolios.

Cash Surrender Value  The amount we pay when you Surrender your Policy. It is equal to the Policy Value less any Outstanding Loan Amount less any Surrender Charges.

Cash Value Accumulation Test  One of the two alternative tests under the Code to analyze whether a Policy qualifies as a life insurance contract that is eligible for special tax treatment under the Code.

Code  The Internal Revenue Code of 1986, as amended.

Cost of Insurance  A Monthly Charge deducted from your Policy Value to compensate us for providing the death benefit.

Company (We, Us, Our)  TIAA-CREF Life Insurance Company.

Death Benefit Proceeds  The amount we pay to your Beneficiaries when we receive satisfactory proof of the death of the Insured. The amount equals the death benefit under the death benefit option you’ve chosen, minus any Outstanding Loan Amount and any overdue Monthly Charges.

Enhanced Fixed Account  An Investment Option that is within our general account. Policy Value allocated to the Enhanced Fixed Account earns interest at a rate no less than the contractually guaranteed minimum rate.

Final Policy Date  The date the Insured reaches Attained Age 120. After the Final Policy Date, the death benefit under any option continues until the Insured’s death, Policy Lapse, or Surrender. The Supplemental Face Amount terminates at the Final Policy Date.

Fixed Account  An Investment Option that is within our general account. Policy Value allocated to the Fixed Account earns interest at a rate that will never be lower than the contractually guaranteed minimum rate.

Fixed Interest Account  The portion of our General Account where Policy Value is transferred if your Policy changes to overloaned status and receives a stipulated rate of 3.00% interest.

General Account  All of TIAA-CREF Life’s assets other than those allocated to the Separate Account or to any other TIAA-CREF Life Separate Account.

Grace Period  The period after which a Policy will Lapse if you do not make a sufficient payment. The Grace Period is 61 days.

Guideline Premium Test  One of the two alternative tests under the Code to analyze whether a Policy qualifies as a life insurance contract that is eligible for special tax treatment under the Code.

Insured  A person whose life is insured by the Policy. Investment Accounts Each Investment Account is a sub- account of the Separate Account and invests its assets in shares of a corresponding Portfolio.

Investment Options  The options you can choose from when you’re allocating Net Premiums under the Policy. The Investment Options for the Policy include the Investment Accounts and the fixed account options.

Issue Age  An Insured’s age as of his or her nearest birthday to the Policy Date.

Issue Date  The date on which the Policy is issued at our Administrative Office. This date is used to measure suicide and contestable periods.

Lapse  When your Policy terminates without value after a Grace Period and the No-Lapse Guarantee Period is no longer in effect. You may reinstate a Lapsed Policy, subject to certain conditions.

Loan Account  The account within our general account to which we transfer Policy Value from the Investment Options as collateral when you take out a Policy loan.

MEC  A Modified Endowment Contract, which is a special kind of life insurance policy as defined under the Code. A MEC doesn’t receive the same tax advantages as other life insurance policies.

M Intelligent VUL   Prospectus 41

Monthly Charge  This is the monthly amount we deduct from the Policy Value on each Monthly Charge Date. The Monthly Charge includes the policy fee, Administrative Expense Charges, Asset Based Risk Charge, cost of insurance charge and charges for any Riders.

Monthly Charge Date  The day we deduct the Monthly Charge from your Policy Value. It’s the same date of each calendar month as the Policy Date, or it’s the last day of the month if that comes first.

Net Amount at Risk  The Net Amount at Risk is equal to the death benefit on the Monthly Charge Date divided by 1.00246627; minus the Policy Value on the Monthly Charge Date.

Net Premium  The portion of a Premium payment allocated to the Investment Options. It equals the Premium less the Premium Expense Charge.

Outstanding Loan Amount  The amount in the Loan Account plus any unpaid and accrued interest you owe. Owner (You, Your) The person or entity with an interest or title to the Policy.

Policy  A legal life insurance contract between the Owner and TIAA-CREF Life Insurance Company.

Policy Anniversary  The same date of each calendar year as the Policy Date. If the Policy Date is February 29th and the current calendar year is not a leap year, the Policy Anniversary will be February 28th.

Policy Date  The effective date of the Policy as set forth in the Policy. The Policy Date is used to determine Monthly Charge Dates and Policy Years. The Policy Date is generally the same as the Issue Date but, subject to state approval, may be another date agreed upon by us and the proposed Owner.

Policy Fee  A Monthly Charge deducted from your Policy Value to help cover our costs of issuing and administering the Policy and for such activities as processing claims, maintaining records and communicating with you.

Policy Value  The sum of your Policy’s values in the Investment Accounts, the fixed account options, and the Loan Account.

Policy Year  A year that starts on the Policy Date or on a Policy Anniversary.

Portfolio  A series of an investment company that is registered with the Securities and Exchange Commission in which an Investment Account is invested. The Policy allows you to invest in the Separate Account that invests in series of investment companies that are listed on the front page of this prospectus.

Premiums  All payments you make under the Policy other than repayments of Outstanding Loan Amounts.

Premium Expense Charge  A charge deducted from each Premium payment to reimburse us for certain Federal, State and municipal taxes and to defray sales costs.

Rider  An amendment, addition, benefit or endorsement to the Policy that changes the terms of the Policy by: (1) expanding Policy benefits; (2) restricting Policy benefits; or (3) excluding certain conditions from the Policy’s coverage. A Rider that is added to the Policy becomes part of the Policy.

Right to Cancel Period  The period shown on your Policy’s cover page during which you may examine and return the Policy to us at our Administrative Office and receive a refund. The length of the Right to Cancel Period varies by state.

Separate Account  TIAA-CREF Life Separate Account VLI-2. The Separate Account is divided into Investment Accounts, each of which invests in shares of a corresponding Portfolio.

Supplemental Face  Amount The amount of supplemental term insurance coverage you request. The SFA may be increased or decreased. Increases issued at different times create separate layers that may have differing applicable charges and requirements.

Surrender  To cancel the Policy by Acceptable Request from the Owner or the Owner’s assignee and return the Policy to us at our Administrative Office.

Surrender Charge  We deduct Surrender Charges if the policy is Surrendered within the first 10 policy years or if you request a decrease in a BFA layer within 10 years of the layer effective date.

Target Premium or Targets  The amount of premium used to determine the amount of commissions paid by the Company to the selling broker-dealer. Target Premiums vary by gender, Issue Age, Underwriting Class of the Insured and Base Face Amount, and whether you ask for the LTA rider under the M Intelligent VUL Accumulator. Target Premium is shown in the illustration for the Owner’s Policy.

Total Face Amount  A combination of the Base Face Amount and any Supplemental Face Amount of insurance coverage that you request, including any layers of BSA and FSA added after issue. The Total Face Amount may be increased or decreased after issue through increases or decreases of the Base Face Amount and/or the Supplemental Face Amount, subject to certain conditions. The Total Face Amount may be affected by any accelerated death benefit payments, changes in death benefit options, and partial withdrawals. The Total Face Amount is a factor in determining the death benefit and certain charges.

Totally Disabled Under the Waiver of Monthly Charges Rider:  During the first two years of the disability, Totally Disabled means, due to sickness or bodily injury, the Insured on a single life Policy can’t carry out substantially all of the duties of the regular job or occupation he or she was trained for at the time the disability began. After two years of being disabled, Totally Disabled means, due to sickness or bodily injury, the Insured on a single life Policy can’t carry out substantially all of any job that he or she is reasonably qualified for based on education, training or experience.

Underwriting Class  A class we assign to the Insured and use to calculate cost of insurance charges. Classes are

42  Prospectus   M Intelligent VUL

based on health, tobacco use, and other non-medical factors. The classes are: super preferred non-tobacco, preferred non-tobacco, standard non-tobacco, preferred tobacco, and standard tobacco. There are also various substandard non-tobacco and substandard tobacco classes. These classes may include any flat or temporary extra mortality charges.

Unit  A unit of measure used to calculate the amount of Policy Value in any Investment Account.

M Intelligent VUL   Prospectus 43

TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION

B-2	Additional Policy Information
B-2	The Policy
B-2	Our Right to Contest the Policy
B-2	Policy Cost Factors
B-3	Additional Ownership Rights
B-4	Additional Information on Dollar Cost Averaging
B-4	Suicide Exclusion
B-4	Misstatement of Age or Sex
B-4	Policy Termination
B-4	Additional Information on Sales of the Policies
B-5	Illustrations
B-5	Performance Data
B-6	Total Returns

B-6	Additional Information
B-6	Legal Developments Regarding Unisex Actuarial Tables
B-6	Reports to Owners
B-7	Safekeeping of Account Assets
B-7	Records
B-7	Legal Matters
B-7	Experts
B-7	Additional Information about the Company
B-8	Additional Information about the Separate Account
B-8	Management-Related Service Contracts
B-8	Potential Conflicts of Interest
B-8	Other Information
B-8	Financial Statements
B-9	Index to Financial Statements

44  Prospectus   M Intelligent VUL

For more information about M Intelligent VUL

How to reach us

TIAA-CREF website

Account performance, personal account information and transactions, product descriptions, and information about investment choices and income options

www.tiaa.org

24 hours a day, 7 days a week

Administrative Office

855 809-8333

8 a.m. to 5:30 p.m. ET, Monday–Friday

To learn more about the Policy, you should read the Statement of Additional Information (“SAI”) dated the same date as this prospectus. The SAI contains more detailed information about the Policy than is contained in this prospectus. The SAI is incorporated by reference into this prospectus and is legally part of the prospectus. The table of contents for the SAI appears on the last page of this prospectus. For a free copy of the SAI, to receive personalized illustrations of Death Benefit Proceeds, Cash Surrender Values, and Policy Values, or to request other information about the Policy, please call or write to us at our Administrative Office 855 809-8333.

The SAI has been filed with the SEC. The SEC maintains an Internet website (http://www.sec.gov) that contains the SAI and other information about the Policy and us. Information about us and the Policy (including the SAI) may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, or may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 450 Fifth Street, NW, Washington, DC 20549-0102. Additional information on the operation of the Public Reference Room may be obtained by calling the SEC at 202 942-8090.

Investment Company Act of 1940

Registration File No. 811-22659.

5/16

A13545

Statement of Additional Information

M Intelligent VUL

Flexible Premium Individual Variable Universal

Life Insurance Policy

TIAA-CREF Life Separate Account VLI-2

TIAA-CREF Life Insurance Company

MAY 1, 2016

This Statement of Additional Information (“SAI”) contains additional information regarding an individual flexible premium variable universal life insurance policy (the “Policy”) offered by TIAA-CREF Life Insurance Company (the “Company” or “TIAA-CREF Life”). We issue the Policy on a single life basis. This SAI is not a prospectus, and should be read together with the prospectus for the Policy dated May 1, 2016 and the prospectuses for the mutual funds that serve as Investment Options for the Policy. You may obtain a copy of these prospectuses at no charge by writing us at: TIAA-CREF Life Insurance Company, P.O. Box 1258 Charlotte, NC 28201-1258 or calling us toll-free at 855 809-8333. In addition, if you receive a summary prospectus for any fund, you may obtain a full statutory prospectus by referring to the contact information for the fund company on the cover page of the summary prospectus. Capitalized terms in this SAI have the same meanings as in the prospectus for the Policy.

Table of contents for the statement of additional information

Additional policy information	B-2
The policy	B-2
Our right to contest the policy	B-2
Policy cost factors	B-2
Additional ownership rights	B-3
Additional information on dollar cost averaging	B-3
Suicide exclusion	B-4
Misstatement of age or sex	B-4
Policy termination	B-4
Additional information on sales of the policies	B-4
Illustrations	B-4
Performance data	B-5
Total returns	B-5
Additional information	B-6

Legal developments regarding unigender actuarial tables	B-6
Reports to owners	B-6
Safekeeping of account assets	B-6
Records	B-7
Legal matters	B-7
Experts	B-7
Additional information about the company	B-7
Additional information about the separate account	B-8
Management-related services contracts	B-8
Potential conflicts of interest	B-8
Other information	B-8
Financial statements	B-8
Index to financial statements	B-9

Additional policy information

The policy

The Policy, application(s), Policy schedule pages, and any Riders are the entire contract. Only statements made in the applications can be used to void the Policy or to deny a claim. We assume that all statements in an application are true to the best knowledge and belief of the person(s) who made them, and, in the absence of fraud, those statements are considered representations and not warranties. We rely on those statements when we issue or change a Policy. As a result of differences in applicable state laws, certain provisions of the Policy may vary from state to state.

Our right to contest the policy

In issuing the Policy, we rely on all statements made by or for you and/or an Insured in the application or in a supplemental application. Therefore, we may contest the validity of the Policy based on material misstatements made in the application (or any supplemental application).

However, we will not contest the Policy after the Policy has been in force during the lifetime of the Insured for 2 years from the Issue Date, except for nonpayment of Premium. Likewise, we will not contest any Policy change that requires evidence of insurability, or any reinstatement of the Policy, after such change or reinstatement has been in effect during the lifetime of the Insured for 2 years. However, if we issue the Policy as a result of a conversion option from term insurance, we will measure the contestable period from the Issue Date of the term policy.

If your Policy Lapses and we reinstate it, we have the right to contest the validity of your Policy for two years from the date that it was reinstated. Once your reinstated Policy has been in force for two years from the reinstatement date during the lifetime of the Insured, we generally lose the right to contest its validity.

If you change the Death Benefit Option, we may contest the amount of any increase in the death benefit due to such change after such change has been in force during the lifetime of the Insured for 2 years from the date the change takes effect. If Total Face Amount has been increased subject to evidence of insurability, we will not contest such increase after it has been in force during the lifetime of the Insured(s) for 2 years from the date the increase takes effect. If we successfully contest a change of the Death Benefit Option or an increase in Face Amount subject to evidence of insurability, the death benefit will be what would have been payable had such change or increase not taken effect. We will refund to your Policy Value any additional cost of insurance, Policy fee, and Rider charges associated with such increase or change.

Policy cost factors

We may change monthly cost of insurance rates, policy fees, Administrative Expense Charges, Premium Expense Charges, Asset Based Risk Charges, and any Rider charges. Any change will be determined in accordance with the procedures and standards on file with the insurance department of the state in which this Policy is delivered. Any changes in Policy cost factors will be based on changes in future expectations for (1) mortality; (2) expenses; (3) persistency; (4) investment earnings; (5) federal taxes; (6) state or local taxes, and (7) assets we are required to set aside to maintain adequate reserves and surplus to cover our liabilities.

Changes in Policy cost factors will be determined prospectively, will not occur because of a change in an Insured’s health or occupation, and will not be made to recoup any prior losses. We will not change Policy cost factors more frequently than once a month. We will review the Policy for a class of Insureds to determine whether an adjustment in Policy cost factors should be made at least once a year for interest and at least once every five Policy Years for other Policy cost factors.

B-2 Statement of Additional Information   n   M Intelligent VUL

Additional ownership rights

You, as the Owner, may exercise certain rights under the Policy, including the following:

Selecting and changing the beneficiary

• You designate the Beneficiary (the person to receive the Death Benefit Proceeds when the Insured dies in the application.

• There are two Beneficiary classes—primary and contingent. You may designate more than one Beneficiary in a class. If you designate more than one primary Beneficiary, then each primary Beneficiary that survives the Insured shares equally in any Death Benefit Proceeds unless you instruct us otherwise in an Acceptable Notice.

• If no primary Beneficiaries survive the Insured, then all those named as contingent Beneficiaries who are still alive will receive an equal portion of the Death Benefit Proceeds, unless you instruct us otherwise in an Acceptable Notice.

• If there is not a designated Beneficiary surviving at the death of the Insured, we will pay the Death Benefit Proceeds in a lump sum to you, if living, or to your estate.

• You may also designate a Beneficiary as revocable or irrevocable. The consent of any irrevocable Beneficiary is needed to exercise any Policy rights except changing the amount or timing of Premiums, reinstating the Policy, changing Premium allocations, and transferring among Investment Options.

• You can change a revocable Beneficiary by providing us with Acceptable Notice while an Insured is alive.

• The change in revocable Beneficiary is effective as of the date you complete an Acceptable Notice, regardless of whether the Insured is alive when we receive the notice.

• We are not liable for any payment or other actions we take based on existing Beneficiary designations before we receive your Acceptable Notice.

• A Beneficiary generally may not pledge, commute, or otherwise encumber or alienate payments under the Policy before they are due.

Changing the owner

• You may change the Owner by providing an Acceptable Notice to us at any time while an Insured is alive. If you change the Owner, your ownership rights terminate and the new Owner will be entitled to all rights available under the Policy.

• The change in Owner is effective as of the date you complete an Acceptable Notice, regardless of whether the Insured is alive when we receive the request.

• We are not liable for any payment or other actions we take before we receive your Acceptable Notice.

• Changing the Owner does not automatically change the Beneficiary or the Insured(s).

• Changing the Owner may have tax consequences. You should consult a tax adviser before changing the Owner.

Assigning the policy

• You may assign Policy rights while an Insured is alive by submitting an Acceptable Notice to us. You retain any ownership rights that are not assigned.

• An absolute assignment of the Policy will cause the assignee to become the Owner. A collateral assignment will not cause a change of ownership. However, your interests and the interests of any Beneficiary or other person will be subject to any collateral assignment.

• Assignments are subject to any outstanding policy loan.

• We are not:

• bound by any assignment unless we receive an Acceptable Notice of the assignment;

• responsible for the validity of any assignment or determining the extent of an assignee’s interest; or

• liable for any payment we make before we receive Acceptable Notice of the assignment.

• We reserve the right to reject assignments that we reasonably believe are intended to develop a secondary market for the policy, such as selling the policy to a ‘factoring company’ that pays a discounted lump sum in return for assignments of future death benefits.

• Assigning the Policy may have tax consequences. You should consult a tax adviser before assigning the Policy.

Additional information on dollar cost averaging

You also decide how many scheduled transfers to make from a fixed account option or Money Market Account to one or more other Investment Accounts (although we may require a minimum number of transfers to participate in the program). If you don’t determine the number of transfers, transfers will be made until there is no Policy Value remaining in a fixed account option or Money Market Account. We won’t charge you for any transfers made under the dollar cost averaging program. We reserve the right to only allow you to start one dollar cost averaging program in any Policy Year.

You will receive confirmations of transfers made under the dollar cost averaging program. You are responsible for reviewing the confirmations to verify that the transfers are being made as requested. There is no additional charge for dollar cost averaging. A transfer under this program is not considered a transfer for purposes of assessing any transfer fee.

M Intelligent VUL   n   Statement of Additional Information B-3

We may modify, suspend, or discontinue the dollar cost averaging program at any time, which may include specifying a minimum number of transfers you will need to specify in order to a participate in the program. We will give you at least 30 days’ notice if we discontinue the program.

Suicide exclusion

If an Insured commits suicide within 2 years of the Issue Date (may be different in some states), the Policy will terminate and our liability will be limited to an amount equal to the Premiums paid, less any Outstanding Loan Amounts, and less any partial

withdrawals previously paid. However, if the Policy is issued as a result of a conversion option from term insurance, the suicide period will be measured from the Issue Date of the term policy.

If an Insured commits suicide within 2 years from the effective date of any increase in Face Amount or Death Benefit Option change for which evidence of insurability had been provided, the Policy will terminate and our liability will be limited to the death benefit that would have been payable had the increase or change not taken effect. We will also refund to your Policy Value any additional cost of insurance, Policy fee, and Rider charges associated with such increase or change.

Misstatement of age or sex

If an Insured’s age or, in most states, gender was stated incorrectly in the application and we discover such misstatement after the death of the Insured, the amount of death benefit will be that which would be purchased by the most recent deduction for the cost of insurance charge at the correct age or gender. The amount of death benefit for any Riders will be that which would be purchased by the most recent deduction for Rider charges at the correct age or gender. However, in most states, if we discover such misstatement while an Insured is living, we will retroactively adjust the Policy Value to reflect the Monthly Charges that should have been made for the correct age or gender of the Insured.

Policy termination

Your Policy will terminate on the earliest of:

• the end of the Grace Period without a sufficient payment;

• the date the Insured dies;

• the effective date of the exchange of this Policy for a paid-up life insurance policy, if available;

• the date this Policy is exchanged for another life insurance or annuity policy; or

• the date you Surrender the Policy.

Additional information on sales of the policies

TIAA-CREF Individual & Institutional Services, LLC (“TC Services”) is responsible for distributing the Policies pursuant to a distribution agreement with us. TC Services may be considered the “principal underwriter” of interests in the Policy. TC Services, a Delaware corporation, is located at 730 Third Avenue, New York, New York 10017-3206. TC Services is a subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). TC Services is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and is a member of FINRA.

We offer the Policies to the public on a continuous basis. We anticipate continuing to offer the Policies, but reserve the right to discontinue the offering.

The Policies are distributed by TC Services and broker-dealer firms through their registered representatives who are appointed as life insurance agents for us. Broker-dealer firms distributing the Policies enter into a selling agreement with us and TC Services. Included among these broker-dealers is M Holdings Securities, Inc. and its registered representatives as well as other broker-dealers with which producers of M Financial Holdings Incorporated are affiliated. For a specified period, and subject to certain conditions, the Policy will be sold only by insurance agents appointed by us who are either registered representatives of TC Services or are affiliated with insurance agencies that are stockholders of M Financial Holdings, Incorporated, and who are registered representatives of its subsidiary, M Holdings Securities, Inc., or other broker-dealers unaffiliated with M Financial Holdings, Incorporated. We pay TC Services a fee from our general account assets for sales of all Policies in the Separate Account. During fiscal year 2015, we paid TC Services $15,808,816 (which includes $13,594,072 paid to selling broker-dealers by TC Services). During fiscal year 2014, we paid TC Services $16,649,654 (which includes $14,346,448 paid to selling broker-dealers by TC Services). We intend to recoup payments made to TC Services through fees and charges imposed under the Policy.

Illustrations

We may provide illustrations for death benefit, Policy Value, and Cash Surrender Value based on hypothetical rates of return that are not guaranteed. The illustrations also assume costs of insurance for a hypothetical person or for hypothetical people. These illustrations are illustrative only and should not be considered a representation of past or future performance. Your rates of return and insurance charges may be higher or lower than these illustrations. The actual return on your Policy Value will depend on factors such as the amounts you allocate to particular Investment Options, the amounts deducted for the Policy’s Monthly Charges, the underlying Portfolios’ expense ratios, and your Policy loan and partial withdrawal history.

B-4 Statement of Additional Information   n   M Intelligent VUL

Before you purchase the Policy and upon request thereafter, we will provide illustrations of future benefits under the Policy based upon the proposed Insured’s age and Underwriting Class, Total Face Amount, the death benefit option, planned Premiums, and Riders requested. We reserve the right to charge a reasonable fee for this service to persons who request more than one Policy illustration during a Policy Year.

Performance data

In order to demonstrate how the actual investment performance of the Portfolios could have affected the death benefit, Policy Value, and Cash Surrender Value of the Policy, we may provide hypothetical illustrations using the actual investment performance of each Portfolio or corresponding Investment Account since its inception. These hypothetical illustrations are designed to show the performance that could have resulted if the Policy had been in existence during the period illustrated and are not indicative of future performance.

The values we illustrate for death benefit, Policy Value, and Cash Surrender Value take into account all applicable charges and deductions from the Policy (current and guaranteed), the Separate Account, and the Portfolios. We have not deducted charges for any Riders. These charges would lower the performance figures significantly if reflected.

During extended periods of low interest rates, the yields of any Investment Account investing in a money market Portfolio may also become extremely low and possibly negative, particularly after the deduction of Policy and Separate Account charges.

From time to time, we may advertise yields, effective yields, and total returns for the Investment Accounts. These figures are based on historical earnings and do not indicate or project future performance. We may also advertise performance of the Investment Accounts in comparison to certain performance rankings and indices. Effective yields and total returns for an Investment Account are based on the investment performance of the corresponding Portfolio. Portfolio expenses influence Portfolio performance.

In advertising and sales literature, the performance of each Investment Account may be compared to the performance of other variable life insurance issuers in general or to the performance of particular types of variable life insurance investing in mutual funds, or investment series of mutual funds with investment objectives similar to each of the Investment Accounts. Lipper Analytical Services, Inc. (“Lipper”) and Morningstar Annuity Research Center (“MARC”) are independent services that monitor and rank the performance of variable life insurance issuers in major categories of investment objectives on an industry-wide basis. The performance analyses prepared by Lipper and MARC each rank these issues on the basis of total return, assuming reinvestment of distributions, but do not take sales charges, redemption fees, or certain expense deductions at the Separate Account level into consideration. In addition, MARC prepares risk adjusted rankings, which consider the effects of market risk on total return performance. This type of ranking provides data as to which funds provide the highest total return within various categories of funds defined by the degree of risk inherent in their investment objectives. In addition to Lipper and MARC, we also may rely on other third-party independent services to provide similar information.

Advertising and sales literature for the Policies may also compare the performance of the Investment Accounts to the Standard & Poor’s Composite Index of 500 Common Stocks, the Morgan Stanley EAFE^® Index, the Russell 1000^® Index, the Russell 2000^® Index, and the Dow Jones Indices, all widely used measures of stock market performance. These unmanaged indices assume the reinvestment of dividends, but do not reflect any “deduction” for the expense of operating or managing an investment Portfolio.

Advertising and sales literature for the Policies may also contain information on the effect of tax deferred compounding on Investment Account investment returns, or returns in general. The tax deferral may be illustrated by graphs and charts and may include a comparison of various points in time of the return from an investment in a Policy (or returns in general) on a tax-deferred basis (assuming one or more tax rates) with the return on a currently taxable basis. All income and capital gains derived from Investment Account investments are reinvested and can lead to substantial long-term accumulation of assets, provided that the Portfolio’s investment experience is positive.

Performance information reflects only the performance of a hypothetical investment during the particular time period on which the calculations are based. Average annual total return figures are based on historical earnings and are not intended to indicate future performance. Performance information should be considered in light of the investment objectives and policies, characteristics and quality of the Portfolio in which an Investment Account invests and the market conditions during the given time period, and should not be considered as a representation of what may be achieved in the future.

You also should refer to your personalized illustrations that illustrate variations of the death benefit, Policy Values, and Cash Surrender Values under your Policy.

Total returns

The total return of an Investment Account refers to return quotations assuming an investment under a Policy has been held in the Investment Account for various periods of time including, but not limited to, a period measured from the date the Investment Account commenced operations. For periods prior to the date an Investment Account commenced operations, performance information for Policies funded by that Investment Account may also be calculated based on the performance of the corresponding Portfolio and the assumption that the Investment Account was in existence for the same periods as those indicated for the Portfolio, with the current level of Policy charges. The average annual total return quotations represent the average annual compounded rates of return that would equate an initial investment of $1,000 under a Policy to the value of that investment (reflecting only Common Charges, as described below) as of the last day of each of the periods for which total return

M Intelligent VUL   n   Statement of Additional Information B-5

quotations are provided. The ending date for each period for which total return quotations are provided will normally be for the most recent calendar quarter, considering the type and media of the communication and will be stated in the communication. Average annual total return information shows the average percentage change in the value of an investment in the Investment Account from the beginning date of the measuring period to the end of that period.

Until an Investment Account has been in operation for 10 years, we will include quotes of average annual total return for the period measured from the Investment Account’s inception. When an Investment Account has been in operation for 1, 5, and 10 years, respectively, the average annual total return for these periods will be provided. Average annual total returns for other periods of time may, from time to time, also be disclosed. Average annual total return for the Investment Accounts may include information for the period before any Policies were registered under the Securities Act of 1933, from the inception of the Investment Accounts, with the level of Policy charges currently in effect.

Average annual total returns reflect total underlying Portfolio expenses. However, charges such as the monthly cost of insurance charge, monthly Administrative Expense Charge, Asset Based Risk Charge, and policy fee (which are based on factors, such as gender, Issue Age, Underwriting Class, Policy Year, Policy Value, death benefit option, and Face Amount, and which therefore vary with each Policy) (“Non-Common Charges”) are not reflected in average annual total returns, nor is the Premium Expense Charge. If Non-Common Charges were deducted, performance would be significantly lower.

Because of the charges and deductions imposed under a Policy, performance data for the Investment Accounts will be lower than performance data for their corresponding Portfolios. The performance of an Investment Account will be affected by expense reimbursements and fee waivers applicable to their corresponding Portfolios. Without these reimbursements and waivers, performance would be lower. Each of the Portfolios has provided all performance information, including the Portfolio total value information used to calculate the total returns of the Investment Accounts for periods prior to the inception of the Investment Accounts.

Performance for any given past period is not an indication or representation of future performance. The performance of each Investment Account will fluctuate on a daily basis.

Additional information

Legal developments regarding unisex actuarial tables

In 1983, the United States Supreme Court held in Arizona Governing Committee v. Norris that optional annuity benefits provided under an employee’s deferred compensation plan could not, under Title VII of the Civil Rights Act of 1964, vary between men and women on the basis of gender. In that case, the Supreme Court applied its decision only to benefits derived from contributions made on or after August 1, 1983. Subsequent decisions of lower federal courts indicate that, in other factual circumstances, the Title VII prohibition of gender-distinct benefits may apply at an earlier date. In addition, legislative, regulatory, or decisional authority of some states may prohibit the use of gender-distinct mortality tables under certain circumstances. The Policies, other than Policies issued in states that require “unisex” policies (currently Montana), are based upon actuarial tables that distinguish between men and women and, thus, the Policy provides different benefits to men and women of the same age. Accordingly, employers and employee organizations should consider, in consultation with legal counsel, the impact of these authorities on any employment-related insurance or benefits program before purchasing the Policy.

Reports to owners

At least once each year, we will send you a report showing the following information as of the end of the report period:

• the current Policy Value

• the current BFA and any SFA

• the current Cash Surrender Value

• the current Death Benefit Proceeds

• the current Outstanding Loan Amounts

• the current interest rates applicable to the fixed account options and Loan Account

• any activity since the last report (e.g., Premiums paid, partial withdrawals, charges and deductions)

• any other information required by law.

We currently send these reports within 45 days of each Policy Anniversary. In addition, we may send you a quarterly statement and will send you confirmation statements reflecting the status of the Policy following certain transactions, including the transfer of amounts from one Investment Option to another, the taking of a loan, the repayment of a loan, a partial withdrawal, and the payment of any Premiums. Scheduled transactions such as Monthly Charges will not generate a confirmation but will be reported on your periodic statements.

We can prepare a similar report for you at other times for a reasonable fee. We may limit the scope and frequency of these requested reports. We will also send you annual and semi-annual reports containing the financial statements of each Portfolio in which you are invested through an Investment Account.

Safekeeping of account assets

We hold the Separate Account’s assets physically segregated and apart from the general account. We maintain records of all purchases and sales of Portfolio shares by each of the Investment Accounts.

B-6 Statement of Additional Information   n   M Intelligent VUL

Records

We will maintain all records relating to the Separate Account and the Fixed Account at the Company’s offices, 730 Third Avenue, New York, New York 10017.

Legal matters

All matters of applicable state and federal law pertaining to the contracts, including TIAA-CREF Life’s right to issue the contracts, have been passed upon by Ken Reitz, General Counsel of TIAA-CREF Life.

Experts

PricewaterhouseCoopers LLP is the independent registered public accounting firm for the TIAA-CREF Life Separate Account VLI-2. PricewaterhouseCoopers LLP is also the independent registered public accounting firm, of TIAA-CREF Life Insurance Company and Teachers Insurance and Annuity Association of America.

Separate Account Financial Statements

The financial statements of TIAA-CREF Life Separate Account VLI-2 as of December 31, 2015 and for each of the periods indicated therein included in this Registration Statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, located at 100 East Pratt Street, Suite 1900, Baltimore, MD 21202 given on the authority of said firm as experts in auditing and accounting.

TIAA-CREF Life Insurance Company Statutory Basis Financial Statements

The statutory basis financial statements as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015 included in this Registration Statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, located at 300 Madison Avenue, New York, New York 10017, given on the authority of said firm as experts in auditing and accounting.

Teachers Insurance and Annuity Association of America Statutory Basis Financial Statements

The statutory basis financial statements as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015 included in this Registration Statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, located at 300 Madison Avenue, New York, New York 10017, given on the authority of said firm as experts in auditing and accounting.

Additional information about the company

We are a stock life insurance company incorporated under the laws of the State of New York on November 20, 1996. We are a wholly owned subsidiary of TIAA.

TIAA is a stock life insurance company, organized under the laws of the State of New York. It was founded on March 4, 1918, by the Carnegie Foundation for the Advancement of Teaching. TIAA is the companion organization of the College Retirement Equities Fund (“CREF”), the first company in the United States to issue a variable annuity. CREF is a nonprofit membership corporation established in the State of New York in 1952.

Together, TIAA and CREF, serving approximately 5 million people, form the principal retirement system for the nation’s education and research communities and one of the largest retirement systems in the world, based on assets under management. Neither TIAA nor CREF stands behind our guarantees with respect to the Policies.

We have a financial support agreement with TIAA. Under this agreement, TIAA will provide support so that we will have the greater of (a) capital and surplus of $250 million, (b) the amount of capital and surplus necessary to maintain our capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain our financial strength rating at least the same as TIAA’s rating at all times. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any of our contract owners with recourse to TIAA.

We are subject to regulation by the New York Department of Financial Services (“Department”), as well as by the insurance departments of all other states and jurisdictions in which we do business. We established the Separate Account to support the Investment Accounts under the Policy and under other variable life insurance policies we may issue. Our general account supports the fixed account options and the Loan Account under the Policy. We are engaged in the business of issuing life insurance policies and annuity contracts, and we are currently licensed to do business in 50 states and the District of Columbia.

We submit annual statements on our operations and finances to insurance officials in all states and jurisdictions in which we do business. To the extent required, we have filed the Policy described in this prospectus with insurance officials in those jurisdictions in which the Policy is sold.

We intend to reinsure a portion of the risks assumed under the Policies with M Financial Life Insurance Company.

M Intelligent VUL   n   Statement of Additional Information B-7

Additional information about the separate account

We established the TIAA-CREF Life Separate Account VLI-2 as a separate investment account under New York law on November 15, 2011. It is registered with the Securities and Exchange Commission (SEC) as a unit investment trust under the Investment Company Act of 1940, as amended. As part of the Company, the Separate Account is also subject to regulation by the Department and the insurance departments of some other jurisdictions in which the Policy is offered.

Management-related service contracts

Pursuant to an administrative service agreement with our parent company, TIAA, McCamish Systems LLC, a Georgia Limited Liability Company, provides product administration to TIAA-CREF Life. We also have an agreement with State Street Bank and Trust Company, a trust company established under the laws of the Commonwealth of Massachusetts, to perform investment accounting and recordkeeping functions for the investment securities, other non-cash investment properties, and/or monies in the Separate Account. TIAA-CREF Life on behalf of the Separate Account has entered an agreement whereby JPMorgan will provide certain custodial settlement and other associated services to the Separate Account.

McCamish Systems LLC is located at 6425 Powers Ferry Road Suite 300, Atlanta, GA 30339. For 2015, 2014, and 2013, TIAA-CREF Life provided total compensation for product administrative services of $7,026,813, $8,868,827, and $12,106,765 for all life insurance and non-qualified annuities product administration. State Street Bank and Trust Company is located at One Lincoln Street, Boston, Massachusetts, 02111. For 2015, 2014, and 2013, TIAA-CREF Life paid custody fees of $254,700, $228,750, and $235,475. JP Morgan is located at One Beacon Street, Floor 19, Boston, MA 02108. For 2015, 2014, and 2013, TIAA-CREF Life provided total compensation for trade settlement services of $29,665, $15,796, and $34,270.

Potential conflicts of interest

In addition to the Separate Account, the Portfolios may sell shares to other separate accounts of the Company to support variable annuity contracts and variable life insurance policies. It is possible that, in the future, it may become disadvantageous for variable life insurance separate accounts and variable annuity separate accounts to invest in the Portfolios simultaneously.

Other information

A registration statement has been filed with the SEC under the Securities Act of 1933, as amended, with respect to the Policies. Not all the information set forth in the registration statement, and the amendments and exhibits thereto, has been included in the prospectus and this SAI. Statements contained in this SAI concerning the content of the Policies and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC at 450 Fifth Street, NW, Washington, DC 20549-0102.

Financial statements

Audited financial statements of the Separate Account, TIAA-CREF Life and TIAA follow.

TIAA-CREF Life’s financial statements should be considered only as bearing upon TIAA-CREF Life’s ability to meet its obligations under the Contracts. They should not be considered as bearing on the investment performance of the assets held in the Separate Account. TIAA financial statements should be considered only as bearing upon TIAA’s ability to meet its obligations under the financial support agreement with TIAA-CREF Life. They should not be considered as bearing on the ability of TIAA-CREF Life’s ability to meet its obligations under the Contracts nor on the investment performance of the assets held in the Separate Account.

B-8 Statement of Additional Information   n   M Intelligent VUL

Index to statutory—basis financial statements

TIAA-CREF LIFE SEPARATE ACCOUNT VLI-2
Audited financial statements
For the fiscal year ended December 31, 2015:
Report of independent registered public accounting firm	B-10
Statements of assets and liabilities	B-11
Statements of operations	B-11
Statements of changes in net assets	B-20
Notes to financial statements	B-42

M Intelligent VUL   n   Statement of Additional Information B-9

Report of independent registered public accounting firm

To the Contractowners of TIAA-CREF Life Separate Account VLI-2 and

the Board of Directors of TIAA-CREF Life Insurance Company:

In our opinion, the accompanying statements of assets and liabilities and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of each of the Sub-Accounts listed in Note 4 of TIAA-CREF Life Separate Account VLI-2 at December 31, 2015, the results of each of their operations and the changes in each of their net assets for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of TIAA-CREF Life Insurance Company. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of the underlying investee mutual fund shares at December 31, 2015 by correspondence with the transfer agent of the investee mutual funds or the investee mutual funds directly, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

April 26, 2016

B-10 Statement of Additional Information   n   M Intelligent VUL

Statements of assets and liabilities

TIAA-CREF Life Separate Account VLI-2  ⁿ  December 31, 2015

	TIAA-CREF Life Balanced Fund Sub-Account		TIAA-CREF Life Bond Fund Sub-Account		TIAA-CREF Life Growth Equity Fund Sub-Account		TIAA-CREF Life Growth & Income Fund Sub-Account		TIAA-CREF Life International Equity Fund Sub-Account
ASSETS
Investments, at value	$	267,670	$	1,033,293	$	1,296,840	$	1,372,606	$	2,208,852
Total assets	$	267,670	$	1,033,293	$	1,296,840	$	1,372,606	$	2,208,852
NET ASSETS—Accumulation fund	$	267,670	$	1,033,293	$	1,296,840	$	1,372,606	$	2,208,852
Investments, at cost	$	278,658	$	1,081,237	$	1,257,365	$	1,431,386	$	2,419,102
Shares held in corresponding Funds		26,450		42,089		44,920		38,459		123,676
UNIT VALUE	$	26.67	$	27.30	$	43.26	$	39.43	$	31.83

Statements of operations

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period or year ended December 31, 2015

	TIAA-CREF Life Balanced Fund Sub-Account			TIAA-CREF Life Bond Fund Sub-Account			TIAA-CREF Life Growth Equity Fund Sub-Account			TIAA-CREF Life Growth & Income Fund Sub-Account			TIAA-CREF Life International Equity Fund Sub-Account
INVESTMENT INCOME
Dividends	$	7,508		$	35,501		$	3,076		$	14,457		$	30,966
Net investment income (loss)		7,508			35,501			3,076			14,457			30,966
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		(2,704	)		178			58,749			15,578			(923	)
Capital gain distributions		4,065			10,300			33,225			88,921			—
Net realized gain (loss)		1,361			10,478			91,974			104,499			(923	)
Net change in unrealized appreciation (depreciation) on investments		(10,582	)		(46,879	)		(9,672	)		(73,195	)		(93,529	)
Net realized and unrealized gain (loss) on investments		(9,221	)		(36,401	)		82,302			31,304			(94,452	)
Net increase (decrease) in net assets from operations	$	(1,713	)	$	(900	)	$	85,378		$	45,761		$	(63,486	)

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-11

Statements of assets and liabilities

TIAA-CREF Life Separate Account VLI-2  ⁿ  December 31, 2015

	TIAA-CREF Life Large-Cap Value Fund Sub-Account		TIAA-CREF Life Money Market Fund Sub-Account		TIAA-CREF Life Real Estate Securities Fund Sub-Account		TIAA-CREF Life Small-Cap Equity Fund Sub-Account		TIAA-CREF Life Social Choice Equity Fund Sub-Account
ASSETS
Investments, at value	$	651,932	$	7,404,519	$	157,029	$	811,233	$	466,505
Total assets	$	651,932	$	7,404,519	$	157,029	$	811,233	$	466,505
NET ASSETS—Accumulation fund	$	651,932	$	7,404,519	$	157,029	$	811,233	$	466,505
Investments, at cost	$	746,008	$	7,404,519	$	167,707	$	944,345	$	498,582
Shares held in corresponding Funds		20,895		7,404,519		4,707		26,685		13,713
UNIT VALUE	$	36.62	$	25.01	$	35.29	$	38.29	$	37.15

Statements of operations

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period or year ended December 31, 2015

	TIAA-CREF Life Large-Cap Value Fund Sub-Account			TIAA-CREF Life Money Market Fund Sub-Account		TIAA-CREF Life Real Estate Securities  Fund Sub-Account			TIAA-CREF Life Small-Cap Equity Fund Sub-Account			TIAA-CREF Life Social Choice Equity Fund Sub-Account
INVESTMENT INCOME
Dividends	$	11,057		$	265	$	4,114		$	5,168		$	12,100
Net investment income (loss)		11,057			265		4,114			5,168			12,100
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		3,624			—		36,209			(2,505	)		3,262
Capital gain distributions		57,912			—		15,534			69,601			31,741
Net realized gain (loss)		61,536			—		51,743			67,096			35,003
Net change in unrealized appreciation (depreciation) on investments		(104,444	)		—		(42,990	)		(80,864	)		(58,383	)
Net realized and unrealized gain (loss) on investments		(42,908	)		—		8,753			(13,768	)		(23,380	)
Net increase (decrease) in net assets from operations	$	(31,851	)	$	265	$	12,867		$	(8,600	)	$	(11,280	)

B-12 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	TIAA-CREF Life Stock Index Fund Sub-Account		Delaware VIP Diversified Income Series— Standard Class Sub-Account		Delaware VIP Small Cap Value Series— Standard Class Sub-Account		DFA VA Global Bond Portfolio Sub-Account		DFA VA Global Moderate Allocation Portfolio Sub-Account
ASSETS
Investments, at value	$	5,687,768	$	1,174,904	$	1,294,876	$	431,017	$	6,428,159
Total assets	$	5,687,768	$	1,174,904	$	1,294,876	$	431,017	$	6,428,159
NET ASSETS—Accumulation fund	$	5,687,768	$	1,174,904	$	1,294,876	$	431,017	$	6,428,159
Investments, at cost	$	5,886,030	$	1,195,325	$	1,472,727	$	438,172	$	6,554,842
Shares held in corresponding Funds		128,247		114,179		38,401		40,433		598,525
UNIT VALUE	$	38.92	$	24.78	$	34.06	$	26.77	$	25.94

	TIAA-CREF Life Stock Index Fund Sub-Account			Delaware VIP Diversified Income Series— Standard Class Sub-Account			Delaware VIP Small Cap Value Series— Standard Class Sub-Account			DFA VA Global Bond Portfolio Sub-Account			DFA VA Global Moderate Allocation Portfolio Sub-Account
INVESTMENT INCOME
Dividends	$	111,418		$	5,942		$	9,478		$	6,412		$	89,761
Net investment income (loss)		111,418			5,942			9,478			6,412			89,761
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		71,264			(1,526	)		17,711			235			(15,512	)
Capital gain distributions		43,963			2,181			137,795			1,706			12,755
Net realized gain (loss)		115,227			655			155,506			1,941			(2,757	)
Net change in unrealized appreciation (depreciation) on investments		(265,920	)		(20,421	)		(252,522	)		(5,221	)		(84,482	)
Net realized and unrealized gain (loss) on investments		(150,693	)		(19,766	)		(97,016	)		(3,280	)		(87,239	)
Net increase (decrease) in net assets from operations	$	(39,275	)	$	(13,824	)	$	(87,538	)	$	3,132		$	2,522

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-13

Statements of assets and liabilities

TIAA-CREF Life Separate Account VLI-2  ⁿ  December 31, 2015

	DFA VA International Small Portfolio Sub-Account		DFA VA International Value Portfolio Sub-Account		DFA VA Short-Term Fixed Portfolio Sub-Account		DFA VA US Large Value Portfolio Sub-Account		DFA VA US Targeted Value Portfolio Sub-Account
ASSETS
Investments, at value	$	1,470,424	$	2,920,135	$	1,452,386	$	2,859,890	$	1,175,034
Total assets	$	1,470,424	$	2,920,135	$	1,452,386	$	2,859,890	$	1,175,034
NET ASSETS—Accumulation fund	$	1,470,424	$	2,920,135	$	1,452,386	$	2,859,890	$	1,175,034
Investments, at cost	$	1,569,655	$	3,462,745	$	1,458,114	$	3,138,021	$	1,366,027
Shares held in corresponding Funds		132,830		276,790		142,811		138,426		74,181
UNIT VALUE	$	33.29	$	28.55	$	25.26	$	40.43	$	38.59

Statements of operations

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period or year ended December 31, 2015

	DFA VA International Small Portfolio Sub-Account			DFA VA International Value Portfolio Sub-Account			DFA VA Short-Term Fixed Portfolio Sub-Account			DFA VA US Large Value Portfolio Sub-Account			DFA VA US Targeted Value Portfolio Sub-Account
INVESTMENT INCOME
Dividends	$	30,293		$	93,494		$	4,428		$	59,911		$	15,379
Net investment income (loss)		30,293			93,494			4,428			59,911			15,379
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		(28,046	)		(52,753	)		23			22,407			2,708
Capital gain distributions		46,861			—			1,353			133,211			79,797
Net realized gain (loss)		18,815			(52,753	)		1,376			155,618			82,505
Net change in unrealized appreciation (depreciation) on investments		79			(278,225	)		(1,514	)		(324,750	)		(163,247	)
Net realized and unrealized gain (loss) on investments		18,894			(330,978	)		(138	)		(169,132	)		(80,742	)
Net increase (decrease) in net assets from operations	$	49,187		$	(237,484	)	$	4,290		$	(109,221	)	$	(65,363	)

B-14 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	John Hancock Emerging Markets Value Trust Sub-Account		M Capital Appreciation Fund Sub-Account		M International Equity Fund Sub-Account		M Large Cap Growth Fund Sub-Account		M Large Cap Value Fund Sub-Account
ASSETS
Investments, at value	$	189,238	$	1,368,119	$	2,802,717	$	2,326,821	$	1,799,605
Total assets	$	189,238	$	1,368,119	$	2,802,717	$	2,326,821	$	1,799,605
NET ASSETS—Accumulation fund	$	189,238	$	1,368,119	$	2,802,717	$	2,326,821	$	1,799,605
Investments, at cost	$	225,120	$	1,617,369	$	3,107,977	$	2,618,773	$	2,066,111
Shares held in corresponding Funds		26,919		54,398		248,909		107,425		150,343
UNIT VALUE	$	20.56	$	37.71	$	27.68	$	40.91	$	38.33

	John Hancock Emerging Markets Value Trust Sub-Account(aa)			M Capital Appreciation  Fund Sub-Account			M International Equity Fund Sub-Account			M Large Cap Growth  Fund Sub-Account			M Large Cap Value  Fund Sub-Account
INVESTMENT INCOME
Dividends	$	3,970		$	—		$	49,463		$	655		$	24,994
Net investment income (loss)		3,970			—			49,463			655			24,994
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		(2,054	)		34,390			7,996			35,368			5,568
Capital gain distributions		—			153,656			—			394,045			154,635
Net realized gain (loss)		(2,054	)		188,046			7,996			429,413			160,203
Net change in unrealized appreciation (depreciation) on investments		(35,882	)		(279,996	)		(189,803	)		(287,680	)		(198,607	)
Net realized and unrealized gain (loss) on investments		(37,936	)		(91,950	)		(181,807	)		141,733			(38,404	)
Net increase (decrease) in net assets from operations	$	(33,966	)	$	(91,950	)	$	(132,344	)	$	142,388		$	(13,410	)

(aa) For the period February 3, 2015 (commencement of operations) to December 31, 2015.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-15

Statements of assets and liabilities

TIAA-CREF Life Separate Account VLI-2  ⁿ  December 31, 2015

	Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio—I Class Sub-Account		PIMCO VIT Global Bond Portfolio (Unhedged)— Institutional Class Sub-Account		PIMCO VIT Real Return Portfolio— Institutional Class Sub-Account		PIMCO VIT Total Return Portfolio— Institutional Class Sub-Account		PVC Equity Income Account—Class 1 Sub-Account
ASSETS
Investments, at value	$	43,709	$	565,146	$	480,487	$	1,792,343	$	1,430,765
Total assets	$	43,709	$	565,146	$	480,487	$	1,792,343	$	1,430,765
NET ASSETS—Accumulation fund	$	43,709	$	565,146	$	480,487	$	1,792,343	$	1,430,765
Investments, at cost	$	49,396	$	606,871	$	514,545	$	1,893,783	$	1,458,626
Shares held in corresponding Funds		2,758		50,191		40,276		169,409		66,025
UNIT VALUE	$	36.77	$	23.47	$	24.07	$	27.20	$	35.75

Statements of operations

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period or year ended December 31, 2015

	Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio—I Class Sub-Account			PIMCO VIT Global Bond Portfolio (Unhedged)— Institutional Class Sub-Account			PIMCO VIT Real Return Portfolio— Institutional Class Sub-Account			PIMCO VIT Total Return Portfolio— Institutional Class Sub-Account			PVC Equity Income Account—Class 1 Sub-Account
INVESTMENT INCOME
Dividends	$	331		$	11,189		$	20,628		$	101,259		$	33,764
Net investment income (loss)		331			11,189			20,628			101,259			33,764
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		553			(7,789	)		(252	)		12,173			22,531
Capital gain distributions		987			—			—			19,005			—
Net realized gain (loss)		1,540			(7,789	)		(252	)		31,178			22,531
Net change in unrealized appreciation (depreciation) on investments		(6,233	)		(23,105	)		(31,272	)		(115,078	)		(111,415	)
Net realized and unrealized gain (loss) on investments		(4,693	)		(30,894	)		(31,524	)		(83,900	)		(88,884	)
Net increase (decrease) in net assets from operations	$	(4,362	)	$	(19,705	)	$	(10,896	)	$	17,359		$	(55,120	)

B-16 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	PVC MidCap Account—Class 1 Sub-Account		Prudential Series Fund- Natural Resources Portfolio—Class  II Sub-Account		T. Rowe Price® Health Sciences Portfolio I Sub-Account		T. Rowe Price® Limited-Term Bond Portfolio Sub-Account		Templeton Developing Markets VIP Fund—Class 1 Sub-Account
ASSETS
Investments, at value	$	355,126	$	513,329	$	480,018	$	114,739	$	1,186,684
Total assets	$	355,126	$	513,329	$	480,018	$	114,739	$	1,186,684
NET ASSETS—Accumulation fund	$	355,126	$	513,329	$	480,018	$	114,739	$	1,186,684
Investments, at cost	$	360,349	$	752,964	$	495,238	$	115,987	$	1,677,900
Shares held in corresponding Funds		6,429		24,456		12,314		23,706		186,293
UNIT VALUE	$	40.65	$	14.56	$	28.43	$	25.56	$	18.86

	PVC MidCap Account—Class 1 Sub-Account			Prudential Series Fund- Natural Resources Portfolio—Class II Sub-Account			T. Rowe Price® Health Sciences Portfolio I Sub-Account(z)			T. Rowe  Price® Limited-Term Bond Portfolio Sub-Account			Templeton Developing Markets VIP Fund—Class  1 Sub-Account
INVESTMENT INCOME
Dividends	$	1,926		$	—		$	—		$	2,189		$	31,766
Net investment income (loss)		1,926			—			—			2,189			31,766
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		2,851			(13,496	)		3,581			(1,864	)		(106,949	)
Capital gain distributions		39,423			—			36,017			—			174,928
Net realized gain (loss)		42,274			(13,496	)		39,598			(1,864	)		67,979
Net change in unrealized appreciation (depreciation) on investments		(38,489	)		(180,857	)		(15,220	)		609			(387,874	)
Net realized and unrealized gain (loss) on investments		3,785			(194,353	)		24,378			(1,255	)		(319,895	)
Net increase (decrease) in net assets from operations	$	5,711		$	(194,353	)	$	24,378		$	934		$	(288,129	)

(z) For the period January 29, 2015 (commencement of operations) to December 31, 2015.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-17

Statements of assets and liabilities

TIAA-CREF Life Separate Account VLI-2  ⁿ  December 31, 2015

	Vanguard VIF Capital Growth Sub-Account		Vanguard VIF Equity Index Sub-Account		Vanguard VIF High Yield Bond Sub-Account		Vanguard VIF Mid-Cap Index Sub-Account		Vanguard VIF REIT Index Sub-Account
ASSETS
Investments, at value	$	2,670,275	$	7,120,359	$	1,512,553	$	1,998,693	$	1,229,498
Total assets	$	2,670,275	$	7,120,359	$	1,512,553	$	1,998,693	$	1,229,498
NET ASSETS—Accumulation fund	$	2,670,275	$	7,120,359	$	1,512,553	$	1,998,693	$	1,229,498
Investments, at cost	$	2,483,110	$	7,068,663	$	1,604,323	$	2,073,909	$	1,218,375
Shares held in corresponding Funds		100,236		214,146		199,282		96,276		89,288
UNIT VALUE	$	44.52	$	36.02	$	29.00	$	38.61	$	34.74

Statements of operations

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period or year ended December 31, 2015

	Vanguard VIF Capital Growth Sub-Account			Vanguard VIF Equity Index Sub-Account			Vanguard VIF High Yield Bond Sub-Account			Vanguard VIF Mid-Cap Index Sub-Account			Vanguard VIF REIT Index Sub-Account
INVESTMENT INCOME
Dividends	$	26,597		$	81,754		$	96,697		$	22,795		$	14,875
Net investment income (loss)		26,597			81,754			96,697			22,795			14,875
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		110,607			71,774			(36,653	)		38,473			7,027
Capital gain distributions		80,409			149,715			2,972			102,151			28,150
Net realized gain (loss)		191,016			221,489			(33,681	)		140,624			35,177
Net change in unrealized appreciation (depreciation) on investments		(151,692	)		(250,715	)		(89,475	)		(205,286	)		(40,418	)
Net realized and unrealized gain (loss) on investments		39,324			(29,226	)		(123,156	)		(64,662	)		(5,241	)
Net increase (decrease) in net assets from operations	$	65,921		$	52,528		$	(26,459	)	$	(41,867	)	$	9,634

B-18 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

concluded

	Vanguard VIF Small Company Growth Sub-Account		Vanguard VIF Total Bond Market Index Sub-Account		Voya Russell Large Cap Growth Index Portfolio—Class I Sub-Account		VY Clarion Global Real Estate Portfolio—Class I Sub-Account
ASSETS
Investments, at value	$	920,919	$	2,912,122	$	820,376	$	412,512
Total assets	$	920,919	$	2,912,122	$	820,376	$	412,512
NET ASSETS—Accumulation fund	$	920,919	$	2,912,122	$	820,376	$	412,512
Investments, at cost	$	1,010,686	$	2,938,469	$	784,668	$	415,989
Shares held in corresponding Funds		44,296		246,999		31,675		35,048
UNIT VALUE	$	37.54	$	26.66	$	40.14	$	32.13

	Vanguard VIF Small Company  Growth Sub-Account			Vanguard VIF Total Bond Market  Index Sub-Account			Voya Russell Large Cap Growth Index Portfolio—Class I Sub-Account		VY Clarion Global Real Estate Portfolio—Class I Sub-Account
INVESTMENT INCOME
Dividends	$	3,497		$	27,891		$	2,070	$	9,120
Net investment income (loss)		3,497			27,891			2,070		9,120
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		(60,355	)		561			2,298		2,932
Capital gain distributions		111,093			5,229			—		—
Net realized gain (loss)		50,738			5,790			2,298		2,932
Net change in unrealized appreciation (depreciation) on investments		(109,548	)		(34,178	)		9,895		(20,265	)
Net realized and unrealized gain (loss) on investments		(58,810	)		(28,388	)		12,193		(17,333	)
Net increase (decrease) in net assets from operations	$	(55,313	)	$	(497	)	$	14,263	$	(8,213	)

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-19

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	TIAA-CREF Life Balanced Fund Sub-Account						TIAA-CREF Life Bond Fund Sub-Account
	December 31, 2015			December 31, 2014(w)			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	7,508		$	2,109		$	35,501		$	3,714
Net realized gain (loss)		1,361			38			10,478			3,198
Net change in unrealized appreciation (depreciation) on investments		(10,582	)		(406	)		(46,879	)		2,972
Net increase (decrease) in net assets from operations		(1,713	)		1,741			(900	)		9,884
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		65,222			72,254			426,060			168,092
Net contractowner transfers		141,385			11,222			330,537			204,055
Withdrawals and death benefits (b)		(21,627	)		(814	)		(31,435	)		(169,896	)
Net increase (decrease) in net assets resulting from contractowner transactions		184,980			82,662			725,162			202,251
Net increase (decrease) in net assets		183,267			84,403			724,262			212,135
NET ASSETS
Beginning of period		84,403			—			309,031			96,896
End of period	$	267,670		$	84,403		$	1,033,293		$	309,031
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		3,206			—			11,382			3,764
Units purchased		2,427			2,798			15,514			6,227
Units sold/transferred		4,405			408			10,948			1,391
End of period		10,038			3,206			37,844			11,382

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

(w) For the period March 28, 2014 (commencement of operations) to December 31, 2014.

B-20 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	TIAA-CREF Life Growth Equity Fund Sub-Account						TIAA-CREF Life Growth & Income Fund Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	3,076		$	2,112		$	14,457		$	10,591
Net realized gain (loss)		91,974			77,761			104,499			94,639
Net change in unrealized appreciation (depreciation) on investments		(9,672	)		(13,247	)		(73,195	)		(741	)
Net increase (decrease) in net assets from operations		85,378			66,626			45,761			104,489
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		307,982			99,688			169,151			137,281
Net contractowner transfers		253,115			337,949			62,422			92,215
Withdrawals and death benefits (b)		(104,535	)		(54,812	)		(95,183	)		(68,821	)
Net increase (decrease) in net assets resulting from contractowner transactions		456,562			382,825			136,390			160,675
Net increase (decrease) in net assets		541,940			449,451			182,151			265,164
NET ASSETS
Beginning of period		754,900			305,449			1,190,455			925,291
End of period	$	1,296,840		$	754,900		$	1,372,606		$	1,190,455
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		19,138			8,615			31,196			26,936
Units purchased		7,323			2,739			4,359			3,714
Units sold/transferred		3,519			7,784			(747	)		546
End of period		29,980			19,138			34,808			31,196

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-21

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	TIAA-CREF Life International Equity  Fund Sub-Account						TIAA-CREF Life Large-Cap Value Fund Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	30,966		$	22,078		$	11,057		$	8,768
Net realized gain (loss)		(923	)		10,891			61,536			45,207
Net change in unrealized appreciation (depreciation) on investments		(93,529	)		(151,404	)		(104,444	)		(10,625	)
Net increase (decrease) in net assets from operations		(63,486	)		(118,435	)		(31,851	)		43,350
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		563,626			176,630			99,515			45,078
Net contractowner transfers		169,827			988,601			121,904			(22,911	)
Withdrawals and death benefits (b)		(87,652	)		(72,769	)		(57,724	)		(52,931	)
Net increase (decrease) in net assets resulting from contractowner transactions		645,801			1,092,462			163,695			(30,764	)
Net increase (decrease) in net assets		582,315			974,027			131,844			12,586
NET ASSETS
Beginning of period		1,626,537			652,510			520,088			507,502
End of period	$	2,208,852		$	1,626,537		$	651,932		$	520,088
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		50,596			18,694			13,492			14,347
Units purchased		16,872			5,279			2,576			1,254
Units sold/transferred		1,922			26,623			1,734			(2,109	)
End of period		69,390			50,596			17,802			13,492

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-22 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	TIAA-CREF Life Money Market Fund Sub-Account						TIAA-CREF Life Real Estate Securities Fund Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	265		$	—		$	4,114		$	5,474
Net realized gain (loss)		—			—			51,743			6,411
Net change in unrealized appreciation (depreciation) on investments		—			—			(42,990	)		55,016
Net increase (decrease) in net assets from operations		265			—			12,867			66,901
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		19,232,317			22,124,913			43,473			60,419
Net contractowner transfers		(13,733,189	)		(17,688,291	)		(229,651	)		62,528
Withdrawals and death benefits (b)		(5,446,521	)		(8,340,783	)		(37,224	)		(28,076	)
Net increase (decrease) in net assets resulting from contractowner transactions		52,607			(3,904,161	)		(223,402	)		94,871
Net increase (decrease) in net assets		52,872			(3,904,161	)		(210,535	)		161,772
NET ASSETS
Beginning of period		7,351,647			11,255,808			367,564			205,792
End of period	$	7,404,519		$	7,351,647		$	157,029		$	367,564
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		293,981			450,103			10,869			7,818
Units purchased		769,071			884,742			1,264			1,910
Units sold/transferred		(766,966	)		(1,040,864	)		(7,684	)		1,141
End of period		296,086			293,981			4,449			10,869

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-23

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	TIAA-CREF Life Small-Cap Equity Fund Sub-Account						TIAA-CREF Life Social Choice Equity Fund Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	5,168		$	3,587		$	12,100		$	6,583
Net realized gain (loss)		67,096			68,781			35,003			10,113
Net change in unrealized appreciation (depreciation) on investments		(80,864	)		(47,004	)		(58,383	)		20,665
Net increase (decrease) in net assets from operations		(8,600	)		25,364			(11,280	)		37,361
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		31,663			419,693			89,550			475
Net contractowner transfers		309,958			(26,100	)		27,113			222,337
Withdrawals and death benefits (b)		(36,056	)		(20,773	)		(11,241	)		(6,730	)
Net increase (decrease) in net assets resulting from contractowner transactions		305,565			372,820			105,422			216,082
Net increase (decrease) in net assets		296,965			398,184			94,142			253,443
NET ASSETS
Beginning of period		514,268			116,084			372,363			118,920
End of period	$	811,233		$	514,268		$	466,505		$	372,363
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		13,412			3,235			9,754			3,457
Units purchased		799			11,270			2,378			13
Units sold/transferred		6,977			(1,093	)		426			6,284
End of period		21,188			13,412			12,558			9,754

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-24 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	TIAA-CREF Life Stock Index Fund Sub-Account						Delaware VIP Diversified Income Series-Standard Class Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014(y)
FROM OPERATIONS
Net investment income (loss)	$	111,418		$	53,997		$	5,942		$	—
Net realized gain (loss)		115,227			163,185			655			—
Net change in unrealized appreciation (depreciation) on investments		(265,920	)		22,067			(20,421	)		—
Net increase (decrease) in net assets from operations		(39,275	)		239,249			(13,824	)		—
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		1,951,826			1,647,707			212,691			—
Net contractowner transfers		1,200,193			493,482			1,013,907			1,099
Withdrawals and death benefits (b)		(496,433	)		(326,287	)		(38,969	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		2,655,586			1,814,902			1,187,629			1,099
Net increase (decrease) in net assets		2,616,311			2,054,151			1,173,805			1,099
NET ASSETS
Beginning of period		3,071,457			1,017,306			1,099			—
End of period	$	5,687,768		$	3,071,457		$	1,174,904		$	1,099
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		79,254			29,521			44			—
Units purchased		49,551			43,800			8,378			—
Units sold/transferred		17,329			5,933			39,001			44
End of period		146,134			79,254			47,423			44

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

(y) For the period December 31, 2014 (commencement of operations).

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-25

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	Delaware VIP Small Cap Value Series-Standard Class Sub-Account						DFA VA Global Bond Portfolio Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	9,478		$	5,373		$	6,412		$	4,090
Net realized gain (loss)		155,506			93,028			1,941			378
Net change in unrealized appreciation (depreciation) on investments		(252,522	)		(41,301	)		(5,221	)		(1,737	)
Net increase (decrease) in net assets from operations		(87,538	)		57,100			3,132			2,731
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		217,342			223,250			139,841			22,354
Net contractowner transfers		9,311			320,520			121,105			174,053
Withdrawals and death benefits (b)		(133,605	)		(115,420	)		(27,282	)		(13,067	)
Net increase (decrease) in net assets resulting from contractowner transactions		93,048			428,350			233,664			183,340
Net increase (decrease) in net assets		5,510			485,450			236,796			186,071
NET ASSETS
Beginning of period		1,289,366			803,916			194,221			8,150
End of period	$	1,294,876		$	1,289,366		$	431,017		$	194,221
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		35,500			23,432			7,368			318
Units purchased		6,022			6,314			5,232			856
Units sold/transferred		(3,506	)		5,754			3,503			6,194
End of period		38,016			35,500			16,103			7,368

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-26 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	DFA VA Global Moderate Allocation Portfolio Sub-Account						DFA VA International Small Portfolio Sub-Account
	December 31, 2015			December 31, 2014(x)			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	89,761		$	43,456		$	30,293		$	18,813
Net realized gain (loss)		(2,757	)		11,513			18,815			71,346
Net change in unrealized appreciation (depreciation) on investments		(84,482	)		(42,201	)		79			(132,829	)
Net increase (decrease) in net assets from operations		2,522			12,768			49,187			(42,670	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		350,467			406,249			246,676			350,279
Net contractowner transfers		3,545,303			2,548,886			350,715			317,008
Withdrawals and death benefits (b)		(395,997	)		(42,039	)		(128,223	)		(88,817	)
Net increase (decrease) in net assets resulting from contractowner transactions		3,499,773			2,913,096			469,168			578,470
Net increase (decrease) in net assets		3,502,295			2,925,864			518,355			535,800
NET ASSETS
Beginning of period		2,925,864			—			952,069			416,269
End of period	$	6,428,159		$	2,925,864		$	1,470,424		$	952,069
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		110,504			—			30,257			12,465
Units purchased		13,051			15,178			7,437			10,768
Units sold/transferred		124,273			95,326			6,470			7,024
End of period		247,828			110,504			44,164			30,257

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

(x) For the period May 21, 2014 (commencement of operations) to December 31, 2014.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-27

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	DFA VA International Value Portfolio Sub-Account						DFA VA Short-Term Fixed Portfolio Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	93,494		$	99,616		$	4,428		$	2,679
Net realized gain (loss)		(52,753	)		41,659			1,376			832
Net change in unrealized appreciation (depreciation) on investments		(278,225	)		(331,517	)		(1,514	)		(4,154	)
Net increase (decrease) in net assets from operations		(237,484	)		(190,242	)		4,290			(643	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		353,538			377,142			62,411			1,105,497
Net contractowner transfers		484,722			1,224,725			94,654			366,491
Withdrawals and death benefits (b)		(189,741	)		(105,800	)		(132,383	)		(68,372	)
Net increase (decrease) in net assets resulting from contractowner transactions		648,519			1,496,067			24,682			1,403,616
Net increase (decrease) in net assets		411,035			1,305,825			28,972			1,402,973
NET ASSETS
Beginning of period		2,509,100			1,203,275			1,423,414			20,441
End of period	$	2,920,135		$	2,509,100		$	1,452,386		$	1,423,414
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		81,768			36,406			56,511			813
Units purchased		11,567			11,860			2,470			43,867
Units sold/transferred		8,947			33,502			(1,494	)		11,831
End of period		102,282			81,768			57,487			56,511

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-28 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	DFA VA US Large Value Portfolio Sub-Account						DFA VA US Targeted Value Portfolio Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	59,911		$	37,784		$	15,379		$	7,827
Net realized gain (loss)		155,618			73,140			82,505			70,502
Net change in unrealized appreciation (depreciation) on investments		(324,750	)		23,202			(163,247	)		(59,895	)
Net increase (decrease) in net assets from operations		(109,221	)		134,126			(65,363	)		18,434
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		660,306			658,304			238,956			389,133
Net contractowner transfers		368,990			769,685			165,583			320,899
Withdrawals and death benefits (b)		(270,108	)		(143,964	)		(85,938	)		(55,381	)
Net increase (decrease) in net assets resulting from contractowner transactions		759,188			1,284,025			318,601			654,651
Net increase (decrease) in net assets		649,967			1,418,151			253,238			673,085
NET ASSETS
Beginning of period		2,209,923			791,772			921,796			248,711
End of period	$	2,859,890		$	2,209,923		$	1,175,034		$	921,796
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		52,793			20,633			22,636			6,334
Units purchased		15,842			16,155			5,977			9,702
Units sold/transferred		2,095			16,005			1,833			6,600
End of period		70,730			52,793			30,446			22,636

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-29

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	John Hancock Emerging Markets Value Trust Sub-Account			M Capital Appreciation Fund Sub-Account
	December 31, 2015(aa)			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	3,970		$	—		$	—
Net realized gain (loss)		(2,054	)		188,046			126,471
Net change in unrealized appreciation (depreciation) on investments		(35,882	)		(279,996	)		(19,708	)
Net increase (decrease) in net assets from operations		(33,966	)		(91,950	)		106,763
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		22,979			226,440			245,447
Net contractowner transfers		206,215			197,631			335,202
Withdrawals and death benefits (b)		(5,990	)		(136,815	)		(110,745	)
Net increase (decrease) in net assets resulting from contractowner transactions		223,204			287,256			469,904
Net increase (decrease) in net assets		189,238			195,306			576,667
NET ASSETS
Beginning of period		—			1,172,813			596,146
End of period	$	189,238		$	1,368,119		$	1,172,813
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		—			29,058			16,605
Units purchased		1,045			5,540			6,438
Units sold/transferred		8,159			1,687			6,015
End of period		9,204			36,285			29,058

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

(aa) For the period February 3, 2015 (commencement of operations) to December 31, 2015.

B-30 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	M International Equity Fund Sub-Account						M Large Cap Growth Fund Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	49,463		$	40,677		$	655		$	775
Net realized gain (loss)		7,996			11,636			429,413			236,974
Net change in unrealized appreciation (depreciation) on investments		(189,803	)		(173,002	)		(287,680	)		(76,484	)
Net increase (decrease) in net assets from operations		(132,344	)		(120,689	)		142,388			161,265
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		391,747			372,990			558,953			289,678
Net contractowner transfers		1,060,424			605,165			(121,733	)		794,174
Withdrawals and death benefits (b)		(209,058	)		(162,935	)		(204,526	)		(139,755	)
Net increase (decrease) in net assets resulting from contractowner transactions		1,243,113			815,220			232,694			944,097
Net increase (decrease) in net assets		1,110,769			694,531			375,082			1,105,362
NET ASSETS
Beginning of period		1,691,948			997,417			1,951,739			846,377
End of period	$	2,802,717		$	1,691,948		$	2,326,821		$	1,951,739
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		58,713			32,169			51,378			24,556
Units purchased		13,068			12,317			13,940			7,984
Units sold/transferred		29,468			14,227			(8,447	)		18,838
End of period		101,249			58,713			56,871			51,378

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-31

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	M Large Cap Value Fund Sub-Account						Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio—I Class Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	24,994		$	18,897		$	331		$	208
Net realized gain (loss)		160,203			185,235			1,540			677
Net change in unrealized appreciation (depreciation) on investments		(198,607	)		(87,312	)		(6,233	)		466
Net increase (decrease) in net assets from operations		(13,410	)		116,820			(4,362	)		1,351
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		334,638			288,019			5,441			2,636
Net contractowner transfers		282,860			547,667			27,257			16,903
Withdrawals and death benefits (b)		(477,900	)		(136,937	)		(8,526	)		(2,007	)
Net increase (decrease) in net assets resulting from contractowner transactions		139,598			698,749			24,172			17,532
Net increase (decrease) in net assets		126,188			815,569			19,810			18,883
NET ASSETS
Beginning of period		1,673,417			857,848			23,899			5,016
End of period	$	1,799,605		$	1,673,417		$	43,709		$	23,899
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		43,376			24,389			596			142
Units purchased		8,480			7,751			135			72
Units sold/transferred		(4,901	)		11,236			458			382
End of period		46,955			43,376			1,189			596

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-32 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class Sub-Account						PIMCO VIT Real Return Portfolio— Institutional Class Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	11,189		$	6,740		$	20,628		$	2,112
Net realized gain (loss)		(7,789	)		12,225			(252	)		(2,300	)
Net change in unrealized appreciation (depreciation) on investments		(23,105	)		(15,469	)		(31,272	)		2,931
Net increase (decrease) in net assets from operations		(19,705	)		3,496			(10,896	)		2,743
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		115,876			265,465			211,695			72,221
Net contractowner transfers		32,755			111,232			114,997			72,153
Withdrawals and death benefits (b)		(24,658	)		(19,979	)		(29,345	)		(24,844	)
Net increase (decrease) in net assets resulting from contractowner transactions		123,973			356,718			297,347			119,530
Net increase (decrease) in net assets		104,268			360,214			286,451			122,273
NET ASSETS
Beginning of period		460,878			100,664			194,036			71,763
End of period	$	565,146		$	460,878		$	480,487		$	194,036
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		18,878			4,223			7,856			3,000
Units purchased		4,859			10,862			8,529			2,892
Units sold/transferred		347			3,793			3,578			1,964
End of period		24,084			18,878			19,963			7,856

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-33

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	PIMCO VIT Total Return Portfolio— Institutional Class Sub-Account						PVC Equity Income Account—Class 1 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	101,259		$	44,061		$	33,764		$	21,022
Net realized gain (loss)		31,178			(6,029	)		22,531			14,466
Net change in unrealized appreciation (depreciation) on investments		(115,078	)		30,214			(111,415	)		55,944
Net increase (decrease) in net assets from operations		17,359			68,246			(55,120	)		91,432
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		493,037			549,803			269,097			257,763
Net contractowner transfers		(810,968	)		1,058,867			173,220			535,585
Withdrawals and death benefits (b)		(298,977	)		(245,027	)		(138,203	)		(95,699	)
Net increase (decrease) in net assets resulting from contractowner transactions		(616,908	)		1,363,643			304,114			697,649
Net increase (decrease) in net assets		(599,549	)		1,431,889			248,994			789,081
NET ASSETS
Beginning of period		2,391,892			960,003			1,181,771			392,690
End of period	$	1,792,343		$	2,391,892		$	1,430,765		$	1,181,771
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		88,454			37,077			31,755			11,903
Units purchased		18,038			20,533			7,294			7,167
Units sold/transferred		(40,603	)		30,844			969			12,685
End of period		65,889			88,454			40,018			31,755

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-34 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	PVC MidCap Account—Class 1 Sub-Account						Prudential Series Fund—Natural Resources Portfolio—Class II Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	1,926		$	2,035		$	—		$	—
Net realized gain (loss)		42,274			52,331			(13,496	)		5,259
Net change in unrealized appreciation (depreciation) on investments		(38,489	)		(6,399	)		(180,857	)		(62,714	)
Net increase (decrease) in net assets from operations		5,711			47,967			(194,353	)		(57,455	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		24,606			26,521			31,241			75,838
Net contractowner transfers		(6,508	)		(114,111	)		495,282			103,964
Withdrawals and death benefits (b)		(26,211	)		(35,288	)		(23,330	)		(14,573	)
Net increase (decrease) in net assets resulting from contractowner transactions		(8,113	)		(122,878	)		503,193			165,229
Net increase (decrease) in net assets		(2,402	)		(74,911	)		308,840			107,774
NET ASSETS
Beginning of period		357,528			432,439			204,489			96,715
End of period	$	355,126		$	357,528		$	513,329		$	204,489
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		8,940			12,217			9,992			3,791
Units purchased		593			717			1,602			3,148
Units sold/transferred		(797	)		(3,994	)		23,659			3,053
End of period		8,736			8,940			35,253			9,992

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-35

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	T. Rowe Price® Health Sciences Portfolio I Sub-Account			T. Rowe Price®  Limited-Term Bond Portfolio Sub-Account
	December 31, 2015(z)			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	—		$	2,189		$	1,862
Net realized gain (loss)		39,598			(1,864	)		(198	)
Net change in unrealized appreciation (depreciation) on investments		(15,220	)		609			(1,555	)
Net increase (decrease) in net assets from operations		24,378			934			109
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		164,464			22,678			24,263
Net contractowner transfers		344,147			(167,504	)		238,544
Withdrawals and death benefits (b)		(52,971	)		(13,954	)		(13,709	)
Net increase (decrease) in net assets resulting from contractowner transactions		455,640			(158,780	)		249,098
Net increase (decrease) in net assets		480,018			(157,846	)		249,207
NET ASSETS
Beginning of period		—			272,585			23,378
End of period	$	480,018		$	114,739		$	272,585
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		—			10,697			923
Units purchased		6,109			886			951
Units sold/transferred		10,778			(7,094	)		8,823
End of period		16,887			4,489			10,697

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

(z) For the period January 29, 2015 (commencement of operations) to December 31, 2015.

B-36 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	Templeton Developing Markets VIP Fund-Class 1 Sub-Account						Vanguard VIF Capital Growth Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	31,766		$	12,955		$	26,597		$	12,601
Net realized gain (loss)		67,979			(6,737	)		191,016			66,677
Net change in unrealized appreciation (depreciation) on investments		(387,874	)		(100,080	)		(151,692	)		203,899
Net increase (decrease) in net assets from operations		(288,129	)		(93,862	)		65,921			283,177
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		224,978			378,801			348,639			419,672
Net contractowner transfers		82,859			536,233			211,988			597,671
Withdrawals and death benefits (b)		(100,981	)		(64,681	)		(253,451	)		(178,323	)
Net increase (decrease) in net assets resulting from contractowner transactions		206,856			850,353			307,176			839,020
Net increase (decrease) in net assets		(81,273	)		756,491			373,097			1,122,197
NET ASSETS
Beginning of period		1,267,957			511,466			2,297,178			1,174,981
End of period	$	1,186,684		$	1,267,957		$	2,670,275		$	2,297,178
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		54,180			20,087			52,955			32,077
Units purchased		10,212			15,584			7,890			10,050
Units sold/transferred		(1,463	)		18,509			(864	)		10,828
End of period		62,929			54,180			59,981			52,955

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-37

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	Vanguard VIF Equity Index Sub-Account						Vanguard VIF High Yield Bond Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	81,754		$	35,412		$	96,697		$	40,768
Net realized gain (loss)		221,489			165,395			(33,681	)		1,111
Net change in unrealized appreciation (depreciation) on investments		(250,715	)		146,220			(89,475	)		(10,971	)
Net increase (decrease) in net assets from operations		52,528			347,027			(26,459	)		30,908
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		2,598,613			380,304			613,660			251,692
Net contractowner transfers		1,299,416			1,605,736			(525,089	)		748,220
Withdrawals and death benefits (b)		(571,625	)		(284,266	)		(86,622	)		(49,049	)
Net increase (decrease) in net assets resulting from contractowner transactions		3,326,404			1,701,774			1,949			950,863
Net increase (decrease) in net assets		3,378,932			2,048,801			(24,510	)		981,771
NET ASSETS
Beginning of period		3,741,427			1,692,626			1,537,063			555,292
End of period	$	7,120,359		$	3,741,427		$	1,512,553		$	1,537,063
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		105,191			54,016			52,167			19,677
Units purchased		72,544			10,934			20,466			8,551
Units sold/transferred		19,952			40,241			(20,475	)		23,939
End of period		197,687			105,191			52,158			52,167

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-38 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

continued

	Vanguard VIF Mid-Cap Index Sub-Account						Vanguard VIF REIT Index Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	22,795		$	8,770		$	14,875		$	9,400
Net realized gain (loss)		140,624			56,722			35,177			14,696
Net change in unrealized appreciation (depreciation) on investments		(205,286	)		90,129			(40,418	)		59,689
Net increase (decrease) in net assets from operations		(41,867	)		155,621			9,634			83,785
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		374,401			424,108			651,724			83,566
Net contractowner transfers		22,607			799,607			124,423			175,650
Withdrawals and death benefits (b)		(164,869	)		(103,842	)		(78,011	)		(39,159	)
Net increase (decrease) in net assets resulting from contractowner transactions		232,139			1,119,873			698,136			220,057
Net increase (decrease) in net assets		190,272			1,275,494			707,770			303,842
NET ASSETS
Beginning of period		1,808,421			532,927			521,728			217,886
End of period	$	1,998,693		$	1,808,421		$	1,229,498		$	521,728
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		46,172			15,456			15,351			8,341
Units purchased		9,455			11,142			18,714			2,571
Units sold/transferred		(3,855	)		19,574			1,324			4,439
End of period		51,772			46,172			35,389			15,351

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-39

Statements of changes in net assets

TIAA-CREF Life Separate Account VLI-2  ⁿ  For the period of year ended

	Vanguard VIF Small Company Growth Sub-Account						Vanguard VIF Total Bond Market Index Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	3,497		$	953		$	27,891		$	8,774
Net realized gain (loss)		50,738			45,771			5,790			16,348
Net change in unrealized appreciation (depreciation) on investments		(109,548	)		(3,124	)		(34,178	)		8,160
Net increase (decrease) in net assets from operations		(55,313	)		43,600			(497	)		33,282
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		132,725			110,218			880,992			874,013
Net contractowner transfers		39,318			612,614			1,309,468			(96,744	)
Withdrawals and death benefits (b)		(85,117	)		(46,417	)		(247,020	)		(108,122	)
Net increase (decrease) in net assets resulting from contractowner transactions		86,926			676,415			1,943,440			669,147
Net increase (decrease) in net assets		31,613			720,015			1,942,943			702,429
NET ASSETS
Beginning of period		889,306			169,291			969,179			266,750
End of period	$	920,919		$	889,306		$	2,912,122		$	969,179
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		23,036			4,533			36,476			10,631
Units purchased		3,320			2,921			32,870			33,218
Units sold/transferred		(1,826	)		15,582			39,889			(7,373	)
End of period		24,530			23,036			109,235			36,476

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

B-40 Statement of Additional Information   n   M Intelligent VUL See notes to financial statements

concluded

	Voya Russell Large Cap Growth Index Portfolio—Class I Sub-Account						VY Clarion Global Real Estate Portfolio— Class I Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
FROM OPERATIONS
Net investment income (loss)	$	2,070		$	3,154		$	9,120		$	1,527
Net realized gain (loss)		2,298			23,560			2,932			976
Net change in unrealized appreciation (depreciation) on investments		9,895			436			(20,265	)		17,054
Net increase (decrease) in net assets from operations		14,263			27,150			(8,213	)		19,557
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		8,989			8,551			25,498			107,385
Net contractowner transfers		637,411			(49,122	)		161,620			46,337
Withdrawals and death benefits (b)		(10,381	)		(7,464	)		(31,823	)		(14,797	)
Net increase (decrease) in net assets resulting from contractowner transactions		636,019			(48,035	)		155,295			138,925
Net increase (decrease) in net assets		650,282			(20,885	)		147,082			158,482
NET ASSETS
Beginning of period		170,094			190,979			265,430			106,948
End of period	$	820,376		$	170,094		$	412,512		$	265,430
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of period		4,560			5,791			8,143			3,743
Units purchased		230			248			778			3,433
Units sold/transferred		15,650			(1,479	)		3,917			967
End of period		20,440			4,560			12,838			8,143

(a) Amounts presented are net of premium expense charges.

(b) Accounts include payments for other daily and monthly fee expense charges.

See notes to financial statements M Intelligent VUL   n   Statement of Additional Information B-41

Notes to financial statements

TIAA-CREF Life Separate Account VLI-2

Note 1—organization and significant accounting policies

TIAA-CREF Life Separate Account VLI-2 (the “Separate Account”) was established by TIAA-CREF Life Insurance Company (“TIAA-CREF Life”) as a separate investment account under New York law on November 15, 2011 and is registered with the Securities and Exchange Commission (“Commission”) as a unit investment trust under the Investment Company Act of 1940, as amended (“1940 Act”). TIAA-CREF Life, which commenced operations as a legal reserve life insurance company under the insurance laws of the State of New York on December 18, 1996, is a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”), a legal reserve life insurance company which was established under the insurance laws of the State of New York in 1918.

Investors participate in the Separate Account by purchasing one of two different variable life insurance policies: the Flexible Premium Variable Universal Life Insurance Policy (referred to as “VUL”) and the Flexible Premium Last Survivor Variable Universal Life Insurance Policy (referred to as “Survivorship VUL”). Premiums received from the policies are allocated to the investment accounts (“Sub-Accounts”) of which some invest in the TIAA-CREF Life Funds (“Funds”), an open-end management investment company registered with the Commission and managed by Teachers Advisors, Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA. Accumulation Unit Values are calculated daily for each Sub-Account. VUL consists of 44 active investment Sub-Accounts and Last Survivorship VUL consists of 44 active investment Sub-Accounts.

Effective June 1, 2015, T. Rowe Price^® Health Sciences Portfolio I was closed to new Policy holders and new insurance company relationships, subject to certain exceptions. However, the Portfolio will remain available for allocation by existing owners of the policy.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. The Separate Account is an investment company and follows the accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services—Investment Companies. The following is a summary of the significant accounting policies consistently followed by the Sub-Accounts.

Security valuation: All investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the financial statements.

Investments and investment income: Security transactions are accounted for as of the trade date for financial reporting purposes. Dividend income and capital gains distributions are recorded on the ex-dividend date. Realized gains and losses on security transactions are based on the specific identification method.

Income taxes: TIAA-CREF Life Separate Account VLI-2 is a separate account of TIAA-CREF Life, which is taxed as a life insurance company under Subchapter L of the Internal Revenue Code. The Separate Account should incur no federal income tax liability. Under the rules of taxation applicable to life insurance companies, the Separate Account’s Accumulation Fund for participants will generally be treated as life insurance reserves; therefore, any increase in such reserves will be deductible. The Separate Account’s federal income tax returns are generally subject to examination for a period of three fiscal years after filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed the Separate Account’s tax positions taken for all open federal income tax years and has concluded that no provision for federal income tax is required in the Separate Account’s financial statements.

New accounting pronouncement: In May 2015, the FASB issued Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820) Disclosures in Certain Entities That Calculate Net Asset Value per Share (the “ASU”). The ASU removes the requirement to categorize within the fair value hierarchy all investments for which the fair value is measured using the net asset value per share practical expedient. The ASU also removes the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. The Separate Account adopted the ASU for this annual report. The adoption of the ASU did not have a material impact on the Separate Account’s financial statements and notes disclosures.

Note 2—valuation of investments

U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1—quoted prices in active markets for identical securities

• Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.)

• Level 3—significant unobservable inputs (including the Sub-Accounts’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment

B-42 Statement of Additional Information   n   M Intelligent VUL

continued

exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Certain portfolio investments that are measured at fair value using the net asset value per share practical expedient are not categorized within the fair value hierarchy. These investments will be disclosed at their fair value to allow reconciliation back to the Statement of Assets and Liabilities. As of December 31, 2015, no investments were valued utilizing the practical expedient.

A description of the valuation techniques applied to the Sub-Accounts’ major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at their net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. For the year ended December 31, 2015, there were no transfers between levels by the Sub-Accounts.

As of December 31, 2015, all of the investments in the Sub-Accounts were valued based on Level 1 inputs.

Note 3—expense charges and affiliates

VUL Expenses

The following table describes the fees and expenses that a contractowner will pay at the time that he or she buys the VUL, surrenders the VUL, or transfers VUL value among the Sub-Accounts:

		Amount Deducted
Charge	When charge is deducted	if the Long Term Accumulation Rider is not in effect	if Long Term Accumulation Rider is in Effect
Premium Expense Charge	Upon receipt of each Premium payment	(as a% of premium)	(as a% of premium)
Current:		First 10 Yrs up to 10 Targets: 10%	1st 10 Yrs up to 10 Targets: 15%
		First 10 Yrs above 10 Targets: 3%	1st 10 Yrs above 10 Targets: 3%
		Yrs 11+: 2%	Yrs 11+: 3%
Guaranteed:		10%	15%
Partial Withdrawal Charge	At the time of each withdrawal
Current:		$0.00	$0.00
Guaranteed:		$20.00	$20.00
Surrender Charge1	Upon surrender or requested reduction in Base Face Amount
Current:		100%, 100%, 90%, 75%, 70%, 60%, 45%, 35%, 20%, 7%, 0% in years 1 to 10 and 11+, respectively, of premiums paid up to one Target.	0%
Guaranteed:		100%, 100%, 90%, 75%, 70%, 60%, 45%, 35%, 20%, 7%, 0% in years 1 to 10 and 11+, respectively, of one Target.	0%
Transfer Charge	Upon transfer
Current:		$0.00	$0.00
Guaranteed:		$0.00 on first 12 transfers each policy year, $25.00 on each transfer thereafter	$0.00 on first 12 transfers each policy year, $25.00 on each transfer thereafter
Accelerated Death Benefit Charge	At the time the accelerated death benefit is paid
Current:		$0.002	$0.002
Guaranteed:		$200.002	$200.002
Enhanced Cash Value Rider	Upon each premium payment
Current:		5.00% of premium paid in first 10 years up to one Target Premium	5.00% of premium paid in first 10 years up to one Target Premium
Guaranteed:		5.00% of all premium	5.00% of all premium

¹  A Surrender Charge is applicable for 10 policy years from the Policy Date and is calculated as a percentage of the premium paid up to the Target Premium at issue stated in the Policy Specifications page of your policy. A Surrender Charge is also applicable for 10 years from the effective date of any increase in Base Face Amount. The percentage applied to the calculation starts out at 100% and reduces over the Surrender Charge period. The Target Premium varies by the sex, Issue Age and underwriting risk class of the Insured person, the Base Face Amount and whether the policy is issued with the Long Term Accumulation Rider. For a 55 year old male, preferred

M Intelligent VUL   n   Statement of Additional Information B-43

Notes to financial statements

TIAA-CREF Life Separate Account VLI-2

non-tobacco underwriting risk, $1,500,000 Base Face Amount, $750,000 Supplemental Face Amount, year 1, who has paid a premium of $35,000, the Surrender Charges deducted would be $20,640 when the LTA Rider is not in effect and $0 when the LTA Rider is in effect.

²  In addition, the proceeds of the accelerated death benefit are discounted for 1 year at a rate equal to the greater of:

• the yield on 90-day Treasury bills on the date the application was approved, or

• the current maximum statutory adjustable policy loan interest rate equal to the Moody’s Corporate Bond Yield Average—Monthly Average Corporate, published by Moody’s Investors Service, Inc., for the calendar month ending two months prior to the date the request is approved.

The following tables describe the fees and expenses that a contractowner will pay periodically during the time he or she owns the VUL, not including the fees and expenses of the Portfolios:

		Amount Deducted
Charge	When charge is deducted	if the Long Term Accumulation Rider is not in effect	if Long Term Accumulation Rider is in Effect
Policy Fee	At the beginning of each policy month
Current:		$15.00	$8.00
Guaranteed:		$15.00	$8.00
Administrative Expense Charge—Base Face Amount coverage only	At the beginning of each policy month	(per $1,000 of Base Face Amount)	(per $1,000 of Base Face Amount)
Current:		$0.0039 to $0.3719 in first 10 years only	$0.0096 to $0.414 in first 10 years only
Guaranteed:		$0.0039 to $0.3719 in first 10 years only	$0.0096 to $0.414 in first 10 years only
Representative Charge3		$161.25*	$225.00*
Cost of Insurance4—Base Face Amount	At the beginning of each policy month	(per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)	(per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)
Generally Policy Dates before October 17, 2015:
Current:		$0.0041 to $79.1075	$0.0041 to $79.10167
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5		$0.3147	$0.3711
Generally Policy Dates on October 17, 2015 and thereafter:
Current:		$0.01307 to $79.1075	$0.015 to $65.44017
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5		$0.3147	$0.3657
Cost of Insurance4—Supplemental Face Amount	At the beginning of each policy month	(per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)	(per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)
Generally Policy Dates before October 17, 2015:
Current:		$0.0038 to $77.93	$0.0035 to $79.10167
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5		$0.3289	$0.2969
Generally Policy Dates on October 17, 2015 and thereafter:
Current:		$0.01199 to $63.286	$0.01375 to $54.25416
Guaranteed:		$0.015 to $79.1075	$0.015 to $79.10167
Example5		$0.3085	$0.3364

³  Charge is for a preferred non-tobacco underwriting risk, male Issue Age 55, and a $1,500,000 Base Face Amount and $750,000 Supplemental Face Amount Policy Year 1.

⁴  The Cost of Insurance charges vary based on Issue Age, gender (in most states), Underwriting Class, and Policy Year. The charge generally increases as the Issue Age increases. The Net Amount at Risk is equal to: the death benefit discounted for a month of interest minus the Policy Value on the Monthly Charge Date. The Cost of Insurance charges shown in the table may not be typical of the charges You will pay. Your Policy’s data page will indicate the guaranteed Cost of Insurance charge applicable to Your Policy, and more detailed information concerning your Cost of Insurance charges is discussed in the “Charges and Deductions—Monthly Charge” section of this prospectus and is available on request from our Administrative Office. Also, before you purchase the Policy, you may request personalized illustrations of hypothetical future benefits under the Policy based upon the Insured’s age and Underwriting Class, the death benefit option, face amount, planned Premiums, and requested Riders. Substandard classifications provide for higher rates with a maximum guaranteed annual rate of $1,000 per $1,000 of Net Amount at Risk and a maximum current annual rate of $1,000 per $1,000 of Net Amount at Risk.

⁵  Charge is for a preferred non-tobacco underwriting risk, male Issue Age 55, Policy Year 1.

B-44 Statement of Additional Information   n   M Intelligent VUL

continued

		Amount Deducted
Charge	When charge is deducted	if LTA Rider is not in effect	if LTA Rider is in effect
Asset Based Risk Charge—Generally Policy Dates before October 17, 2015:	At the beginning of each policy month	(% of Policy Value invested in the Investment Accounts)	(% of Policy Value invested in the Investment Accounts)
Current:		Yrs 1-15: 0.90%	Yrs 1-15: 0.36%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Guaranteed:		Yrs 1-15: 0.90%	Yrs 1-15: 0.36%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Asset Based Risk Charge—Generally Policy Dates on October 17, 2015 and thereafter:	At the beginning of each policy month	(% of Policy Value invested in the Investment Accounts)	(% of Policy Value invested in the Investment Accounts)
Current:		Yrs 1-15: 0.75%	Yrs 1-15: 0.24%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Guaranteed:		Yrs 1-15: 0.90%	Yrs 1-15: 0.36%
		Yrs 16+: 0.48%	Yrs 16+: 0.06%
Loan Interest Charge	Daily, charged against the Outstanding Loan Amount plus accrued interest
Current:		Yrs 1-10: 4.00%	Yrs 1-10: 4.00%
		Yrs 11+: 3.00%	Yrs 11+: 3.00%
Guaranteed:		Yrs 1-10: 4.50%	Yrs 1-10: 4.50%
		Yrs 11+: 3.50%	Yrs 11+: 3.50%
Extended Maturity Benefit		No Additional Charge	No Additional Charge
Reinstatement Interest Charge	Upon reinstatement of a Lapsed Policy	6% assessed against and added to unpaid Monthly Charges from the date the Policy Lapsed to the date it is reinstated.	6% assessed against and added to unpaid Monthly Charges from the date the Policy Lapsed to the date it is reinstated.
Charges for Other Benefits:6
Charitable Giving Benefit		No Additional Charge	No Additional Charge
Overloan Protection Endorsement		No Additional Charge7	No Additional Charge7
Waiver of Monthly Charges Rider	At the beginning of each policy month	(% of Monthly Charges other than the waiver charge until Insured age 65)	(% of Monthly Charges other than the waiver charge until Insured age 65)
Current:		3% to 10%	3% to 10%
Guaranteed:		3% to 10%	3% to 10%
Example8:		8.50%	8.50%

⁶  These charges may vary based on the Issue Age of the Insured, gender (in most states), Underwriting Class, Policy Value, Policy Year, Face Amount, death benefit option, and Net Amount at Risk. The charges shown in the table may not be typical of the charges You will pay. Your Policy’s data page will indicate the guaranteed charges applicable to Your Policy, and more detailed information concerning Your charges is available upon request from our Administrative Office.

⁷  There is no specific charge but the Policy Value will be reduced when the Overloan conditions are met.

⁸  Charge is for a male age 55.

Survivorship VUL Expenses

The following table describes the fees and expenses that a contractowner will pay at the time that he or she buys the Survivorship VUL, surrenders the Survivorship VUL, or transfers the Survivorship VUL value among the Sub-Accounts:

		Amount Deducted
Charge	When charge is deducted	Maximum guaranteed charge	Current charge
Premium Expense Charge (as a % of premium)	Upon receipt of each Premium payment	1st 10 Yrs: 10% Yrs 11+: 5%	Yrs 1 to 3: 10% Yrs 4 to 10 up to 10 Targets: 10% Yrs 4 to 10 above 10 Targets: 5% Yrs 11+: 5%
Partial Withdrawal Charge	At the time of each withdrawal	$20.00	$0.00
Transfer Charge	Upon transfer	$0.00 on first 12 transfers each policy year, $25.00 on each transfer thereafter	$0.00
Accelerated Death Benefit Charge1	At the time the accelerated death benefit is paid	$200.00	$0.00

¹  In addition, the proceeds of the accelerated death benefit are discounted for 1 year at a rate equal to the greater of:

• the yield on 90-day Treasury bills on the date the application was approved, or

• the current maximum statutory adjustable policy loan interest rate equal to the Moody’s Corporate Bond Yield Average—Monthly Average Corporate , published by Moody’s Investors Service, Inc., for the calendar month ending two months prior to the date the request is approved.

M Intelligent VUL   n   Statement of Additional Information B-45

Notes to financial statements

TIAA-CREF Life Separate Account VLI-2

The following tables describe the fees and expenses that a contractowner will pay periodically during the time he or she owns the Survivorship VUL, not including the fees and expenses of the Portfolios:

		Annual Amount Deducted
Charge	When charge is deducted	Maximum guaranteed charge	Current charge
Policy Fee	At the beginning of each policy month	$20 mo. X 12 $#061 $240	$20 mo. X 12 $#061 $240
Administrative Expense Charge—Base Face Amount (per $1,000 BFA in first 5 years only)	At the beginning of each policy month	Minimum $0.438192	Minimum $0.438192
		Maximum $56.3971	Maximum $56.39659128
		Representative Charge2 $27,822.36	Representative Charge2 $22,257.84
Administrative Expense Charge—Supplemental Face Amount (per $1,000 SFA in first 5 years only)	At the beginning of each policy month	Minimum $0.0657234 Maximum $8.5445166 Representative Charge2 $2.812.56	Minimum $0.06572016 Maximum $6.83561328 Representative Charge2 $2,250.00
Cost of Insurance3—Base Face Amount (per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)	At the beginning of each policy month	Minimum $0.000032 Maximum $1,000 Representative Charge4 $0.028735	Minimum $0.000032 Maximum $1,000 Representative Charge4 $0.001976
Cost of Insurance3—Supplemental Face Amount (per $1,000 of Net Amount at Risk—higher rates may apply to substandard risks)	At the beginning of each policy month	Minimum $0.000032 Maximum $1,000 Representative Charge4 $0.028735	Minimum $0.000032 Maximum $1,000 Representative Charge4 $0.001867

²  Charge is for preferred non-tobacco underwriting risks, male Issue Age 56, female Issue Age 55, $4,600,000 Base Face Amount, and a $3,100,000 Supplemental Face Amount, Premium of $55,000 in Policy Year 1.

³  The Cost of Insurance charges vary based on Issue Ages, sex (in most states), Underwriting Classes, and Policy Year. The charge generally increases as the Issue Age increases. The Net Amount at Risk is equal to: the death benefit discounted for a month of interest minus the Policy Value on the Monthly Charge Date. The cost of insurance charges shown in the table may not be typical of the charges You will pay. Your Policy’s data page will indicate the guaranteed cost of insurance charge applicable to Your Policy, and more detailed information concerning your cost of insurance charges is discussed in the “Charges and Deductions—Monthly Charge” section of this prospectus and is available on request from our Administrative Office. Also, before you purchase the Policy, you may request personalized illustrations of hypothetical future benefits under the Policy based upon each Insured’s sex in most states, age and Underwriting Class, the death benefit option, face amount, planned Premiums, and requested Riders. Substandard classifications provide for higher rates with a maximum guaranteed annual rate of $1,000 per $1,000 of Net Amount at Risk and a maximum current annual rate of $1,000 per $1,000 of Net Amount at Risk.

⁴  Charge is for preferred non-tobacco underwriting risks, male Issue Age 56, female Issue Age 55, $4,600,000 Base Face Amount, and a $3,100,000 Supplemental Face Amount, Policy Year 1.

		Annual Amount Deducted
Charge	When charge is deducted	Maximum guaranteed charge	Current charge
Asset Based Risk Charge (% of Policy Value invested in the Investment Accounts)	At the beginning of each policy month	Yrs 1 to 15: 0.60%	If policy value in the investment accounts is less than 25% of the face amount:
		Yrs 16+: 0.24%	Yrs 1 to 15: 0.60%
			Yrs 16+: 0.24%
			If policy value in the investment accounts is at least 25% of the face amount:
			Yrs 1 to 15: 0.42%
			Yrs 16+: 0.06%
Loan Interest Charge	Daily, charged against the Outstanding Loan Amount plus accrued interest	Yrs 1-10: 4.50%	Yrs 1-10: 4.00%
		Yrs 11+: 3.50%	Yrs 11+: 3.00%
Extended Maturity Benefit		No Additional Charge	No Additional Charge
Reinstatement Interest Charge	Upon reinstatement of a Lapsed Policy	6% assessed against and added to unpaid Monthly Charges from the date the Policy Lapsed to the date it is reinstated.	6% assessed against and added to unpaid Monthly Charges from the date the Policy Lapsed to the date it is reinstated.
Charges for Other Benefits:5
Charitable Giving Benefit		No Additional Charge	No Additional Charge
Overloan Protection Endorsement		No Additional Charge6	No Additional Charge6

⁵  These charges may vary based on the Issue Ages of the Insureds, gender (in most states), Underwriting Classes, Policy Value, Policy Year, Face Amount, death benefit option, and Net Amount at Risk. The charges shown in the table may not be typical of the charges You will pay. Your Policy’s data page will indicate the guaranteed charges applicable to Your Policy, and more detailed information concerning Your charges is available upon request from our Administrative Office.

⁶  There is no specific charge but the Policy Value will be reduced when the Overloan conditions are met.

B-46 Statement of Additional Information   n   M Intelligent VUL

continued

The Sub-Accounts indirectly pay expenses of the underlying funds. With respect to investments in the Funds, these include management fees paid to Advisors. TIAA-CREF Life provides all administrative services for the Sub-Accounts. TIAA-CREF Individual & Institutional Services, LLC, a subsidiary of TIAA, performs distribution functions for the contracts pursuant to a Principal Underwriting and Administrative Services Agreement.

Note 4—investments

Purchases and sales of securities for the Sub-Accounts for the year ended December 31, 2015 were as follows:

Sub-Account	Purchases		Sales
TIAA-CREF Life Balanced	$	310,261	$	113,708
TIAA-CREF Life Bond		800,157		29,194
TIAA-CREF Life Growth Equity		716,132		223,269
TIAA-CREF Life Growth & Income		371,702		131,934
TIAA-CREF Life International Equity		975,114		298,347
TIAA-CREF Life Large Cap Value		277,087		44,423
TIAA-CREF Life Money Market		20,021,595		19,968,723
TIAA-CREF Life Real Estate Securities		72,107		275,861
TIAA-CREF Life Small-Cap Equity		424,107		43,773
TIAA-CREF Life Social Choice Equity		177,134		27,871
TIAA-CREF Life Stock Index		3,842,642		1,031,675
Delaware VIP Diversified Income Series—Standard Class		1,224,184		28,432
Delaware VIP Small Cap Value Series—Standard Class		466,167		225,846
DFA VA Global Bond Portfolio		272,360		30,578
DFA VA Global Moderate Allocation Portfolio		4,233,100		630,811
DFA VA International Small Portfolio		942,874		396,552
DFA VA International Value Portfolio		1,709,500		967,487
DFA VA Short-Term Fixed Portfolio		146,177		115,714
DFA VA US Large Value Portfolio		1,487,918		535,608
DFA VA US Targeted Value Portfolio		548,647		134,870
John Hancock Emerging Markets Value Trust		241,791		14,617
M Capital Appreciation Fund		671,574		230,662
M International Equity Fund		1,482,535		189,959
M Large Cap Growth Fund		1,335,864		708,470
M Large Cap Value Fund		873,198		553,971
Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio—I Class		32,032		6,542
PIMCO VIT Global Bond Portfolio (Unhedged)—Instutitional Class		216,682		81,520
PIMCO VIT Real Return Portfolio—Institutional Class		343,577		25,602
PIMCO VIT Total Return Portfolio—Institutional Class		896,091		1,392,735
PVC Equity Income Account—Class I		485,277		147,399
PVC Midcap Account—Class 1		67,749		34,513
Prudential Series Fund-Natural Resources Portfolio—Class II		544,154		40,961
T. Rowe Price® Health Sciences Portfolio I		540,584		48,927
T. Rowe Price® Limited-Term Bond Portfolio		47,102		203,693
Templeton Developing Markets VIP Fund—Class 1		696,790		283,240
Vanguard VIF Capital Growth		841,332		427,150
Vanguard VIF Equity Index		4,040,204		482,331
Vanguard VIF High Yield Bond		967,458		865,840
Vanguard VIF Mid-Cap Index		1,059,517		702,432
Vanguard VIF REIT Index		799,124		57,963
Vanguard VIF Small Company Growth		752,424		550,908
Vanguard VIF Total Bond Market Index		2,144,684		168,124
Voya Russell Large Cap Growth Index Portfolio—Class I		647,677		9,588
VY Clarion Global Real Estate Portfolio—Class I		195,274		30,859

M Intelligent VUL   n   Statement of Additional Information B-47

Notes to financial statements

TIAA-CREF Life Separate Account VLI-2

Note 5—condensed financial information

												For the period or year ended December 31,
	Period			Accumulation Units Outstanding, End of Period		Accumulation Unit Value, Beginning of Period		Accumulation Unit Value, End of Period		Net Assets, End of Period		Ratio of Investment Income to Average Net Assets(d)(f)		Total Return(b)(h)
TIAA-CREF Life Balanced Fund Sub-Account
		2015			10,038		$26.33		$26.67		$267,670		3.97%		1.28%
		2014	(w)		3,206		25.07		26.33		84,403		5.95		5.01
TIAA-CREF Life Bond Fund Sub-Account
		2015			37,844		27.15		27.30		1,033,293		5.26		0.57
		2014			11,382		25.74		27.15		309,031		1.75		5.47
		2013	(o)		3,764		26.08		25.74		96,896		4.20		(1.28)
TIAA-CREF Life Growth Equity Fund Sub-Account
		2015			29,980		39.44		43.26		1,296,840		0.30		9.67
		2014			19,138		35.45		39.44		754,900		0.43		11.25
		2013	(p)		8,615		26.46		35.45		305,449		0.39		33.98
TIAA-CREF Life Growth & Income Fund Sub-Account
		2015			34,808		38.16		39.43		1,372,606		1.16		3.34
		2014			31,196		34.35		38.16		1,190,455		1.07		11.09
		2013	(q)		26,936		26.23		34.35		925,291		2.04		30.97
TIAA-CREF Life International Equity Fund Sub-Account
		2015			69,390		32.15		31.83		2,208,852		1.51		(0.98)
		2014			50,596		34.91		32.15		1,626,537		1.91		(7.90)
		2013	(o)		18,694		28.67		34.91		652,510		9.43		21.73
TIAA-CREF Life Large-Cap Value Fund Sub-Account
		2015			17,802		38.55		36.62		651,932		1.92		(5.00)
		2014			13,492		35.37		38.55		520,088		1.76		8.98
		2013	(r)		14,347		28.42		35.37		507,502		3.99		24.45
TIAA-CREF Life Money Market Fund Sub-Account
		2015			296,086		25.01		25.01		7,404,519		0.00		—
		2014			293,981		25.01		25.01		7,351,647		—		—
		2013			450,103		25.01		25.01		11,255,808		—		0.01
		2012	(i)		221,060		25.00		25.01		5,527,784		0.04		0.02
TIAA-CREF Life Real Estate Securities Fund Sub-Account
		2015			4,449		33.82		35.29		157,029		1.50		4.37
		2014			10,869		26.32		33.82		367,564		2.05		28.47
		2013			7,818		25.84		26.32		205,792		2.56		1.89
		2012	(l)		41		25.21		25.84		1,069		20.31		2.49
TIAA-CREF Life Small-Cap Equity Fund Sub-Account
		2015			21,188		38.34		38.29		811,233		0.89		(0.15)
		2014			13,412		35.89		38.34		514,268		0.92		6.85
		2013			3,235		25.66		35.89		116,084		1.77		39.87
		2012	(l)		45		25.00		25.66		1,147		7.32		2.63
TIAA-CREF Life Social Choice Equity Fund Sub-Account
		2015			12,558		38.18		37.15		466,505		2.98		(2.70)
		2014			9,754		34.40		38.18		372,363		1.93		10.98
		2013	(s)		3,457		31.55		34.40		118,920		8.50		9.02
TIAA-CREF Life Stock Index Fund Sub-Account
		2015			146,134		38.75		38.92		5,687,768		2.54		0.43
		2014			79,254		34.46		38.75		3,071,457		2.68		12.46
		2013			29,521		25.83		34.46		1,017,306		4.47		33.43
		2012	(k)		2,262		25.11		25.83		58,422		12.01		2.85

B-48 Statement of Additional Information   n   M Intelligent VUL

continued

												For the period or year ended December 31,
	Period			Accumulation Units Outstanding, End of Period		Accumulation Unit Value, Beginning of Period		Accumulation Unit Value, End of Period		Net Assets, End of Period		Ratio of Investment Income to Average Net Assets(d)(f)		Total Return(b)(h)
Delaware VIP Diversified Income Series-Standard Class Sub-Account
		2015			47,423		$25.05		$24.78		$1,174,904		1.66%		(1.08)%
		2014	(y)		44		25.05		25.05		1,099		—		—
Delaware VIP Small Cap Value Series-Standard Class Sub-Account
		2015			38,016		36.32		34.06		1,294,876		0.71		(6.22)
		2014			35,500		34.31		36.32		1,289,366		0.52		5.86
		2013			23,432		25.70		34.31		803,916		0.13		33.51
		2012	(l)		162		25.19		25.70		4,164		—		2.03
DFA VA Global Bond Portfolio Sub-Account
		2015			16,103		26.36		26.77		431,017		2.52		1.55
		2014			7,368		25.62		26.36		194,221		3.51		2.88
		2013	(t)		318		25.78		25.62		8,150		0.58		(0.62)
DFA VA Global Moderate Allocation Portfolio Sub-Account
		2015			247,828		26.48		25.94		6,428,159		2.26		(2.04)
		2014	(x)		110,504		26.19		26.48		2,925,864		10.28		1.10
DFA VA International Small Portfolio Sub-Account
		2015			44,164		31.47		33.29		1,470,424		2.41		5.81
		2014			30,257		33.39		31.47		952,069		2.69		(5.78)
		2013			12,465		26.28		33.39		416,269		4.18		27.07
		2012	(j)		2,660		23.37		26.28		69,895		6.59		12.46
DFA VA International Value Portfolio Sub-Account
		2015			102,282		30.69		28.55		2,920,135		3.22		(6.96)
		2014			81,768		33.05		30.69		2,509,100		5.74		(7.16)
		2013			36,406		27.17		33.05		1,203,275		4.97		21.65
		2012	(j)		3,583		24.24		27.17		97,359		8.05		12.07
DFA VA Short-Term Fixed Portfolio Sub-Account
		2015			57,487		25.19		25.26		1,452,386		0.31		0.30
		2014			56,511		25.15		25.19		1,423,414		0.34		0.15
		2013	(s)		813		25.14		25.15		20,441		0.91		0.06
DFA VA US Large Value Portfolio Sub-Account
		2015			70,730		41.86		40.43		2,859,890		2.23		(3.41)
		2014			52,793		38.37		41.86		2,209,923		2.53		9.08
		2013			20,633		27.25		38.37		791,772		3.68		40.82
		2012	(l)		767		26.69		27.25		20,910		8.17		2.12
DFA VA US Targeted Value Portfolio Sub-Account
		2015			30,446		40.72		38.59		1,175,034		1.47		(5.23)
		2014			22,636		39.27		40.72		921,796		1.45		3.71
		2013	(u)		6,334		30.27		39.27		248,711		1.70		29.74
John Hancock Emerging Markets Value Trust Sub-Account
		2015	(aa)		9,204		25.97		20.56		189,238		4.76		(20.83)
M Capital Appreciation Fund Sub-Account
		2015			36,285		40.36		37.71		1,368,119		—		(6.58)
		2014			29,058		35.90		40.36		1,172,813		—		12.42
		2013			16,605		25.79		35.90		596,146		—		39.20
		2012	(m)		215		24.06		25.79		5,549		8.74		7.21
M International Equity Fund Sub-Account
		2015			101,249		28.82		27.68		2,802,717		2.32		(3.94)
		2014			58,713		31.01		28.82		1,691,948		2.98		(7.06)
		2013			32,169		26.65		31.01		997,417		4.42		16.32
		2012	(m)		1,128		24.59		26.65		30,074		29.06		8.39

M Intelligent VUL   n   Statement of Additional Information B-49

Notes to financial statements

TIAA-CREF Life Separate Account VLI-2

												For the period or year ended December 31,
	Period			Accumulation Units Outstanding, End of Period		Accumulation Unit Value, Beginning of Period		Accumulation Unit Value, End of Period		Net Assets, End of Period		Ratio of Investment Income to Average Net Assets(d)(f)		Total Return(b)(h)
M Large Cap Growth Fund Sub-Account
		2015			56,871		$37.99		$40.91		$2,326,821		0.03%		7.70%
		2014			51,378		34.47		37.99		1,951,739		0.06		10.21
		2013			24,556		25.32		34.47		846,377		0.91		36.15
		2012	(k)		418		24.52		25.32		10,578		—		3.23
M Large Cap Value Fund Sub-Account
		2015			46,955		38.58		38.33		1,799,605		1.48		(0.66)
		2014			43,376		35.17		38.58		1,673,417		1.54		9.68
		2013			24,389		26.21		35.17		857,848		4.28		34.22
		2012	(m)		156		25.04		26.21		4,098		—		4.67
Neuberger Berman Advisers Management Trust Mid Cap Intrinsic Value Portfolio-I Class Sub-Account
		2015			1,189		40.11		36.77		43,709		0.86		(8.34)
		2014			596		35.23		40.11		23,899		1.90		13.84
		2013			142		25.71		35.23		5,016		1.08		37.05
		2012	(l)		1		25.35		25.71		34		—		1.43
PIMCO VIT Global Bond Portfolio (Unhedged)-Institutional Class Sub-Account
		2015			24,084		24.41		23.47		565,146		1.96		(3.89)
		2014			18,878		23.84		24.41		460,878		2.66		2.42
		2013			4,223		26.01		23.84		100,664		0.96		(8.34)
		2012	(l)		343		26.24		26.01		8,910		20.44		(0.88)
PIMCO VIT Real Return Portfolio-Institutional Class Sub-Account
		2015			19,963		24.70		24.07		480,487		6.33		(2.56)
		2014			7,856		23.92		24.70		194,036		1.54		3.25
		2013			3,000		26.31		23.92		71,763		2.77		(9.08)
		2012	(k)		1,212		25.90		26.31		31,902		10.01		1.60
PIMCO VIT Total Return Portfolio-Institutional Class Sub-Account
		2015			65,889		27.04		27.20		1,792,343		4.72		0.60
		2014			88,454		25.89		27.04		2,391,892		2.62		4.44
		2013			37,077		26.37		25.89		960,003		2.78		(1.81)
		2012	(l)		563		26.19		26.37		14,855		16.71		0.70
PVC Equity Income Account-Class 1 Sub-Account
		2015			40,018		37.22		35.75		1,430,765		2.51		(3.93)
		2014			31,755		32.99		37.22		1,181,771		2.95		12.80
		2013			11,903		25.92		32.99		392,690		4.01		27.30
		2012	(m)		255		24.97		25.92		6,614		—		3.78
PVC MidCap Account-Class 1 Sub-Account
		2015			8,736		39.99		40.65		355,126		0.52		1.64
		2014			8,940		35.40		39.99		357,528		0.52		12.99
		2013			12,217		26.43		35.40		432,439		2.02		33.93
		2012	(m)		154		25.43		26.43		4,065		—		3.94
Prudential Series Fund-Natural Resources Portfolio-Class II Sub-Account
		2015			35,253		20.46		14.56		513,329		—		(28.85)
		2014			9,992		25.51		20.46		204,489		—		(19.79)
		2013			3,791		23.25		25.51		96,715		—		9.76
		2012	(l)		340		23.33		23.25		7,899		—		(0.36)
T. Rowe Price® Health Sciences Portfolio I Sub-Account
		2015	(z)		16,887		26.63		28.43		480,018		—		6.74
T. Rowe Price® Limited-Term Bond Portfolio Sub-Account
		2015			4,489		25.48		25.56		114,739		1.13		0.31
		2014			10,697		25.32		25.48		272,585		1.19		0.64
		2013			923		25.29		25.32		23,378		1.54		0.13
		2012	(n)		556		25.27		25.29		14,066		1.97		0.07

B-50 Statement of Additional Information   n   M Intelligent VUL

continued

												For the period or year ended December 31,
	Period			Accumulation Units Outstanding, End of Period		Accumulation Unit Value, Beginning of Period		Accumulation Unit Value, End of Period		Net Assets, End of Period		Ratio of Investment Income to Average Net Assets(d)(f)		Total Return(b)(h)
Templeton Developing Markets VIP Fund-Class 1 Sub-Account
		2015			62,929		$23.40		$18.86		$1,186,684		2.39%		(19.42)%
		2014			54,180		25.46		23.40		1,267,957		1.51		(8.09)
		2013			20,087		25.65		25.46		511,466		2.40		(0.73)
		2012	(l)		321		24.32		25.65		8,229		—		5.48
Vanguard VIF Capital Growth Sub-Account
		2015			59,981		43.38		44.52		2,670,275		1.06		2.62
		2014			52,955		36.63		43.38		2,297,178		0.76		18.43
		2013			32,077		26.45		36.63		1,174,981		0.28		38.48
		2012	(j)		2,495		25.22		26.45		65,985		—		4.86
Vanguard VIF Equity Index Sub-Account
		2015			197,687		35.57		36.02		7,120,359		1.44		1.27
		2014			105,191		31.34		35.57		3,741,427		1.40		13.51
		2013	(v)		54,016		26.39		31.34		1,692,626		—		18.73
Vanguard VIF High Yield Bond Sub-Account
		2015			52,158		29.46		29.00		1,512,553		5.48		(1.58)
		2014			52,167		28.22		29.46		1,537,063		4.22		4.40
		2013			19,677		27.05		28.22		555,292		0.62		4.35
		2012	(l)		1		26.53		27.05		17		—		1.96
Vanguard VIF Mid-Cap Index Sub-Account
		2015			51,772		39.17		38.61		1,998,693		1.19		(1.43)
		2014			46,172		34.48		39.17		1,808,421		0.76		13.59
		2013			15,456		25.55		34.48		532,927		0.51		34.93
		2012	(j)		2,375		24.18		25.55		60,698		—		5.70
Vanguard VIF REIT Index Sub-Account
		2015			35,389		33.99		34.74		1,229,498		1.48		2.22
		2014			15,351		26.12		33.99		521,728		2.75		30.11
		2013			8,341		25.53		26.12		217,886		1.75		2.33
		2012	(j)		5,916		25.04		25.53		151,025		—		1.93
Vanguard VIF Small Company Growth Sub-Account
		2015			24,530		38.61		37.54		920,919		0.34		(2.75)
		2014			23,036		37.34		38.61		889,306		0.18		3.38
		2013			4,533		25.48		37.34		169,291		0.34		46.54
		2012	(j)		1,203		24.24		25.48		30,646		—		5.13
Vanguard VIF Total Bond Market Index Sub-Account
		2015			109,235		26.57		26.66		2,912,122		1.55		0.33
		2014			36,476		25.09		26.57		969,179		1.44		5.89
		2013			10,631		25.68		25.09		266,750		0.38		(2.29)
		2012	(m)		212		25.76		25.68		5,441		—		(0.32)
Voya Russell Large Cap Growth Index Portfolio-Class I Sub-Account
		2015			20,440		37.30		40.14		820,376		0.87		7.60
		2014			4,560		32.98		37.30		170,094		1.35		13.10
		2013			5,791		24.99		32.98		190,979		0.70		32.00
		2012	(n)		1,419		25.37		24.99		35,454		—		(1.53)
VY Clarion Global Real Estate Portfolio-Class I Sub-Account
		2015			12,838		32.59		32.13		412,512		2.95		(1.42)
		2014			8,143		28.58		32.59		265,430		1.05		14.07
		2013			3,743		27.49		28.58		106,948		0.27		3.95
		2012	(l)		1		26.36		27.49		35		—		4.29

M Intelligent VUL   n   Statement of Additional Information B-51

Notes to financial statements concluded

TIAA-CREF Life Separate Account VLI-2

(b) Not annualized for periods less than one year.

(d) Periods less than one year are annualized and are not necessarily indicative of a full year of operations.

(f) These amounts represent the dividends, excluding distributions of capital gains, received by the Sub-Account from the underlying mutual fund, net of management fees assessed by the underlying fund manager, divided by the average net assets. These ratios exclude those expenses, such as morality and expense charges, that are assessed against contractowner accounts either through reductions in the unit values of the redemption of units, if any. The recognition of investment income by the Sub-Account is affected by the timing of declaration of dividends by the underlying fund in which the Sub-Account invests.

(h) These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. Investment options with a date notation indicate the effective date of that investment option in the Sub-Account. The total return is calculated for each period indicated or from the effective date through the end of the reporting period, which is not annualized.

(i) Sub-Account commenced operations July 5, 2012.

(j) Sub-Account commenced operations August 8, 2012.

(k) Sub-Account commenced operations September 5, 2012.

(l) Sub-Account commenced operations November 1, 2012.

(m) Sub-Account commenced operations November 12, 2012.

(n) Sub-Account commenced operations December 18, 2012.

(o) Sub-Account commenced operations March 21, 2013.

(p) Sub-Account commenced operations January 18, 2013

(q) Sub-Account commenced operations January 9, 2013.

(r) Sub-Account commenced operations February 27, 2013.

(s) Sub-Account commenced operations September 16, 2013.

(t) Sub-Account commenced operations March 18, 2013.

(u) Sub-Account commenced operations March 7, 2013.

(v) Sub-Account commenced operations April 24, 2013.

(w) Sub-Account commenced operations March 28, 2014.

(x) Sub-Account commenced operations May 21, 2014.

(y) Sub-Account commenced operations December 31, 2014.

(z) Sub-Account commenced operations January 29, 2015.

(aa) Sub-Account commenced operations February 3, 2015.

Note 6—subsequent event

The Board of Trustees of the TIAA-CREF Life Funds approved a restructuring of the TIAA-CREF Life Money Market Fund as a “Government” money market instrument, in compliance with Securities and Exchange Commission Final Rule Release No. 33-9616, Money Market Reform; Amendments to Form PF requiring all money market funds to restructure as retail, institutional or government. The restructuring will be effective by October 14, 2016.

B-52 Statement of Additional Information   n   M Intelligent VUL

Table of contents

TIAA-CREF LIFE INSURANCE COMPANY December 31, 2015:
Report of management responsibility
Independent auditor’s report	B-54
Statutory–basis financial statements
Statements of admitted assets, liabilities and capital and surplus	B-55
Statements of operations	B-56
Statements of changes in capital and surplus	B-57
Statements of cash flows	B-58
Notes to financial statements	B-59

M Intelligent VUL   n   Statement of Additional Information B-53

Independent auditor’s report

To the Board of Directors of TIAA-CREF Life Insurance Company

We have audited the accompanying statutory-basis financial statements of TIAA-CREF Life Insurance Company, which comprise the statutory-basis statements of admitted assets, liabilities and capital and surplus as of December 31, 2015 and 2014 and the related statutory-basis statements of operations, of changes in capital and surplus and of cash flows for each of the three years in the period ended December 31, 2015.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of the statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statutory-basis financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on the statutory-basis financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statutory-basis financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for adverse opinion on U.S. generally accepted accounting principles

As described in Note 2 to the statutory-basis financial statements, the statutory-basis financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by the New York State Department of Financial Services, which is a basis of accounting other than accounting principles generally accepted in the United States of America.

The effects on the statutory-basis financial statements of the variances between the statutory basis of accounting described in Note 2 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

Adverse opinion on U.S. generally accepted accounting principles

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles section, the statutory-basis financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2015 and 2014, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2015.

Opinion on statutory-basis of accounting

In our opinion, the statutory-basis financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and capital and surplus of the Company as of December 31, 2015 and 2014, and the results of its operations, changes in capital and surplus and its cash flows for each of the three years in the period ended December 31, 2015, in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services described in Note 2.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 11, 2016

B-54 Statement of Additional Information   n   M Intelligent VUL

Statutory–basis statements of admitted assets, liabilities and capital and surplus

TIAA-CREF Life Insurance Company

	December 31,
(in thousands)	2015			2014
ADMITTED ASSETS
Bonds	$	5,242,138		$	4,743,873
Preferred stocks		183			183
Common stocks		879			607
Cash, cash equivalents and short-term investments		166,031			90,507
Contract loans		18,683			16,077
Other long-term investments		9,638			10,847
Investment income due and accrued		47,860			43,297
Federal income tax recoverable from TIAA		1,634			86
Net deferred federal income tax asset		18,469			17,494
Other assets		46,065			56,943
Separate account assets		5,222,661			4,851,892
Total admitted assets	$	10,774,241		$	9,831,806
LIABILITIES, CAPITAL AND SURPLUS
Liabilities
Reserves for life and health, annuities and deposit-type contracts	$	5,121,946		$	4,550,556
Asset valuation reserve		33,643			27,305
Interest maintenance reserve		1,218			7,066
Other amounts payable on reinsurance		23,724			28,647
Other liabilities		27,480			25,450
Separate account liabilities		5,203,712			4,838,207
Total liabilities		10,411,723			9,477,231
Capital and Surplus
Capital (2,500 shares of $1,000 par value common stock issued and outstanding)		2,500			2,500
Additional paid-in capital		407,500			357,500
Surplus (deficit)		(47,482	)		(5,425	)
Total capital and surplus		362,518			354,575
Total liabilities, capital and surplus	$	10,774,241		$	9,831,806

See notes to statutory-basis financial statements M Intelligent VUL   n   Statement of Additional Information B-55

Statutory–basis statements of operations

TIAA-CREF Life Insurance Company

	For the Years Ended December 31,
(in thousands)	2015			2014			2013
REVENUES
Insurance and annuity premiums and other considerations	$	716,392		$	677,464		$	481,814
Net investment income		181,541			162,279			150,329
Commissions and expense allowances on reinsurance ceded		28,376			29,581			29,607
Reserve adjustments on reinsurance ceded		51,598			59,209			58,534
Other revenue		24,860			21,788			16,626
Total revenues	$	1,002,767		$	950,321		$	736,910
EXPENSES
Policy and contract benefits	$	173,712		$	181,624		$	118,156
Increase in policy and contract reserves		366,031			349,405			320,016
Insurance expenses and taxes (excluding federal income taxes)		146,618			127,947			110,293
Commissions on premiums		33,930			34,937			31,785
Interest on deposit-type contracts		30,105			25,616			26,752
Net transfers to separate accounts		259,745			227,552			143,230
Transfers to deposit-type contracts		24,337			16,868			9,020
Total expenses	$	1,034,478		$	963,949		$	759,252
Income (loss) before federal income tax and net realized capital gains (losses)	$	(31,711	)	$	(13,628	)	$	(22,342	)
Federal income tax expense		3,543			6,867			6,949
Net realized capital gains (losses) less capital gains taxes, after transfers to the interest maintenance reserve		(4,539	)		2,969			(37	)
Net income (loss)	$	(39,793	)	$	(17,526	)	$	(29,328	)

B-56 Statement of Additional Information   n   M Intelligent VUL See notes to statutory-basis financial statements

Statutory–basis statements of changes in capital and surplus

TIAA-CREF Life Insurance Company

(in thousands)	Capital Stock		Additional Paid-In Capital		Surplus (Deficit)			Total
Balance, December 31, 2012	$	2,500	$	357,500	$	52,931		$	412,931
Net income (loss)		—		—		(29,328	)		(29,328	)
Net unrealized capital gains on investments		—		—		314			314
Change in asset valuation reserve		—		—		(3,773	)		(3,773	)
Change in surplus in separate accounts		—		—		(3,680	)		(3,680	)
Change in liability for reinsurance in unauthorized companies		—		—		(6,837	)		(6,837	)
Change in net deferred income tax		—		—		16,015			16,015
Change in non-admitted assets:
Deferred federal income tax asset		—		—		(10,488	)		(10,488	)
Deferred premium asset limitation		—		—		(1,321	)		(1,321	)
Balance, December 31, 2013	$	2,500	$	357,500	$	13,833		$	373,833
Net income (loss)		—		—		(17,526	)		(17,526	)
Net unrealized capital gains on investments		—		—		54			54
Change in asset valuation reserve		—		—		(9,368	)		(9,368	)
Change in surplus in separate accounts		—		—		3,663			3,663
Change in liability for reinsurance in unauthorized companies		—		—		(88	)		(88	)
Change in net deferred income tax		—		—		10,932			10,932
Change in non-admitted assets:
Deferred federal income tax asset		—		—		(5,237	)		(5,237	)
Deferred premium asset limitation		—		—		(1,638	)		(1,638	)
Other assets		—		—		(50	)		(50	)
Balance, December 31, 2014	$	2,500	$	357,500	$	(5,425	)	$	354,575
Net income (loss)		—		—		(39,793	)		(39,793	)
Net unrealized capital gains on investments		—		—		290			290
Change in asset valuation reserve		—		—		(6,338	)		(6,338	)
Change in surplus in separate accounts		—		—		3,441			3,441
Change in liability for reinsurance in unauthorized companies		—		—		3,199			3,199
Change in net deferred income tax		—		—		16,437			16,437
Change in non-admitted assets:
Deferred federal income tax asset		—		—		(15,462	)		(15,462	)
Deferred premium asset limitation		—		—		(1,929	)		(1,929	)
Other assets		—		—		(1,902	)		(1,902	)
Capital contribution		—		50,000		—			50,000
Balance, December 31, 2015	$	2,500	$	407,500	$	(47,482	)	$	362,518

See notes to statutory-basis financial statements M Intelligent VUL   n   Statement of Additional Information B-57

Statutory–basis statements of cash flows

TIAA-CREF Life Insurance Company

	For the Years Ended December 31,
(in thousands)	2015			2014			2013
CASH FROM OPERATIONS
Insurance and annuity premiums and other considerations	$	708,531		$	670,596		$	500,895
Miscellaneous income		44,258			48,947			34,259
Net investment income		176,308			159,529			149,421
Total Receipts		929,097			879,072			684,575
Policy and contract benefits		105,002			120,851			76,543
Commissions and expenses paid		204,007			180,525			150,895
Federal income tax (benefit) expense		6,819			10,636			(4,426	)
Net transfers to separate accounts		256,943			228,279			144,632
Total Disbursements		572,771			540,291			367,644
Net cash from operations		356,326			338,781			316,931
CASH FROM INVESTMENTS
Proceeds from long-term investments sold, matured, or repaid:
Bonds		473,427			518,847			594,673
Stocks		26			2,500			—
Other invested assets		—			2,000			—
Net gains on cash, cash equivalents and short-term investments		5			31			12
Cost of investments acquired:
Bonds		979,161			1,135,774			1,014,981
Net increase in contract loans		2,606			5,610			3,338
Net cash from investments		(508,309	)		(618,006	)		(423,634	)
CASH FROM FINANCING AND OTHER
Additional paid in capital		50,000			—			—
Net deposits on deposit-type contracts funds		175,461			259,540			127,392
Other cash provided (applied)		2,046			(4,690	)		6,240
Net cash from financing and other		227,507			254,850			133,632
NET CHANGE IN CASH, CASH EQUIVALENTS & SHORT-TERM INVESTMENTS		75,524			(24,375	)		26,929
CASH, CASH EQUIVALENTS & SHORT-TERM INVESTMENTS, BEGINNING OF YEAR		90,507			114,882			87,953
CASH, CASH EQUIVALENTS & SHORT-TERM INVESTMENTS, END OF YEAR	$	166,031		$	90,507		$	114,882

B-58 Statement of Additional Information   n   M Intelligent VUL See notes to statutory-basis financial statements

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

Note 1—organization and operations

TIAA-CREF Life Insurance Company commenced operations as a legal reserve life insurance company under the insurance laws of the State of New York on December 18, 1996, under its former name, TIAA Life Insurance Company and changed its name to TIAA-CREF Life Insurance Company (“TIAA-CREF Life” or the “Company”) on May 1, 1998. TIAA-CREF Life is a direct wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA” or the “Parent”), a legal reserve life insurance company established under the insurance laws of the State of New York in 1918.

The Company issues non-qualified annuity contracts with fixed and variable components, fixed and variable universal life contracts, funding agreements, book value separate account agreements, term-life insurance and single premium immediate annuities.

Note 2—significant accounting policies

Basis of presentation:

The accompanying financial statements have been prepared on the basis of statutory accounting principles prescribed or permitted by the New York State Department of Financial Services (“NYDFS” or the “Department”); a comprehensive basis of accounting that differs from accounting principles generally accepted in the United States (“GAAP”). The Department requires insurance companies domiciled in the State of New York to prepare their statutory-basis financial statements in accordance with the National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviation prescribed or permitted by the Department (“New York SAP”).

The table below provides a reconciliation of the Company’s net income and capital and surplus between NAIC SAP and the New York SAP annual statement filed with the Department.

The deferred premium asset limitation results from the Department requiring that any deferred premium asset established along with the corresponding mean reserve should be reduced by the proportionate amount reinsured on a coinsurance basis. Under this approach the deferred premium asset for reinsurance is adjusted based upon the premium mode of the direct policy rather than the premium mode of the reinsurance agreement.

The additional reserve for the term conversions results from the Department requiring in Regulation No. 147 (11NYCRR 98) Valuation of Life Insurance Reserves Section 98.4 for any policy which guarantees renewal, or conversion to another policy, without evidence of insurability, additional reserves shall be held that account for excess mortality due to anti-selection with appropriate margins to cover expenses and risk of moderately adverse deviations in experience.

	For the Years Ended December 31,
(in thousands)	2015			2014			2013
Net Loss, New York SAP	$	(39,793	)	$	(17,526	)	$	(29,328	)
New York SAP Prescribed Practices:
Additional Reserves for:
Term Conversions		392			330			340
Net Loss, NAIC SAP	$	(39,401	)	$	(17,196	)	$	(28,988	)
Capital and Surplus, New York SAP	$	362,518		$	354,575		$	373,833
New York SAP Prescribed Practices:
Deferred Premium Asset Limitation		32,635			30,706			29,068
Additional Reserves for:
Term Conversions		2,651			2,259			1,929
Deferred and Payout Annuities issued after 2000		1			1			2
Capital and Surplus, NAIC SAP	$	397,805		$	387,541		$	404,832

Accounting Principles Generally Accepted in the United States: The Financial Accounting Standards Board (“FASB”) dictates the accounting principles for financial statements that are prepared in conformity with GAAP with applicable authoritative accounting pronouncements. As a result, the Company cannot refer to financial statements prepared in accordance with NAIC SAP and New York SAP as having been prepared in accordance with GAAP.

The primary differences between GAAP and NAIC SAP can be summarized as follows:

Under GAAP:

• Investments in bonds considered to be “available for sale” are carried at fair value under GAAP rather than at amortized cost under NAIC SAP;

M Intelligent VUL    n   Statement of Additional Information B-59

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

• Impairments on securities (other than loan-backed and structured securities) due to credit losses are recorded as other-than-temporary impairments (“OTTI”) through earnings for the difference between amortized cost and discounted cash flows when a security is deemed impaired. Other declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity. Under NAIC SAP, an impairment for such securities is recorded through earnings for the difference between amortized cost and fair value;

• For loan-backed and structured securities that are other-than-temporarily impaired, declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity. Under NAIC SAP, such declines in fair value are not recorded until a credit loss occurs;

• Changes in the allowance for estimated uncollectible amounts related to mortgage loans are recorded through earnings under GAAP rather than as unrealized losses on impairments included in the Asset Valuation Reserve, which is a component of surplus under NAIC SAP;

• Changes in the value of certain other long-term investments accounted for under the equity method of accounting are recorded through earnings under GAAP rather than as unrealized gains (losses), which is a component of surplus under NAIC SAP;

• Investments in wholly-owned subsidiaries, other entities under the control of the parent, and certain variable interest entities are consolidated in the parent’s financial statements rather than being carried at the parent’s share of the underlying GAAP equity or statutory surplus of a domestic insurance subsidiary;

• Contracts that contain an embedded derivative are not bifurcated between components and are accounted for as part of the host contract, whereas under GAAP, the embedded derivative would be bifurcated from the host contract and accounted for separately;

• Certain assets designated as “non-admitted assets” and excluded from assets in the statutory balance sheet are included in the GAAP balance sheet;

• Surplus notes are reported as a liability rather than a component of capital and contingency reserves;

• The Asset Valuation Reserve (“AVR”) is eliminated as it is not recognized under GAAP. The AVR is established under NAIC SAP with changes recorded as a direct charge to surplus;

• The Interest Maintenance Reserve (“IMR”) is eliminated as it is not recognized under GAAP. The realized gains and losses resulting from changes in interest rates are reported as a component of net income under GAAP rather than being deferred and subsequently amortized into income over the remaining expected life of the investment sold;

• Dividends on participating policies are accrued when earned under GAAP rather than being recognized for the year when they are approved;

• Policy acquisition costs, such as commissions, and other costs incurred in connection with acquiring new business, are deferred and amortized over the expected lives of the policies issued under GAAP rather than being expensed when incurred;

• Policy and contract reserves are based on management’s best estimates of expected mortality, morbidity, persistency and interest under GAAP rather than being based on statutory mortality, morbidity and interest requirements;

• Deferred income taxes, subject to valuation allowance, include federal and state income taxes and changes in the deferred tax are reflected in earnings. Under NAIC SAP, deferred taxes exclude state income taxes and are admitted to the extent they can be realized within three years subject to a 15% limitation of capital and surplus with changes in the net deferred tax reflected as a component of surplus;

• Contracts that do not subject the Company to risks arising from policyholder mortality or morbidity are reported as a deposit liability. Under NAIC SAP, contracts that have any mortality and morbidity risk, regardless of significance, and contracts with life contingent annuity purchase rate guarantees are classified as insurance contracts and amounts received under these contracts are reported as revenue;

• Assets and liabilities are reported gross of reinsurance under GAAP and net of reinsurance under NAIC SAP. Certain reinsurance transactions are accounted for as financing transactions under GAAP and as reinsurance under NAIC SAP. Transactions recorded as financing have no impact on premiums or losses incurred, while under NAIC SAP, premiums paid to the reinsurer are recorded as ceded premiums (a reduction in revenue) and expected reimbursement for losses from the reinsurer are recorded as a reduction in losses;

• When reserves ceded to an unauthorized reinsurer exceed the assets or letters of credit supporting the reserves no liability is established under GAAP. Under NAIC SAP, a liability is established and changes to these amounts are credited or charged directly to unassigned surplus (deficit).

The effects of these differences, while not determined, are presumed to be material.

Use of Estimates: The preparation of statutory-basis financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities at the date of the financial statements. Management is also required to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

B-60 Statement of Additional Information   n   M Intelligent VUL

continued

The most significant estimates include those used in the recognition of other-than-temporary impairments, reserves for life and health insurance, annuities and deposit-type contracts and the valuation of deferred tax assets.

Accounting policies:

The following is a summary of the significant accounting policies followed by the Company:

Investments: Publicly traded securities are accounted for as of the date the investments are purchased or sold (trade date). Other investments are recorded on the settlement date. Realized capital gains and losses on investment transactions are accounted for under the specific identification method. A realized loss is recorded when an impairment is considered to be other-than-temporary.

Bonds: Bonds are stated at amortized cost using the current effective interest method. Bonds in or near default (rated NAIC 6) are stated at the lower of amortized cost or fair value. Bonds the Company intends to sell prior to maturity (“held for sale”) are stated at the lower of amortized cost or fair value.

Included within bonds are loan-backed and structured securities. Estimated future cash flows and expected prepayment speeds are used to determine the amortization of loan-backed and structured securities under the prospective method. Expected future cash flows and prepayment speeds are evaluated quarterly. Certain loan-backed and structured securities are reported at the lower of amortized cost or fair value as a result of the NAIC modeling process.

If it is determined that a decline in the fair value of a bond, excluding loan-backed and structured securities, is other-than-temporary, the cost basis of the bond is written down to fair value and the amount of the write down is accounted for as a realized loss. The new cost basis is not changed for subsequent recoveries in fair value. Future declines in fair value which are determined to be other-than-temporary are recorded as realized losses.

For loan-backed and structured securities, which the Company has the intent and ability to hold for a period of time sufficient to recover the amortized cost basis, when an OTTI has occurred because the Company does not expect to recover the entire amortized cost basis of the security, the amount of the OTTI recognized as a realized loss is the difference between the security’s amortized cost basis and the present value of cash flows expected to be collected, discounted at the loan-backed or structured security’s effective interest rate.

For loan-backed and structured securities, when an OTTI has occurred because the Company intends to sell the security or the Company does not have the intent and ability to retain the security for a period of time sufficient to recover the amortized cost basis, the amount of the OTTI realized is the difference between the security’s amortized cost basis and fair value at the balance sheet date.

In periods subsequent to the recognition of an OTTI loss for a loan-backed or structured security, the Company accounts for the other-than-temporarily impaired security as if the security had been purchased on the measurement date of the impairment. The difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income in future periods based on prospective changes in cash flow estimates.

Preferred Stocks: Preferred stocks are stated at amortized cost unless they have an NAIC rating designation of 4, 5, or 6 which are stated at the lower of amortized cost or fair value. The fair values of preferred stocks are determined using prices provided by third party pricing services or valuations from the NAIC. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Common Stocks: Unaffiliated common stocks are stated at fair value, which is based on quoted market prices, where available. Changes in fair value are recorded through surplus as an unrealized gain or loss. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Other Long-term Investments: Other long-term investments include the Company’s investments in surplus notes, which are stated at amortized cost. All of the Company’s investments in surplus notes have an NAIC 1 rating designation.

The Company monitors the effects of current and expected market conditions and other factors on these investments to identify and quantify any impairment in value. The Company assesses the investments for potential impairment by performing analysis between the fair value and the cost basis of the investments. The Company evaluates recoverability of the asset to determine if OTTI is warranted. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Investments in wholly-owned subsidiaries are stated at the value of their underlying net assets as follows: (1) domestic insurance subsidiaries are stated at the value of their underlying statutory surplus; (2) non-insurance subsidiaries are stated at the value of their underlying audited GAAP equity. Dividends and distributions from subsidiaries are recorded in investment income to the extent they are not in excess of the investee’s undistributed accumulated earnings and changes in the equity of subsidiaries are recorded directly to surplus as unrealized gains or losses.

M Intelligent VUL    n   Statement of Additional Information B-61

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

Cash and Cash Equivalents: Cash includes cash on deposit and cash equivalents. Cash equivalents are short-term, highly liquid investments, with original maturities of three months or less at the date of purchase and are stated at amortized cost.

Short-Term Investments: Short-term investments (investments with remaining maturities of one year or less at the time of acquisition, excluding those investments classified as cash equivalents) that are not impaired are stated at amortized cost using the straight line interest method. Short-term investments that are impaired are stated at the lower of amortized cost or fair value.

Contract Loans: Contract loans are stated at outstanding principal balances. The excess of unpaid contract loan balances over the cash surrender value, if any, is non-admitted and reflected as an adjustment to surplus. Interest income on such contract loans is recorded as earned using the contractually agreed upon interest rate.

Investment Income Due and Accrued: Investment income due is investment income earned and legally due to be paid to the Company at the reporting date. Investment income accrued is investment income earned but not legally due to be paid to the Company until subsequent to the reporting date. The Company writes off amounts deemed uncollectible as a charge against investment income in the period such determination is made. Amounts deemed collectible, but over 90 days past due for any invested asset except mortgage loans in default are non-admitted. Amounts deemed collectible, but over 180 days past due for mortgage loans in default are non-admitted. The Company accrues interest income on impaired loans to the extent it is deemed collectible.

Separate Accounts: Separate Accounts are established in conformity with insurance laws, are segregated from the Company’s general account and are maintained for the benefit of separate account contract holders. Separate account assets are accounted for at fair value, except the Stable Value Separate Account (“SVSA”) which supports book value separate account agreements, in which case the assets are accounted for at amortized cost in accordance with NYDFS guidance. Separate account liabilities reflect the contractual obligations of the insurer arising out of the provisions of the insurance contract.

Foreign Currency Transactions and Translation: Investments denominated in foreign currencies and foreign currency contracts are valued in U.S. dollars, based on exchange rates at the end of the relevant period. Investment transactions in foreign currencies are recorded at the exchange rates prevailing on the respective transaction dates. All other asset and liability accounts denominated in foreign currencies are adjusted to reflect exchange rates at the end of the relevant period. Realized and unrealized gains and losses due to foreign exchange transactions and translation adjustments are not separately reported but are collectively included in realized and unrealized capital gains and losses, respectively.

Non-Admitted Assets: For statutory accounting purposes, certain assets are designated as non-admitted assets. Changes in non-admitted assets are reported as a direct adjustment to surplus in the accompanying Statements of Changes in Capital and Surplus.

At December 31, the major categories of assets that are non-admitted are as follows (in thousands):

	2015		2014		Change
Net deferred tax assets	$	47,585	$	32,123	$	15,462
Deferred premium assets		32,635		30,706		1,929
Other invested assets		1,178		—		1,178
Sundry receivables		774		50		724
Total	$	82,172	$	62,879	$	19,293

Insurance and Annuity Premiums: Life insurance premiums are recognized as revenue over the premium-paying period of the related policies. Annuity considerations are recognized as revenue when received. Deposits on deposit-type contracts are recorded directly as a liability when received. Expenses incurred when acquiring new business are charged to operations as incurred.

Reserves for Life and Health Insurance, Annuities and Deposit-type Contracts: Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial methodology. The reserves established utilize assumptions for interest, mortality and other risks insured. Such reserves are established to provide for adequate contractual benefits guaranteed under policy and contract provisions.

Liabilities for deposit-type contracts, which do not contain any life contingencies, are equal to deposits received and interest credited to the benefit of contract holders, less surrenders or withdrawals (that represent a return to the contract holders) plus additional reserves (if any) necessitated by actuarial regulations.

The Company performed Asset Adequacy Analysis in order to test the adequacy of its reserves in light of the assets supporting such reserves, and determined that its reserves are sufficient to meet its obligations.

Asset Valuation Reserve (“AVR”) and Interest Maintenance Reserve (“IMR”): Mandatory reserves have been established for the General Account and Separate Account investments, where required. Such reserves consist of the AVR for potential credit-related losses on applicable General Account and Separate Account invested assets. Changes to the AVR are reported as direct additions to or deductions from surplus. An IMR is established for interest-related realized capital gains (losses) resulting from changes in the general level of interest rates for the General Account, as well as any Separate Accounts, not carried at fair value. Transfers

B-62 Statement of Additional Information   n   M Intelligent VUL

continued

to the IMR are deducted from realized capital gains and losses and are net of related federal income tax. IMR amortization, as calculated under the grouped method as specified by NY SAP, is included in net investment income. Net realized capital gains (losses) are presented net of federal income tax expense or benefit and IMR transfer.

Statements of Cash Flows: Noncash activities are excluded from the Statutory—Basis Statements of Cash Flows. These noncash activities for the years ended December 31 include the following (in thousands):

	2015		2014		2013
Exchange/restructure/transfer of bond investments	$	141,469	$	86,601	$	120,379
Capitalized interest on bonds		—		—		882
Total	$	141,469	$	86,601	$	121,261

Note 3—long-term bonds

The book/adjusted carrying value, estimated fair value, excess of fair value over book/adjusted carrying value and excess of book/adjusted carrying value over fair value of long-term bonds at December 31 are shown below (in thousands):

	2015
			Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/Adjusted Carrying Value		Book/Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. governments	$	367,529	$	8,324	$	(2,083	)	$	373,770
All other governments		22,824		—		(415	)		22,409
States, territories & possessions		59,634		1,569		(330	)		60,873
Political subdivisions of states, territories, & possessions		11,176		194		(127	)		11,243
Special revenue & special assessment, non-guaranteed agencies & government		280,261		11,098		(2,217	)		289,142
Industrial & miscellaneous		4,489,930		115,430		(106,475	)		4,498,885
Credit tenant loans		5,769		564		—			6,333
Hybrids		5,015		2		—			5,017
Total	$	5,242,138	$	137,181	$	(111,647	)	$	5,267,672

	2014
			Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/Adjusted Carrying Value		Book/Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. governments	$	376,839	$	9,001	$	(3,021	)	$	382,819
All other governments		18,623		—		(265	)		18,358
States, territories & possessions		59,625		2,056		(191	)		61,490
Political subdivisions of states, territories, & possessions		11,175		134		(232	)		11,077
Special revenue & special assessment, non-guaranteed agencies & government		344,186		13,850		(2,629	)		355,407
Industrial & miscellaneous		3,918,679		213,713		(18,154	)		4,114,238
Credit tenant loans		6,449		645		—			7,094
Hybrids		8,297		153		—			8,450
Total	$	4,743,873	$	239,552	$	(24,492	)	$	4,958,933

Impairment Review Process: All securities are subjected to the Company’s process for identifying OTTI. The Company writes down securities that it deems to have an OTTI in value in the period that the securities are deemed to be impaired, based on management’s case-by-case evaluation of the decline in value and prospects for recovery. Management considers a wide range of factors in the impairment evaluation process, including, but not limited to, the following: (a) the length of time the fair value has been below amortized cost; (b) the financial condition and near-term prospects of the issuer; (c) whether the debtor is current on contractually obligated interest and principal payments; (d) the intent and ability of the Company to retain the investment for a

M Intelligent VUL    n   Statement of Additional Information B-63

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

period of time sufficient to allow for any anticipated recovery in fair value or repayment; (e) information obtained from regulators, ratings agencies and various public sources; (f) the potential for impairments in an entire industry sector or sub-sector; (g) the potential for impairments in certain economically-depressed geographic locations; and (h) the potential for impairment based on an estimated discounted cash flow analysis for loan-backed and structured securities. Where impairment is considered to be other-than-temporary, the Company recognizes a write-down as a realized loss and adjusts the cost basis of the security accordingly. The Company does not change the revised cost basis for subsequent recoveries in value. Once an impairment write-down has been recorded, the Company continues to review the impaired security for potential impairments on an ongoing basis.

Unrealized Losses on Bonds: The gross unrealized losses and estimated fair values for bonds by the length of time that individual securities had been in a continuous unrealized loss position are shown in the table below (in thousands):

	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2015
All other bonds	$	1,986,891	$	(71,595	)	$	1,915,296	$	314,250	$	(36,276	)	$	277,974
Loaned-backed and structured bonds		107,438		(1,613	)		105,825		52,028		(2,163	)		49,865
Total	$	2,094,329	$	(73,208	)	$	2,021,121	$	366,278	$	(38,439	)	$	327,839
	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2014
All other bonds	$	488,980	$	(8,767	)	$	480,213	$	490,794	$	(12,506	)	$	478,288
Loaned-backed and structured bonds		30,151		(96	)		30,055		116,447		(3,123	)		113,324
Total	$	519,131	$	(8,863	)	$	510,268	$	607,241	$	(15,629	)	$	591,612

Based upon the Company’s current evaluation of these securities in accordance with its impairment policy, the Company has concluded that these securities are not other-than-temporarily impaired. Additionally, the Company currently intends and has the ability to hold the securities with unrealized losses for a period of time sufficient for them to recover.

Scheduled Maturities of Bonds: The carrying value and estimated fair value of bonds, categorized by contractual maturity, are shown below. Bonds not due at a single maturity date have been included in the following table based on the year of final maturity. Actual maturities may differ from contractual maturities because borrowers may prepay obligations with or without call or prepayment penalties. Mortgage-backed and asset-backed securities are shown separately in the table below, as they are not due at a single maturity date (in thousands):

	December 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Due in one year or less	$	330,274	$	333,965	$	274,922	$	277,845
Due after one year through five years		1,269,800		1,269,273		1,419,864		1,441,372
Due after five years through ten years		1,616,301		1,616,815		1,224,277		1,262,722
Due after ten years		1,575,568		1,585,895		1,302,832		1,437,790
Subtotal		4,791,943		4,805,948		4,221,895		4,419,729
Residential mortgage-backed securities		232,402		239,224		293,170		302,739
Commercial mortgage-backed securities		55,514		58,408		113,715		117,285
Asset-backed securities		162,279		164,092		115,093		119,180
Subtotal		450,195		461,724		521,978		539,204
Total	$	5,242,138	$	5,267,672	$	4,743,873	$	4,958,933

B-64 Statement of Additional Information   n   M Intelligent VUL

continued

The following table presents the carrying value of the long-term bond portfolio by investment grade as of December 31, (dollars in thousands):

	2015				2014
NAIC 1 and 2	$	5,183,481	98.9	%	$	4,670,278	98.4	%
NAIC 3 through 6		58,657	1.1			73,595	1.6
Total	$	5,242,138	100.0	%	$	4,743,873	100.0	%

Bond Diversification: The carrying values of long-term bond investments were diversified by the following classification at December 31 as follows:

	2015			2014
Manufacturing		24.0	%		24.5	%
Finance and financial services		14.9			15.3
Public utilities		12.8			12.2
Transportation		8.5			5.5
Oil and gas		6.8			7.7
U.S. and other governments		6.3			7.1
Residential mortgage-backed securities		4.4			6.2
Communication		4.2			3.9
Services		4.1			3.2
Real estate investment trusts		3.1			1.9
Asset Backed Securities		3.1			2.4
Mining		2.8			3.8
Revenue and special obligation		2.4			2.7
Retail and wholesale trade		1.5			1.2
Commercial mortgage backed securities		1.1			2.4
Total		100.0	%		100.0	%

Loan-backed and Structured Securities: The near-term prepayment assumptions for loan-backed and structured securities are based on historical averages drawing from performance experience for a particular transaction and may vary by security type. The long-term assumptions are adjusted based on expected performance.

For the years ended December 31, 2015 and 2014, the Company did not recognize any OTTI on loan-backed or structured securities where it lacked the ability to retain the security for a period of time sufficient to recover the amortized cost basis or where the present value of the cash flows expected to be collected was less than the amortized cost basis.

For the year ended December 31, 2015, the Company did not recognize any OTTI on loan-backed or structured securities where it had the intent to sell. The following table represents OTTI on securities with the intent to sell for the year ended December 31, 2014 (in thousands):

	1		2				3
	Amortized		OTTI Recognized in Loss
	Cost Basis Before OTTI		2a Interest		2b Non-interest		Fair Value 1-(2a+2b)
OTTI recognized Intent to sell	$	2,922	$	—	$	72	$	2,850

Note 4—subsidiaries and affiliates

The Company has no investments in subsidiary, controlled or affiliated entities (“SCA”) that exceed 10% of its admitted assets.

At December 31, 2015 or 2014, respectively, the Company has the following as amounts due to parent, subsidiaries, and affiliates (in thousands):

	2015		2014
Amounts due to parent, subsidiaries, and affiliates	$	15,266	$	13,100

M Intelligent VUL    n   Statement of Additional Information B-65

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

Note 5—investment income and capital gains and losses

Net Investment Income: The components of net investment income for the years ended December 31, are as follows (in thousands):

	2015			2014			2013
Bonds	$	183,389		$	163,914		$	151,290
Stocks		—			167			151
Other long-term investments		641			798			781
Cash, cash equivalents and short-term investments		47			33			28
Contract loans		759			594			400
Total gross investment income		184,836			165,506			152,650
Less investment expenses		(3,872	)		(4,471	)		(3,846	)
Net investment income before amortization of IMR		180,964			161,035			148,804
Plus amortization of IMR		577			1,244			1,525
Net investment income	$	181,541		$	162,279		$	150,329

Realized Capital Gains and Losses: The net realized capital gains (losses) on sales, redemptions of investments and write-downs due to OTTI for the years ended December 31 are as follows (in thousands):

	2015			2014			2013
Bonds	$	(8,112	)	$	4,434		$	3,031
Stocks		26			212			—
Cash, cash equivalent and short-term investments		5			31			13
Total before capital gain (loss) tax and transfers to IMR		(8,081	)		4,677			3,044
Transfers to IMR		5,270			(540	)		(2,360	)
Capital gain/loss tax benefit (expense)		(1,728	)		(1,168	)		(721	)
Net realized capital gains (losses) less capital gains tax, after transfers to IMR	$	(4,539	)	$	2,969		$	(37	)

Write-downs of investments resulting from OTTI, included in the preceding table, are as follows for the years ended December 31 (in thousands):

	2015		2014		2013
Other-than-temporary impairments:
Bonds	$	5,968	$	72	$	876

Information related to the sales of long term bonds for the years ended December 31 are as follows (in thousands):

	2015		2014		2013
Proceeds from sales	$	59,926	$	39,351	$	66,840
Gross gains on sales	$	477	$	119	$	2,513
Gross losses on sales	$	2,759	$	54	$	373

The Company generally holds its investments until maturity. The Company performs periodic reviews of its portfolio to identify investments which may have deteriorated in credit quality to determine if any are candidates for sale in order to maintain a quality portfolio of investments. Investments which are deemed candidates for sale are continually monitored until sold and carried at the lower of amortized cost or fair value. In accordance with the Company’s valuation and impairment process the investment will be monitored quarterly for further declines in fair value at which point an OTTI will be recorded until actual disposal of the investment.

Note 6—disclosures about fair value of financial instruments

Fair value of financial instruments

Included in the Company’s financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or for certain bonds and preferred stock when carried at the lower of cost or fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

B-66 Statement of Additional Information   n   M Intelligent VUL

continued

Fair values of financial instruments are based on quoted market prices when available. When market prices are not available, fair values are primarily provided by a third party-pricing service for identical or comparable assets, or through the use of valuation methodologies using observable market inputs. These fair values are generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price in a hypothetical market. These valuation techniques involve management estimation and judgment for many factors including market bid/ask spreads, and such estimations may become significant with increasingly complex instruments or pricing models.

The Company’s financial assets and liabilities have been classified, for disclosure purposes, based on a hierarchy defined by SSAP No. 100, Fair Value Measurements. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and Level 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

Level 2—Other than quoted prices within Level 1 inputs are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include:

• Quoted prices for similar assets or liabilities in active markets,

• Quoted prices for identical or similar assets or liabilities in markets that are not active,

• Inputs other than quoted prices that are observable for the asset or liability,

• Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Inputs are unobservable inputs for the asset or liability supported by little or no market activity. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company’s data used to develop unobservable inputs is adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.

The following table provides information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2015 (in thousands):

	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3
Assets:
Bonds	$	5,267,672	$	5,242,138	$	—	$	5,263,853	$	3,819
Common stock		879		879		879		—		—
Preferred stock		1,500		183		1,500		—		—
Separate account assets		5,199,035		5,222,661		1,907,088		3,291,947		—
Contract loans		18,683		18,683		—		—		18,683
Cash, cash equivalent & short term investments		166,032		166,031		13,195		152,837		—
Total	$	10,653,801	$	10,650,575	$	1,922,662	$	8,708,637	$	22,502
	Aggregate Fair Value		Statement Value		Level 1		Level 2		Level 3
Liabilities:
Deposit-type contracts	$	2,503,805	$	2,503,805	$	—	$	—	$	2,503,805
Separate account liabilities		5,203,712		5,203,712		—		—		5,203,712
Total	$	7,707,517	$	7,707,517	$	—	$	—	$	7,707,517

M Intelligent VUL    n   Statement of Additional Information B-67

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

The following table provides information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2014 (in thousands):

	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3
Assets:
Bonds	$	4,958,933	$	4,743,873	$	—	$	4,951,439	$	7,494
Common stock		607		607		607		—		—
Preferred stock		1,680		183		1,680		—		—
Separate account assets		4,846,688		4,851,892		1,714,724		3,131,964		—
Contract loans		16,077		16,077		—		—		16,077
Cash, cash equivalent & short term investments		90,507		90,507		62,515		27,992		—
Total	$	9,914,492	$	9,703,139	$	1,779,526	$	8,111,395	$	23,571
	Aggregate Fair Value		Statement Value		Level 1		Level 2		Level 3
Liabilities:
Deposit-type contracts	$	2,298,473	$	2,298,473	$	—	$	—	$	2,298,473
Separate account liabilities		4,838,207		4,838,207		—		—		4,838,207
Total	$	7,136,680	$	7,136,680	$	—	$	—	$	7,136,680

The estimated fair values of the financial instruments presented above were determined by the Company using market information available as of December 31, 2015 and 2014. Considerable judgment is required to interpret market data in developing the estimates of fair value for financial instruments for which there are no available market value quotations. The estimates presented are not necessarily indicative of the amounts the Company could have realized in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Level 1 financial instruments

Unadjusted quoted prices for these securities are provided to the Company by independent pricing services. Common stocks and separate account assets in Level 1 primarily include mutual fund investments valued by the respective mutual fund companies and exchange traded equities.

Level 2 financial instruments

Bonds included in Level 2 are valued principally by third party pricing services using market observable inputs. Because most bonds do not trade daily, independent pricing services regularly derive fair values using recent trades of securities with similar features. When recent trades are not available, pricing models are used to estimate the fair values of securities by discounting future cash flows at estimated market interest rates. Typical inputs to models used by independent pricing services include but are not limited to benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, and industry and economic events. Additionally, for loan-backed and structured securities, valuation is based primarily on market inputs including benchmark yields, expected prepayment speeds, loss severity, delinquency rates, weighted average coupon, weighted average maturity and issuance specific information. Issuance specific information includes collateral type, payment terms of underlying assets, payment priority within the tranche, structure of the security, deal performance and vintage of loans.

Separate account assets in Level 2 consist principally of corporate bonds, short term government agency notes and commercial paper.

Level 3 financial instruments

Valuation techniques for bonds included in Level 3 are generally the same as those described in Level 2 except that the techniques utilize inputs that are not readily observable in the market, including illiquidity premiums and spread adjustments to reflect industry trends or specific credit-related issues. The Company assesses the significance of unobservable inputs for each security and classifies that security in Level 3 as a result of the significance of unobservable inputs.

There are no securities measured and reported at fair value in Level 3 as of December 31, 2015 and 2014.

B-68 Statement of Additional Information   n   M Intelligent VUL

continued

Assets and liabilities measured and reported at fair value

The following table provides information about the Company’s financial assets and liabilities measured and reported at fair value at December 31 (in thousands):

	2015
	Level 1		Level 2		Level 3		Total
Assets at fair value:
Common stock
Industrial and miscellaneous	$	879	$	—	$	—	$	879
Separate account assets		1,887,181		43,544		—		1,930,725
Total assets at fair value	$	1,888,060	$	43,544	$	—	$	1,931,604
Total liabilities at fair value	$	—	$	—	$	—	$	—
	2014
	Level 1		Level 2		Level 3		Total
Assets at fair value:
Common stock
Industrial and miscellaneous	$	607	$	—	$	—	$	607
Separate account assets		1,645,363		45,450		—		1,690,813
Total assets at fair value	$	1,645,970	$	45,450	$	—	$	1,691,420
Total liabilities at fair value	$	—	$	—	$	—	$	—

Transfers between Level 1 and Level 2

Periodically, the Company has transfers between Level 1 and Level 2 due to the availability of quoted prices for identical assets in active markets at the measurement date. The Company’s policy is to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer.

For assets and liabilities held at December 31, 2015 and 2014, the Company had no transfers between Level 1 and Level 2 of the fair value hierarchy.

Reconciliation of Level 3 assets and liabilities measured and reported at fair value

At December 31, 2015 and 2014, there are no assets or liabilities measured and reported at fair value using Level 3 inputs. The Company’s policy is to recognize transfers into and out of Level 3 at the actual date of the event or change in circumstances that caused the transfer.

Note 7—restricted assets

The following table provides information on amounts and the nature of assets pledged to others as collateral or otherwise restricted by the Company (dollars in thousands):

	Gross Restricted
	12/31/2015																	Percentage
	1		2		3		4		5		6		7			8		9			10
Restricted Asset Category	Total General Account (G/A)		G/A Supporting (S/A) Activity		Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total (1 plus 3)		Total From Prior Year		Increase / (Decrease) (5 minus 6)			Total Current Year Admitted Restricted		Gross Restricted to Total Assets			Admitted Restricted to Total Admitted Assets
On deposit with states	$	8,154	$	—	$	—	$	—	$	8,154	$	8,242	$	(88	)	$	8,154		0.075	%		0.076	%

M Intelligent VUL    n   Statement of Additional Information B-69

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

	Gross Restricted
	12/31/2014																	Percentage
	1		2		3		4		5		6		7			8		9			10
Restricted Asset Category	Total General Account (G/A)		G/A Supporting (S/A) Activity		Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total (1 plus 3)		Total From Prior Year		Increase / (Decrease) (5 minus 6)			Total Current Year Admitted Restricted		Gross Restricted to Total Assets			Admitted Restricted to Total Admitted Assets
On deposit with states	$	8,242	$	—	$	—	$	—	$	8,242	$	8,324	$	(82	)	$	8,242		0.084	%		0.084	%

Note 8—premiums and annuity considerations deferred and uncollected

Premium and annuity considerations deferred and uncollected at December 31 (in thousands):

	2015				2014
	Gross		Net of Loading		Gross		Net of Loading
Ordinary new business	$	1,394	$	1,746	$	1,402	$	1,714
Ordinary renewal		17,079		47,349		15,614		44,427
Total	$	18,473	$	49,095	$	17,016	$	46,141

Deferred premium is the portion of the annual premium not earned at the reporting date. Loading of deferred premium is an amount obtained by subtracting the valuation net deferred premium from the gross deferred premium and generally includes allowances for acquisition costs and other expenses.

Uncollected premium is gross premium net of reinsurance that is due and unpaid at the reporting date. Net premium is the amounts used in the calculation of reserves.

Note 9—separate accounts

The Company utilizes separate accounts to record and account for assets and liabilities for particular lines of business and/or transactions. As of December 31, 2015, the Company reported separate account assets and liabilities for the following products: variable life, variable annuity, fixed annuity, group life and group annuity.

The Company’s Separate Account VLI-1 (“VLI-1”) is a unit investment trust and was organized on May 23, 2001, and established under New York Law for the purpose of issuing and funding flexible premium variable universal life insurance policies. The assets of this account are carried at fair value.

The Company’s Separate Account VLI-2 (“VLI-2”) is a unit investment trust and was organized on February 15, 2012 and established under New York Law for the purpose of issuing and funding group and individual variable life insurance policies. The assets of this account are carried at fair value.

The Company’s Separate Account VA-1 (“VA-1”) was established on July 27, 1998 to fund individual non-qualified variable annuities. VA-1 is registered with the Securities and Exchange Commission (the “Commission”) as a unit investment trust under the Investment Company Act of 1940. The assets of this account are carried at fair value.

The Company’s Separate Account MVA-1 (“MVA-1”) was established on July 23, 2008, as a non-unitized Separate Account that supports flexible premium deferred fixed annuity contracts subject to withdrawal charges and a market value adjustment feature. The assets of this account are carried at fair value. During 2014, the Company redeemed $23,084 thousand of seed money from the Separate Account.

The Company’s Stable Value Separate Account-1 (“SVSA-1”) was established on May 14, 2012 as a non-unitized guaranteed separate account that supports book value separate account agreement contracts issued to certain externally managed stable value funds. The assets of this account are carried at amortized cost.

The Company’s Stable Value Separate Account-2 (“SVSA-2”) was established on May 21, 2012 as a non-unitized guaranteed separate account that supports book value separate account agreement contracts issued to certain externally managed stable value funds. The assets of this account are carried at amortized cost.

The Company’s Stable Value Separate Account-3 (“SVSA-3”) was established on November 13, 2013 as a non-unitized guaranteed separate account that supports book value separate account agreement contracts issued to certain externally managed stable value funds. The assets of this account are carried at amortized cost.

SVSA accounts support contracts issued as one of several vehicles for stable value funds. Participant withdrawals from the stable value fund are typically funded through the stable value fund’s cash buffer account which is held outside of the contract. In the

B-70 Statement of Additional Information   n   M Intelligent VUL

continued

event that the stable value fund’s cash buffer account is insufficient to pay participant and plan sponsor withdrawals, the sponsor of the stable value fund may request that the Company’s pro-rata share of such excess amounts be paid from the Company’s contract. Certain participant withdrawals requested from the Company’s contract are paid at book value and others are paid at the lesser of book value or market value. Plan Sponsor withdrawals from the stable value fund are typically paid (to the extent the fund’s cash buffer account is insufficient) at book value as long as 12 months advance notice is provided by the plan sponsor.

SVSA contracts utilize an interest crediting formula that includes a guaranteed crediting rate adjusted for the market value of the separate account assets over a period reflecting the duration of such assets.

In accordance with the domiciliary state procedures for approving items within the separate account, the separate account classifications of the following items are supported by a specific state statute:

Product Identification	Product Classification	State Statute Reference
TC Life VLI-1	Variable life	Section 4240 of the New York Insurance Law
TC Life VLI-2	Variable life	Section 4240 of the New York Insurance Law
TC Life VA-1	Variable annuity	Section 4240 of the New York Insurance Law
TC Life MVA-1	Fixed annuity	Section 4240 of the New York Insurance Law
TC Life SVSA-1	Group annuity GIC	Section 4240 (a)(5)(ii) of the New York Insurance Law
TC Life SVSA-2	Group annuity GIC	Section 4240 (a)(5)(ii) of the New York Insurance Law
TC Life SVSA-3	Group annuity GIC	Section 4240 (a)(5)(ii) of the New York Insurance Law

In accordance with the provisions of the separate account products, some assets are considered legally insulated while others are not legally insulated from the general account. Legal insulation of the separate account assets prevents such assets from being generally available to satisfy claims resulting from the general account.

As of December 31, 2015, the Company’s Separate Account assets includes both assets legally insulated and not legally insulated from the general account as follows (in thousands):

	2015				2014
	Separate Account Assets				Separate Account Assets
Product	Legally Insulated		Not Legally Insulated		Legally Insulated		Not Legally Insulated
TC Life VLI-1	$	122,836	$	—	$	99,979	$	—
TC Life VLI-2		75,611		—		53,634		—
TC Life VA-1		1,684,224		—		1,484,466		—
TC Life MVA-1		—		48,054		—		52,734
TC Life SVSA-1		1,186,681		—		1,270,479		—
TC Life SVSA-2		985,253		—		784,300		—
TC Life SVSA-3		1,120,002		—		1,106,300		—
Total	$	5,174,607	$	48,054	$	4,799,158	$	52,734

In accordance with the specific rules for products recorded within the separate account, some separate account liabilities are guaranteed by the general account.

As of December 31, 2015 and 2014, the general account of the Company has a maximum guarantee for separate account liabilities of $7,779 thousand and $2,323 thousand, respectively. The amount paid for risk charges is not explicit, but rather embedded within the mortality and expense charges. The separate accounts had no reserves for asset default risk that were recorded in lieu of contributions to AVR.

Although the Company owns the assets of these separate accounts, the separate accounts’ income, investment gains and investment losses are credited to or charged against the assets of the separate accounts without regard to the Company’s other income, gains or losses.

M Intelligent VUL    n   Statement of Additional Information B-71

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

Information regarding separate accounts of the Company is as follows (in thousands):

	2015
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits	$	403,757	$	—	$	374,557	$	778,314
Reserves at 12/31/15 for accounts at:
Fair value	$	20,804	$	17,613	$	1,878,761	$	1,917,178
Amortized cost		3,275,936		—		—		3,275,936
Total reserves	$	3,296,740	$	17,613	$	1,878,761	$	5,193,114
By withdrawal characteristics:
Subject to discretionary withdrawal:
With market value adjustment	$	20,804	$	17,613	$	—	$	38,417
At fair value		3,275,936		—		1,878,761		5,154,697
Not subject to discretionary withdrawal		—		—		—		—
Total reserves	$	3,296,740	$	17,613	$	1,878,761	$	5,193,114
	2014
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations, or deposits	$	824,282	$	—	$	354,973	$	1,179,255
Reserves
Reserves at 12/31/14 for accounts at:
Fair value	$	22,325	$	20,792	$	1,635,095	$	1,678,212
Amortized cost		3,115,288		—		—		3,115,288
Total reserves	$	3,137,613	$	20,792	$	1,635,095	$	4,793,500
By withdrawal characteristics:
Subject to discretionary withdrawal:
With market value adjustment	$	22,325	$	20,792	$	—	$	43,117
At fair value		3,115,288		—		1,635,095		4,750,383
Not subject to discretionary withdrawal		—		—		—		—
Total reserves	$	3,137,613	$	20,792	$	1,635,095	$	4,793,500
	2013
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations, or deposits	$	1,540,355	$	—	$	247,444	$	1,787,799
Reserves
Reserves at 12/31/13 for accounts at:
Fair value	$	34,473	$	22,367	$	1,300,243	$	1,357,083
Amortized cost		2,269,111		—		—		2,269,111
Total reserves	$	2,303,584	$	22,367	$	1,300,243	$	3,626,194
By withdrawal characteristics:
Subject to discretionary withdrawal:
With market value adjustment	$	34,473	$	22,367	$	—	$	56,840
At fair value		2,269,111		—		1,300,243		3,569,354
Not subject to discretionary withdrawal		—		—		—		—
Total reserves	$	2,303,584	$	22,367	$	1,300,243	$	3,626,194

B-72 Statement of Additional Information   n   M Intelligent VUL

continued

The following is a reconciliation of transfers to or (from) the Company to the Separate Accounts (in thousands):

	2015			2014			2013
Transfers as reported in the Summary of Operations of the separate accounts statement:
Transfers to separate accounts	$	381,946		$	366,901		$	266,154
Transfers from separate accounts		(121,515	)		(139,172	)		(122,691	)
Net transfers to separate accounts		260,431			227,729			143,463
Reconciling adjustments:
Fund transfer exchange gain (loss)		(686	)		(177	)		(233	)
Transfers as reported in the Company’s Statements of Operations	$	259,745		$	227,552		$	143,230

Note 10—related party transactions

The majority of services for the operation of the Company are provided at cost by TIAA pursuant to a service agreement. Expense reimbursement payments under the service agreement are made monthly by the Company to TIAA based on TIAA’s costs for providing such services. The Company also reimburses TIAA, at cost, on a monthly basis for certain investment management services, according to the terms of an investment management agreement. Reimbursements made to TIAA for the years ended December 31, are as follows (in thousands):

	2015		2014		2013
Reimbursements to TIAA	$	120,676	$	105,472	$	91,136

Teachers Advisors, Inc. (“Advisors”), a subsidiary of TIAA-CREF Asset Management LLC (“TCAM”), which is an indirectly owned subsidiary of TIAA, provides investment advisory services and other administrative services for the Company’s Separate Accounts in accordance with an Investment Management Agreement. Teachers Personal Investors Services, Inc. (“TPIS”), a subsidiary of TCAM and TIAA-CREF Individual & Institutional Services, LLC (“Services”), a subsidiary of TIAA, are authorized to distribute contracts for the Separate Accounts. Reimbursement made to Advisors for services for the years ended December 31, are as follows (in thousands):

	2015		2014		2013
Reimbursements to Advisors	$	4,724	$	3,798	$	2,229

Effective May 1, 2012, the Company reimbursed TPIS and Services, on an at cost basis, for distribution services for variable life and after tax annuities. Expenses associated with the distribution services agreement for the years ended December 31, are as follows (in thousands):

	2015		2014		2013
Reimbursement to TPIS and Services	$	14,013	$	14,265	$	11,807

Services for certain funding agreements for qualified state tuition programs for which TIAA-CREF Tuition Financing, Inc. (“TFI”), a wholly-owned subsidiary of TIAA, is the program manager, are provided to the Company by TFI pursuant to a service agreement between the Company and TFI. Payments associated with this service agreement for the years ended December 31, are as follows (in thousands):

	2015		2014		2013
Payments to TFI	$	10,296	$	8,724	$	8,754

The Company has a financial support agreement with TIAA. Under this agreement, TIAA will provide support so that the Company will have the greater of (a) capital and surplus of $250,000 thousand, (b) the amount of capital and surplus necessary to maintain the Company’s capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain the Company’s financial strength ratings at least the same as TIAA’s rating. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any creditor of the Company with recourse to TIAA.

The Company maintains a $100,000 thousand unsecured 364-day revolving line of credit with TIAA. This line has an expiration date of July 11, 2016. As of December 31, 2015, $30,000 thousand of this facility was maintained on a committed basis for which the Company paid a commitment fee of 7.0 basis points on the unused committed amount. During the period ending

M Intelligent VUL   n   Statement of Additional Information B-73

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

December 31, 2015, 28 draw-downs totaling $51,500 thousand were made under this line of credit arrangement of which none were outstanding as of December 31, 2015.

Note 11—federal income taxes

The application of SSAP No. 101 requires a company to evaluate the recoverability of deferred tax assets and to establish a valuation allowance if necessary to reduce the deferred tax asset to an amount which is more likely than not to be realized. As of December 31, 2015, and December 31, 2014, the Company has not recorded a valuation allowance on deferred tax assets.

The components of net deferred tax assets (“DTA”) and deferred tax liabilities (“DTL”) at December 31 are as follows (in thousands):

	12/31/2015						12/31/2014						Change
	(1) Ordinary		(2) Capital		(3) (Col 1+2) Total		(4) Ordinary		(5) Capital		(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary			(8) (Col 2–5) Capital			(9) (Col 7+8) Total
a) Gross deferred tax assets	$	60,872	$	7,522	$	68,394	$	47,252	$	4,692	$	51,944	$	13,620		$	2,830		$	16,450
b) Statutory valuation allowance adjustments		—		—		—		—		—		—		—			—			—
c) Adjusted gross deferred tax assets (a–b)		60,872		7,522		68,394		47,252		4,692		51,944		13,620			2,830			16,450
d) Deferred tax assets non-admitted		41,471		6,114		47,585		29,101		3,022		32,123		12,370			3,092			15,462
e) Subtotal net admitted deferred tax asset (c–d)		19,401		1,408		20,809		18,151		1,670		19,821		1,250			(262	)		988
f) Deferred tax liabilities		1,538		802		2,340		1,263		1,064		2,327		275			(262	)		13
g) Net admitted deferred tax assets/(net deferred tax liability) (e–f)	$	17,863	$	606	$	18,469	$	16,888	$	606	$	17,494	$	975		$	—		$	975
	12/31/2015						12/31/2014						Change
	(1) Ordinary		(2) Capital		(3) (Col 1+2) Total		(4) Ordinary		(5) Capital		(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary			(8) (Col 2–5) Capital			(9) (Col 7+8) Total
Admission Calculation Components SSAP No. 101 (in thousands)
a) Federal income taxes paid in prior years recoverable through loss carrybacks	$	17,863	$	606	$	18,469	$	16,337	$	606	$	16,943	$	1,526		$	—		$	1,526
b) Adjusted gross DTA expected to be realized (excluding the amount of DTA from 2(a) above after application of the threshold limitation. (The lesser of (b)1 and (b)2 below)				—		—		551		—		551		(551	)		—			(551	)
1. Adjusted gross DTA expected to be realized following the balance sheet date				—		—		551		—		551		(551	)		—			(551	)
2. Adjusted gross DTA allowed per limitation threshold		—		—		51,607		—		—		50,562		XXX			XXX			1,045
c) Adjusted gross DTA (excluding the amount of DTA from (a) and (b) above) offset by gross DTL		1,538		802		2,340		1,263		1,064		2,327		275			(262	)		13
d) DTA admitted as the result of application of SSAP No. 101. Total ((a)+(b)+(c))	$	19,401	$	1,408	$	20,809	$	18,151	$	1,670	$	19,821	$	1,250		$	(262	)	$	988

(a) Ratio Percentage Used to Determine Recovery  Period and Threshold Limitation Amount		839	%		914	%
(b) Amount Of Adjusted Capital And Surplus Used To  Determine The Threshold  Limitation In (b)2 Above (in thousands)	$	344,049		$	337,081

	12/31/2015						12/31/2014						Change
	(1) Ordinary			(2) Capital			(3) Ordinary			(4) Capital			(5) (Col 1–3) Ordinary			(6) (Col 2–4) Capital
Impact of Tax Planning Strategies (dollars in thousands):
Determination of adjusted gross deferred tax assets and net admitted deferred tax assets, by tax character as a percentage
Adjusted gross DTAs amount from note 10A1(c)	$	60,872		$	7,522		$	47,252		$	4,692		$	13,620		$	2,830
Percentage of adjusted gross DTAs by tax character attributable to the impact of tax planning strategies		—	%		—	%		—	%		—	%		—	%		—	%
Net admitted adjusted gross DTAs amount from note 10A1(e)	$	19,401		$	1,408		$	18,151		$	1,670		$	1,250		$	(262	)
Percentage of net admitted adjusted gross DTAs by tax character admitted because of the impact of tax planning strategies		—	%		—	%		—	%		—	%		—	%		—	%

B-74 Statement of Additional Information   n   M Intelligent VUL

continued

The Company does not have deferred tax liabilities that are not recognized.

The Company does not use reinsurance in its tax-planning strategy.

Current income taxes incurred consist of the following major components (in thousands):

	12/31/2015		12/31/2014			12/31/2013
Current income tax:
Federal income tax expense	$	4,198	$	7,074		$	7,007
Foreign taxes		—		—			—
Subtotal	$	4,198	$	7,074		$	7,007
Federal income taxes expense on net capital gains		649		1,322			720
Other		424		(362	)		(57	)
Federal and foreign income tax expense	$	5,271	$	8,034		$	7,670

	12/31/2015		12/31/2014		Change
Deferred tax assets:
Ordinary:
Policyholder reserves	$	16,993	$	12,216	$	4,777
Deferred acquisition costs		41,602		31,809		9,793
Unauthorized reinsurance		1,721		2,840		(1,119	)
Receivables—non-admitted		271		—		271
Other (including items < 5% of total ordinary tax assets)		285		387		(102	)
Subtotal	$	60,872	$	47,252	$	13,620
Non-admitted		41,471		29,101		12,370
Admitted ordinary deferred tax assets	$	19,401	$	18,151	$	1,250
Capital:
Investments	$	7,522	$	4,692	$	2,830
Net capital loss carry-forward		—		—		—
Subtotal	$	7,522	$	4,692	$	2,830
Statutory valuation allowance adjustment		—		—		—
Non-admitted		6,114		3,022		3,092
Admitted capital deferred tax assets		1,408		1,670		(262	)
Admitted deferred tax assets	$	20,809	$	19,821	$	988
Deferred tax liabilities:
Ordinary:
Investments	$	1,219	$	1,263	$	(44	)
Tax reserve weakening		319		—		319
Capital:
Investments		802		1,064		(262	)
Deferred tax liabilities	$	2,340	$	2,327	$	13
Net admitted deferred tax:
Assets/Liabilities	$	18,469	$	17,494	$	975

M Intelligent VUL   n   Statement of Additional Information B-75

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

The provision for federal and foreign income taxes incurred is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The significant items causing this difference at December 31, 2015, are as follows (dollars in thousands):

Description	Amount			Effective Tax Rate
Provision computed at statutory rate	$	(13,927	)		35.00	%
Dividends received deduction		(130	)		0.33
SAGIC - ordinary income & capital gains		2,138			(5.37	)
Amortization of interest maintenance reserve		(202	)		0.51
Other permanent differences: lobbying expenses & tax exempt interest		(44	)		0.11
Liability for unauthorized reinsurance		1,120			(2.81	)
Prior year true-up		414			(1.04	)
Other		(535	)		1.33
Total	$	(11,166	)		28.06	%
Federal and foreign income tax incurred	$	5,271			(13.25	)%
Change in net deferred income tax charge (benefit)		(16,437	)		41.31
Total statutory income taxes	$	(11,166	)		28.06	%

At December 31, 2015, the Company had no net operating loss carry forwards or capital loss carry forwards.

Income tax, ordinary and capital available for recoupment from its parent, TIAA, in the event of future net losses include (in thousands):

Year Incurred	Ordinary		Capital		Total
2013	$	6,632	$	—	$	6,632
2014		6,305		2,228		8,533
2015		4,198		649		4,847
Total	$	17,135	$	2,877	$	20,012

There were no deposits reported as admitted assets under IRC Section 6603.

The Company files a consolidated federal income tax return with its parent, TIAA and its affiliates:

1) 730 Texas Forest Holdings, Inc.

2) Covariance Capital Management, Inc.

3) GreenWood Resources, Inc.

4) JWL Properties, Inc.

5) ND Properties, Inc.

6) Nuveen Asia Investments, Inc.*

7) Nuveen Holdings, Inc.*

8) Nuveen Investments, Inc.*

9) Nuveen Investments Advisers Inc.*

10) Nuveen Investments Holdings, Inc.*

11) Nuveen Investments Institutional Services Group, LLC*

12) Nuveen Investment Solutions, Inc.*

13) Nuveen Securities, LLC*

14) Oleum Holding Company, Inc.

15) Rittenhouse Asset Management, Inc.*

16) T-C Europe Holdings, Inc.

17) T-C SP, Inc.

18) T-C Sports Co., Inc.

19) T-Investment Properties Corp.

20) TCT Holdings, Inc.

21) Teachers Advisors, Inc.

22) Teachers Insurance and Annuity Association of America

23) Teachers Personal Investors Service, Inc.

24) Terra Land Company

25) TIAA Asset Management Finance Company, LLC*

26) TIAA Board of Overseers

B-76 Statement of Additional Information   n   M Intelligent VUL

continued

27) TIAA-CREF Tuition Financing, Inc.

28) TIAA-CREF Trust Company, FSB

29) Westchester Group Asset Management, Inc.

30) Westchester Group Farm Management, Inc.

31) Westchester Group Investment Management, Inc.

32) Westchester Group Investment Management Holding, Inc.

33) Westchester Group Real Estate, Inc.

All consolidating companies, excluding those denoted with an asterisk (*) above, participate in a tax sharing agreement under the following criteria. Under the agreement, current federal income tax expense (benefit) is computed on a separate return basis and provides that members shall make payments or receive reimbursements to the extent that their income (loss) contributes to or reduces consolidated federal tax expense. The consolidating companies included in this agreement are reimbursed for net operating losses or other tax attributes they have generated when utilized in the consolidated return.

The companies denoted with an asterisk above (collectively, “TAMF subgroup”), are subject to a separate tax sharing agreement, under which current federal income tax expense (benefit) is computed on a separate subgroup return basis. Under the Agreement, TIAA Asset Management Finance Company, LLC (“TAMF”) makes payments to TIAA for amounts equal to the federal income payments that the TAMF subgroup would be obliged to pay the federal government if the TAMF subgroup had actually filed a separate consolidated tax return. TAMF is reimbursed for the subgroup losses to the extent that the subgroup tax return reflects a tax benefit that the TAMF subgroup could have carried back to a prior consolidated return year. However, in the event the TIAA consolidated group owes Alternative Minimum Tax (“AMT”) in a given year, TAMF will pay or receive reimbursements for its allocable share of tax, in an amount equal to the ratio that its standalone AMT liability bears to that of the consolidated group’s liability.

The Company had no federal or foreign income tax loss contingencies as determined in accordance with SSAP No. 5R. with the modifications provided in SSAP No. 101 for which it is reasonably possible that the total liability will significantly increase within 12 months of the reporting date.

The Company’s tax years 2010 through 2015 are open to examination by the IRS.

Note 12—pension plan and post-retirement benefits

The Company has no employees. TIAA allocates employee benefit expenses based on salaries attributable to the Company. The Company’s share of net expense for the qualified defined contribution plan and for other post-retirement benefit plans for the years ended December 31, are as follows (in thousands):

	2015		2014		2013
Qualified defined contribution plan	$	3,739	$	2,885	$	2,499
Other post-retirement benefit plans	$	113	$	429	$	696

Note 13—policy and contract reserves

Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial methodology. The reserves are based on assumptions for interest, mortality and other risks insured.

For annuities and supplementary contracts, policy and contract reserves are calculated using Commissioner’s Annuity Reserve Valuation Method (“CARVM”) in accordance with New York State Regulation 151, Actuarial Guideline 43 (“AG43”) for variable annuity products and Actuarial Guideline 33 for all other products.

Based on the asset adequacy and AG43 analysis, the Company maintains additional reserve at the level of $45,000 thousand and $30,000 thousand for 2015 and 2014, respectively. On this basis, the Company determined that the Company’s reserves are sufficient to meet its obligations.

The Company performed asset adequacy analysis in order to test the adequacy of its reserves in light of the assets supporting such reserves, and determined that its reserves are sufficient to meet its obligations.

M Intelligent VUL   n   Statement of Additional Information B-77

Notes to statutory–basis financial statements

TIAA-CREF Life Insurance Company

Withdrawal characteristics of annuity actuarial reserves and deposit-type contracts at December 31 are as follows (dollars in thousands):

	2015
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
With fair value adjustment	$	—	$	38,417	$	—	$	38,417		0.4	%
At book value less current surrender charge of 5% or more		—		—		—		—		—	%
At fair value		—		3,275,936		1,684,752		4,960,688		56.2	%
Total with adjustment or at fair value	$	—	$	3,314,353	$	1,684,752	$	4,999,105		56.6	%
At book value without adjustment (minimal or no charge or adjustment)		3,711,463		—		—		3,711,463		41.9	%
Not subject to discretionary withdrawal		137,010		—		—		137,010		1.5	%
Total (gross)	$	3,848,473	$	3,314,353	$	1,684,752	$	8,847,578		100.0	%
Reinsurance ceded		—		—		—		—
Total (net)	$	3,848,473	$	3,314,353	$	1,684,752	$	8,847,578

	2014
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
With fair value adjustment	$	—	$	43,117	$	—	$	43,117		0.5	%
At book value less current surrender charge of 5% or more		2,043		—		—		2,043		—	%
At fair value		—		3,115,287		1,484,854		4,600,141		55.6	%
Total with adjustment or at fair value	$	2,043	$	3,158,404	$	1,484,854	$	4,645,300		56.1	%
At book value without adjustment (minimal or no charge or adjustment)		3,527,228		—		—		3,527,228		42.6	%
Not subject to discretionary withdrawal		105,674		—		—		105,674		1.3	%
Total (gross)	$	3,634,945	$	3,158,404	$	1,484,854	$	8,278,202		100.0	%
Reinsurance ceded		—		—		—		—
Total (net)	$	3,634,945	$	3,158,404	$	1,484,854	$	8,278,202

For Ordinary Life Insurance (including term plans, universal life and variable universal life), reserves for all policies are calculated in accordance with New York State Insurance Regulation 147 using the 1980 CSO Table or 2001 CSO Table and interest rates of 3.5% through 4.5%. Term conversion reserves are based on the Company’s term conversion mortality experience and interest at 4.0%.

Liabilities for incurred but not reported life insurance claims and disability waiver of premium claims are based on historical experience and are set equal to a percentage of reserves. Reserves for amounts not yet due for incurred but not reported disability waiver of premium claims are a percentage of the total Active Lives Disability Waiver of Premium Reserve.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond the date of death. The Company has no policies where the surrender values were in excess of the legally computed reserves as of December 31, 2015 and 2014. The Company has $35,813,998 thousand and $32,914,168 thousand of insurance in force for which the gross premiums are less than the net premiums according to the standard of valuation set by the State of New York as of December 31, 2015 and 2014, respectively. Premium deficiency reserves related to the above insurance total $15,604 thousand and $16,343 thousand at December 31, 2015 and 2014, respectively.

For retained assets, an accumulation account issued from the proceeds of annuity and life insurance policies, reserves are held equal to the current account balances.

The Tabular Interest, Tabular Less Actual Reserve Released and Tabular Cost have all been determined by formulae as prescribed by the NAIC except for deferred annuities, for which tabular interest has been determined from the basic data.

B-78 Statement of Additional Information   n   M Intelligent VUL

continued

Note 14—reinsurance

Reinsurance transactions included in the statutory-basis statements of operations within “Insurance and annuity premiums and other considerations” are as follows (in thousands):

	Years Ended December 31,
	2015			2014			2013
Direct premiums	$	842,146		$	802,560		$	599,917
Ceded premiums		(125,754	)		(125,096	)		(118,103	)
Net premiums	$	716,392		$	677,464		$	481,814

The Company enters into reinsurance agreements in the normal course of its insurance business to reduce overall risk. The Company remains liable for reinsurance ceded if the reinsurer fails to meet its obligation on the business assumed. All reinsurance is placed with unaffiliated reinsurers. A liability is established for reserves ceded to unauthorized reinsurers which are not secured by or in excess of letters of credit or trust agreements. The Company does not have reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. Amounts shown in the financial statements are reported net of the impact of reinsurance. The major lines in the accompanying financial statements that are reduced by the effect of these reinsurance agreements include (in thousands):

	2015		2014		2013
Reinsurance ceded:
Insurance and annuity premiums and other considerations	$	125,754	$	125,096	$	118,103
Policy and contract benefits		22,708		29,940		26,240
Increase in policy and contract reserves		36,514		39,000		39,454
Reserves for life and health, annuities and deposit-type contracts		512,734		476,220		437,220

Note 15—capital and contingency reserves and shareholders’ dividends restrictions

The portion of unassigned surplus increased or (reduced) by each item below as of December 31 are as follows (in thousands):

	2015			2014
Net unrealized capital gains	$	290		$	54
Asset valuation reserve		(6,338	)		(9,368	)
Net deferred federal income tax		16,437			10,932
Change in non-admitted assets		(19,293	)		(6,925	)
Change in liability for reinsurance of unauthorized companies		3,199			(88	)
Surplus withdrawn from separate accounts		—			23,379
Change in surplus of separate accounts		3,441			(19,716	)
Surplus paid in		50,000			—

During 2015, TIAA contributed $50,000 thousand in capital to the Company to support continued business growth.

Capital: The Company has 2,500 shares of common stock authorized, issued and outstanding. All shares are Class A. The Company has no preferred stock outstanding.

Dividend Restrictions: Under the New York Insurance Law, the Company is permitted without prior insurance regulatory clearance to pay a stockholder dividend as long as the aggregated amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus to policyholders as of the immediately preceding calendar year and (ii) its net gain from operations for the immediately preceding calendar year (excluding realized investment gains). The Company generally has not paid dividends to its shareholder.

Note 16—contingencies

It is the opinion of management that any liabilities which might arise from litigation, state guaranty fund assessments, and other matters, over and above amounts already provided for in the financial statements, are not considered material in relation to the Company’s financial position or the results of its operations.

The Company receives and responds to subpoenas or other inquiries from state regulators, including state insurance commissioners; state attorneys general and other state governmental authorities; Federal regulators, including the SEC and Federal governmental authorities. The Company cooperates in these inquiries.

M Intelligent VUL   n   Statement of Additional Information B-79

Notes to statutory–basis financial statements cocluded

TIAA-CREF Life Insurance Company

Note 17—subsequent events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 11, 2016, the date the financial statements were available to be issued.

TIAA approved a $50,000 thousand capital contribution to the Company from its parent, TIAA, to support continued business growth. This contribution of cash occurred on February 25, 2016.

B-80 Statement of Additional Information   n   M Intelligent VUL

Table of contents

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Report of management responsibility	B-82
Report of independent auditors	B-83
Statutory–basis financial statements
Statements of admitted assets, liabilities and capital and contingency reserves	B-85
Statements of operations	B-86
Statements of changes in capital and contingency reserves	B-87
Statements of cash flows	B-88
Notes	B-89

M Intelligent VUL   n   Statement of Additional Information B-81

Report of management responsibility

April 4, 2016

To the Policyholders of Teachers Insurance and Annuity Association of America:

Financial statements

The accompanying statutory-basis financial statements of Teachers Insurance and Annuity Association of America (“TIAA”) are the responsibility of management. They have been prepared on the basis of statutory accounting principles, a comprehensive basis of accounting comprised of accounting principles prescribed or permitted by the New York State Department of Financial Services. The financial statements of TIAA have been presented fairly and objectively in accordance with such statutory accounting principles.

In addition, TIAA’s internal audit personnel provide regular reviews and assessments of the internal controls and operations of TIAA, and the Senior Managing Director, Chief Auditor regularly reports to the Audit Committee of the TIAA Board of Trustees.

The independent auditors of PricewaterhouseCoopers LLP have audited the accompanying statutory-basis financial statements of TIAA for the years ended December 31, 2015, 2014 and 2013. To maintain auditor independence and avoid even the appearance of a conflict of interest, it continues to be TIAA’s policy that any management advisory or consulting service, which is not in accordance with TIAA’s specific auditor independence policies designed to avoid such conflicts, be obtained from a firm other than the independent auditor. The independent auditors’ report expresses an opinion in all material respects on the fairness of presentation of these statutory-basis financial statements.

The Audit Committee of the TIAA Board of Trustees, comprised entirely of independent, non-management trustees, meets regularly with management, representatives of the independent auditor and internal audit personnel to review matters relating to financial reporting, internal controls and auditing. In addition to the annual independent audit of the TIAA statutory-basis financial statements, the New York State Department of Financial Services and other state insurance departments regularly examine the operations and financial statements of TIAA as part of their periodic corporate examinations.

Internal control over financial reporting

TIAA’s internal control over financial reporting is a process effected by those charged with governance, management and other personnel, designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with statutory accounting principles. TIAA’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with statutory accounting principles, and the receipts and expenditures of the entity are being made only in accordance with authorizations of management and those charged with governance; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining effective internal control over financial reporting. Management assessed the effectiveness of the entity’s internal control over financial reporting as of December 31, 2015, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on that assessment, management concluded that, as of December 31, 2015, TIAA’s internal control over financial reporting is effective based on the criteria established in Internal Control-Integrated Framework (2013 Framework).

Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent public accounting firm, as stated in their report dated April 4, 2016.

Roger W. Ferguson, Jr.	Virginia M. Wilson
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer

B-82 Statement of Additional Information   n   M Intelligent VUL

Independent auditor’s report

To the Board of Trustees of Teachers Insurance and Annuity Association of America

We have audited the accompanying statutory-basis financial statements of Teachers Insurance and Annuity Association of America, which comprise the statutory-basis statements of admitted assets, liabilities, and capital and contingency reserves as of December 31, 2015 and 2014 and the related statutory-basis statements of operations, of changes in capital and contingency reserves and of cash flows for each of the three years in the period ended December 31, 2015. We also have audited Teachers Insurance and Annuity Association of America’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of the statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services; this includes the design, implementation, and maintenance of effective internal control over financial reporting relevant to the preparation and fair presentation of the statutory-basis financial statements that are free from material misstatement, whether due to error or fraud. Management is also responsible for its assertion about the effectiveness of internal control over financial reporting, included in the accompanying Report of Management Responsibility—Internal Control over Financial Reporting.

Auditor’s responsibility

Our responsibility is to express an opinion on the statutory-basis financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We conducted our audits of the statutory-basis financial statements in accordance with auditing standards generally accepted in the United States of America and our audit of internal control over financial reporting in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the statutory-basis financial statements are free from material misstatement and whether effective internal control over financial reporting was maintained in all material respects.

An audit of financial statements involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit of financial statements also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. An audit of internal control over financial reporting involves obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control over financial reporting based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that the audit evidence we obtained is sufficient and appropriate to provide a basis for our opinions.

Definitions and inherent limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process effected by those charged with governance, management, and other personnel, designed to provide reasonable assurance regarding the preparation of reliable statutory-basis financial statements in accordance with accounting practices prescribed or permitted by the New York State Department of Financial Services. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of statutory-basis financial statements in accordance with accounting practices prescribed or permitted by the New York State Department of Financial Services, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and those charged with governance; and (iii) provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the statutory-basis financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent, or detect and correct misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for adverse opinion on U.S. generally accepted accounting principles

As described in Note 2 to the statutory-basis financial statements, the statutory-basis financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by the New York State Department of Financial Services, which is a basis of accounting other than accounting principles generally accepted in the United States of America.

The effects on the statutory-basis financial statements of the variances between the statutory basis of accounting described in Note 2 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

M Intelligent VUL   n   Statement of Additional Information B-83

Adverse opinion on U.S. generally accepted accounting principles

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles section, the statutory-basis financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2015 and 2014, or the results of its operations or its cash flows thereof for each of the three years in the period ended December 31, 2015.

Opinions on statutory-basis of accounting and internal control over financial reporting

In our opinion, the statutory-basis financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, and capital and contingency reserves of Teachers Insurance and Annuity Association of America as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2015 in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services described in Note 2. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 4, 2016

B-84 Statement of Additional Information   n   M Intelligent VUL

Statutory–basis statements of admitted assets, liabilities and capital and contingency reserves

Teachers Insurance and Annuity Association of America

	December 31,
(in millions)	2015		2014
ADMITTED ASSETS
Bonds	$	181,247	$	180,086
Preferred stocks		195		100
Common stocks		3,076		2,903
Mortgage loans		19,046		15,613
Real estate		1,938		1,966
Cash, cash equivalents and short-term investments		533		1,542
Contract loans		1,591		1,555
Derivatives		268		218
Securities lending collateral assets		827		614
Other long-term investments		25,998		26,018
Investment income due and accrued		1,765		1,756
Federal income taxes recoverable		—		5
Net deferred federal income tax asset		3,209		3,221
Other assets		504		506
Separate account assets		29,897		26,531
Total admitted assets	$	270,094	$	262,634
LIABILITIES, CAPITAL AND CONTINGENCY RESERVES
Liabilities
Reserves for life and health insurance, annuities and deposit-type contracts	$	194,057	$	189,956
Dividends due to policyholders		1,908		1,942
Interest maintenance reserve		1,927		2,106
Federal income taxes payable		19		—
Asset valuation reserve		3,910		5,020
Derivatives		42		123
Payable for collateral for securities loaned		827		614
Other liabilities		2,786		2,431
Separate account liabilities		29,883		26,522
Total liabilities		235,359		228,714
Capital and contingency reserves
Capital (2,500 shares of $1,000 par value common stock issued and outstanding and $550,000 paid-in capital)		3		3
Surplus notes		4,000		4,000
Contingency reserves:
For investment losses, annuity and insurance mortality, and other risks		30,732		29,917
Total capital and contingency reserves		34,735		33,920
Total liabilities, capital and contingency reserves	$	270,094	$	262,634

See notes to statutory-basis financial statements M Intelligent VUL   n   Statement of Additional Information B-85

Statutory–basis statements of operations

Teachers Insurance and Annuity Association of America

	For the Years Ended December 31,
(in millions)	2015			2014			2013
REVENUES
Insurance and annuity premiums and other considerations	$	13,659		$	12,910		$	14,395
Annuity dividend additions		1,574			1,783			1,585
Net investment income		11,335			11,253			11,274
Other revenue		289			251			242
Total revenues	$	26,857		$	26,197		$	27,496
BENEFITS AND EXPENSES
Policy and contract benefits	$	14,575		$	13,992		$	13,136
Dividends to policyholders		3,334			3,589			3,409
Increase in policy and contract reserves		3,922			3,927			5,749
Net operating expenses		1,643			1,689			1,183
Net transfers to separate accounts		1,725			1,676			1,879
Total benefits and expenses	$	25,199		$	24,873		$	25,356
Income before federal income taxes and net realized capital gains (losses)	$	1,658		$	1,324		$	2,140
Federal income tax (benefit)		(83	)		(37	)		(28	)
Net realized capital gains (losses) less capital gains taxes, after transfers to the interest maintenance reserve		(487	)		(377	)		(417	)
Net income	$	1,254		$	984		$	1,751

B-86 Statement of Additional Information   n   M Intelligent VUL See notes to statutory-basis financial statements

Statutory–basis statements of changes in capital and contingency reserves

Teachers Insurance and Annuity Association of America

(in millions)	Capital Stock and Additional Paid-in Capital		Contingency Reserves			Total
Balance, December 31, 2012	$	3	$	29,306		$	29,309
Net income		—		1,751			1,751
Net unrealized capital gains on investments		—		1,193			1,193
Change in asset valuation reserve		—		(1,209	)		(1,209	)
Change in surplus of separate accounts		—		(18	)		(18	)
Change in net deferred income tax		—		(1,083	)		(1,083	)
Change in post-retirement benefit liability		—		(11	)		(11	)
Change in non-admitted assets:
Deferred federal income tax asset		—		937			937
Other assets		—		(90	)		(90	)
Balance, December 31, 2013	$	3	$	30,776		$	30,779
Net income		—		984			984
Net unrealized capital gains on investments		—		337			337
Change in asset valuation reserve		—		(387	)		(387	)
Change in net deferred income tax		—		(447	)		(447	)
Change in post-retirement benefit liability		—		60			60
Change in non-admitted assets:
Deferred federal income tax asset		—		579			579
Other assets		—		15			15
Issuance of surplus notes		—		2,000			2,000
Balance, December 31, 2014	$	3	$	33,917		$	33,920
Net income		—		1,254			1,254
Net unrealized capital losses on investments		—		(1,433	)		(1,433	)
Change in asset valuation reserve		—		1,110			1,110
Change in net deferred income tax		—		(160	)		(160	)
Change in post-retirement benefit liability		—		1			1
Change in non-admitted assets:
Deferred federal income tax asset		—		147			147
Other assets		—		(104	)		(104	)
Balance, December 31, 2015	$	3	$	34,732		$	34,735

See notes to statutory-basis financial statements M Intelligent VUL   n   Statement of Additional Information B-87

Statutory–basis statements of cash flows

Teachers Insurance and Annuity Association of America

	For the Years Ended December 31,
(in millions)	2015			2014			2013
CASH FROM OPERATIONS
Insurance and annuity premiums and other considerations	$	13,666		$	12,914		$	14,398
Net investment income		10,776			10,742			10,770
Miscellaneous income		281			249			219
Total receipts		24,723			23,905			25,387
Policy and contract benefits		14,211			13,736			12,954
Operating expenses		1,756			1,561			1,276
Dividends paid to policyholders		1,794			1,801			1,741
Federal income tax benefit		(108	)		(32	)		(13	)
Net transfers to separate accounts		1,726			1,673			1,505
Total Disbursements		19,379			18,739			17,463
Net cash from operations		5,344			5,166			7,924
CASH FROM INVESTMENTS
Proceeds from investments sold, matured, or repaid:
Bonds		22,145			24,289			26,969
Stocks		819			207			872
Mortgage loans and real estate		2,419			2,434			2,131
Other invested assets		2,624			2,473			3,293
Miscellaneous proceeds		333			365			12
Cost of investments acquired:
Bonds		23,440			23,043			32,998
Stocks		1,167			474			936
Mortgage loans and real estate		6,145			4,016			3,753
Other invested assets		4,047			8,665			3,482
Miscellaneous applications		254			703			248
Net cash from investments		(6,713	)		(7,133	)		(8,140	)
CASH FROM FINANCING AND OTHER
Issuance of surplus notes		—			2,000			—
Borrowed money		—			—			(51	)
Net deposits on deposit-type contracts funds		20			71			70
Other cash provided (applied)		340			76			(122	)
Net cash from financing and other		360			2,147			(103	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS		(1,009	)		180			(319	)
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR		1,542			1,362			1,681
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, END OF YEAR	$	533		$	1,542		$	1,362

B-88 Statement of Additional Information   n   M Intelligent VUL See notes to statutory-basis financial statements

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Note 1—organization

Teachers Insurance and Annuity Association of America (“TIAA” or the “Company”) was established in 1918 as a legal reserve life insurance company under the insurance laws of the State of New York. All of the outstanding common stock of TIAA is held by the TIAA Board of Overseers (“Board of Overseers”), a not-for-profit corporation incorporated in the State of New York originally created for the purpose of holding the stock of TIAA.

The Company’s primary purpose is to aid and strengthen non-profit educational and research organizations, governmental entities and other non-profit institutions by providing retirement and insurance benefits for their employees and their families and by counseling such organizations and their employees on benefit plans and other measures of economic security.

Note 2—significant accounting policies

Basis of presentation:

The accompanying financial statements have been prepared on the basis of statutory accounting principles prescribed or permitted by the New York State Department of Financial Services (“NYDFS” or the “Department”); a comprehensive basis of accounting that differs from accounting principles generally accepted in the United States (“GAAP”). The Department requires insurance companies domiciled in the State of New York to prepare their statutory-basis financial statements in accordance with the National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviation prescribed or permitted by the Department (“New York SAP”).

The table below provides a reconciliation of the Company’s net income and capital and contingency reserves between NAIC SAP and the New York SAP annual statement filed with the Department. The primary differences arise because the Company maintains more conservative reserves, as prescribed or permitted by New York SAP, under which annuity reserves are generally discounted on the basis of mortality tables and contractually guaranteed interest rates.

The additional reserve for the term conversions results from the Department requiring in Regulation No. 147 (11NYCRR 98) Valuation of Life Insurance Reserves Section 98.4 for any policy which guarantees renewal, or conversion to another policy, without evidence of insurability, additional reserves shall be held that account for excess mortality due to anti-selection with appropriate margins to cover expenses and risk of moderately adverse deviations in experience.

	For the Years Ended December 31,
(in millions)	2015		2014		2013
Net income, New York SAP	$	1,254	$	984	$	1,751
New York SAP prescribed practices:
Additional reserves for:
Term conversions		—		—		2
Deferred and payout annuities issued after 2000		25		94		73
Net income, NAIC SAP	$	1,279	$	1,078	$	1,826
Capital and contingency reserves, New York SAP	$	34,735	$	33,920	$	30,779
New York SAP prescribed practices:
Additional reserves for:
Term conversions		20		20		20
Deferred and payout annuities issued after 2000		4,109		4,084		3,990
Capital and contingency reserves, NAIC SAP	$	38,864	$	38,024	$	34,789

Accounting Principles Generally Accepted in the United States: The Financial Accounting Standards Board (“FASB”) dictates the accounting principles for financial statements that are prepared in conformity with GAAP with applicable authoritative accounting pronouncements. As a result, the Company cannot refer to financial statements prepared in accordance with NAIC SAP and New York SAP as having been prepared in accordance with GAAP.

The primary differences between GAAP and NAIC SAP can be summarized as follows:

Under GAAP:

• Investments in bonds considered to be “available for sale” are carried at fair value under GAAP rather than at amortized cost under NAIC SAP;

• Impairments on securities (other than loan-backed and structured securities) due to credit losses are recorded as other-than-temporary impairments (“OTTI”) through earnings for the difference between amortized cost and discounted cash flows when a security is deemed impaired. Other declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity. Under NAIC SAP, an impairment for such securities is recorded through earnings for the difference between amortized cost and fair value;

M Intelligent VUL   n   Statement of Additional Information B-89

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

• For loan-backed and structured securities that are other-than-temporarily impaired, declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity. Under NAIC SAP, such declines in fair value are not recorded until a credit loss occurs;

• Changes in the allowance for estimated uncollectible amounts related to mortgage loans are recorded through earnings under GAAP rather than as unrealized losses on impairments included in the Asset Valuation Reserve, which is a component of surplus under NAIC SAP;

• Changes in the value of certain other long-term investments accounted for under the equity method of accounting are recorded through earnings under GAAP rather than as unrealized gains (losses), which is a component of surplus under NAIC SAP;

• Investments in wholly-owned subsidiaries, other entities under the control of the parent, and certain variable interest entities are consolidated in the parent’s financial statements rather than being carried at the parent’s share of the underlying GAAP equity or statutory surplus of a domestic insurance subsidiary;

• Contracts that contain an embedded derivative are not bifurcated between components and are accounted for as part of the host contract, whereas under GAAP, the embedded derivative would be bifurcated from the host contract and accounted for separately;

• Certain assets designated as “non-admitted assets” and excluded from assets in the statutory balance sheet are included in the GAAP balance sheet;

• Surplus notes are reported as a liability rather than a component of capital and contingency reserves;

• The Asset Valuation Reserve (“AVR”) is eliminated as it is not recognized under GAAP. The AVR is established under NAIC SAP with changes recorded as a direct charge to surplus;

• The Interest Maintenance Reserve (“IMR”) is eliminated as it is not recognized under GAAP. The realized gains and losses resulting from changes in interest rates are reported as a component of net income under GAAP rather than being deferred and subsequently amortized into income over the remaining expected life of the investment sold;

• Dividends on participating policies are accrued when earned under GAAP rather than being recognized for the year when they are approved;

• Policy acquisition costs, such as commissions, and other costs incurred in connection with acquiring new business, are deferred and amortized over the expected lives of the policies issued under GAAP rather than being expensed when incurred;

• Policy and contract reserves are based on management’s best estimates of expected mortality, morbidity, persistency and interest under GAAP rather than being based on statutory mortality, morbidity and interest requirements;

• Deferred income taxes, subject to valuation allowance, include federal and state income taxes and changes in the deferred tax are reflected in earnings. Under NAIC SAP, deferred taxes exclude state income taxes and are admitted to the extent they can be realized within three years subject to a 15% limitation of capital and surplus with changes in the net deferred tax reflected as a component of surplus;

• Contracts that do not subject the Company to risks arising from policyholder mortality or morbidity are reported as a deposit liability. Under NAIC SAP, contracts that have any mortality and morbidity risk, regardless of significance, and contracts with life contingent annuity purchase rate guarantees are classified as insurance contracts and amounts received under these contracts are reported as revenue;

• Assets and liabilities are reported gross of reinsurance under GAAP and net of reinsurance under NAIC SAP. Certain reinsurance transactions are accounted for as financing transactions under GAAP and as reinsurance under NAIC SAP. Transactions recorded as financing have no impact on premiums or losses incurred, while under NAIC SAP, premiums paid to the reinsurer are recorded as ceded premiums (a reduction in revenue) and expected reimbursement for losses from the reinsurer are recorded as a reduction in losses;

• When reserves ceded to an unauthorized reinsurer exceed the assets or letters of credit supporting the reserves no liability is established under GAAP. Under NAIC SAP, a liability is established and changes to these amounts are credited or charged directly to unassigned surplus (deficit).

The effects of these differences, while not determined, are presumed to be material.

Reclassifications: Certain amounts in the 2014 and 2013 statutory financial statements have been reclassified to conform with the 2015 presentation.

Use of Estimates: The preparation of statutory-basis financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities at the date of the financial statements. Management is also required to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

The most significant estimates include those used in the recognition of other-than-temporary impairments, reserves for life and health insurance, annuities and deposit-type contracts and the valuation of deferred tax assets.

B-90 Statement of Additional Information   n   M Intelligent VUL

continued

Accounting policies:

The following is a summary of the significant accounting policies followed by the Company:

Investments: Publicly traded securities are accounted for as of the date the investments are purchased or sold (trade date). Other investments are recorded on the settlement date. Realized capital gains and losses on investment transactions are accounted for under the specific identification method. A realized loss is recorded when an impairment is considered to be other-than-temporary.

Bonds: Bonds are stated at amortized cost using the current effective interest method. Bonds in or near default (rated NAIC 6) are stated at the lower of amortized cost or fair value. Bonds the Company intends to sell prior to maturity (“held for sale”) are stated at the lower of amortized cost or fair value.

Included within bonds are loan-backed and structured securities. Estimated future cash flows and expected prepayment speeds are used to determine the amortization of loan-backed and structured securities under the prospective method. Expected future cash flows and prepayment speeds are evaluated quarterly. Certain loan-backed and structured securities are reported at the lower of amortized cost or fair value as a result of the NAIC modeling process.

If it is determined that a decline in the fair value of a bond, excluding loan-backed and structured securities, is other-than-temporary, the cost basis of the bond is written down to fair value and the amount of the write down is accounted for as a realized loss. The new cost basis is not changed for subsequent recoveries in fair value. Future declines in fair value which are determined to be other-than-temporary are recorded as realized losses.

For loan-backed and structured securities, which the Company has the intent and ability to hold for a period of time sufficient to recover the amortized cost basis, when an OTTI has occurred because the Company does not expect to recover the entire amortized cost basis of the security, the amount of the OTTI recognized as a realized loss is the difference between the security’s amortized cost basis and the present value of cash flows expected to be collected, discounted at the loan-backed or structured security’s effective interest rate.

For loan-backed and structured securities, when an OTTI has occurred because the Company intends to sell the security or the Company does not have the intent and ability to retain the security for a period of time sufficient to recover the amortized cost basis, the amount of the OTTI realized is the difference between the security’s amortized cost basis and fair value at the balance sheet date.

In periods subsequent to the recognition of an OTTI loss for a loan-backed or structured security, the Company accounts for the other-than-temporarily impaired security as if the security had been purchased on the measurement date of the impairment. The difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income in future periods based on prospective changes in cash flow estimates.

Preferred Stocks: Preferred stocks are stated at amortized cost unless they have an NAIC rating designation of 4, 5, or 6 which are stated at the lower of amortized cost or fair value. The fair values of preferred stocks are determined using prices provided by third party pricing services or valuations from the NAIC. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Common Stocks: Unaffiliated common stocks are stated at fair value, which is based on quoted market prices, where available. Changes in fair value are recorded through surplus as an unrealized gain or loss. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Mortgage Loans: Mortgage loans are stated at amortized cost, net of valuation allowances. Mortgage loans held for sale are stated at the lower of amortized cost or fair value. Mortgage loans are evaluated for impairment when it is probable that the receipt of contractual payments of principal and interest may not occur when scheduled. If the impairment is considered to be temporary, a valuation allowance is established for the excess of the carrying value of the mortgage over its estimated fair value. Changes in valuation allowance for mortgage loans are included in net unrealized capital gains and losses on investments. When an event occurs resulting in an impairment that is other-than-temporary, a direct write-down is recorded as a realized loss and a new cost basis is established. The fair value of mortgage loans is generally determined using a discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions.

Real Estate: Real estate occupied by the Company and real estate held for the production of income is carried at depreciated cost, less encumbrances. Real estate held for sale is carried at the lower of depreciated cost or fair value, less encumbrances, and estimated costs to sell. The Company utilizes the straight-line method of depreciation on real estate and it is generally computed over a forty-year period. A real estate property may be considered impaired when events or circumstances indicate that the carrying value may not be recoverable. When the Company determines that an investment in real estate is impaired, a direct write-down is made to reduce the carrying value of the property to its estimated fair value based on an external appraisal, net of encumbrances, and a realized loss is recorded.

M Intelligent VUL   n   Statement of Additional Information B-91

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

The Company makes investments in commercial real estate directly, through wholly owned subsidiaries and through real estate limited partnerships. The Company monitors the effects of current and expected market conditions and other factors on its real estate investments to identify and quantify any impairment in value. The Company assesses assets to determine if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company evaluates the recoverability of income producing investments based on undiscounted cash flows and then reviews the results of an independent third party appraisal to determine the fair value and if an impairment is required.

Other Long-term Investments: Other long-term investments primarily include investments in joint ventures, partnerships, and limited liability companies which are stated at cost adjusted for the Company’s percentage of the most recent available financial statements based on the underlying U.S. GAAP, International Financial Reporting Standards or U.S. Tax basis equity as reflected on the respective entity’s financial statements.

The Company monitors the effects of current and expected market conditions and other factors on these investments to identify and quantify any impairment in value. The Company assesses the investments for potential impairment by performing analysis between the fair value and the cost basis of the investments. The Company evaluates recoverability of the asset to determine if OTTI is warranted. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Investments in wholly-owned subsidiaries are stated at the value of their underlying net assets as follows: (1) domestic insurance subsidiaries are stated at the value of their underlying statutory surplus and (2) non-insurance subsidiaries are stated at the value of their underlying audited GAAP equity. Dividends and distributions from subsidiaries are recorded in investment income to the extent they are not in excess of the investee’s undistributed accumulated earnings and changes in the equity of subsidiaries are recorded directly to surplus as unrealized gains or losses.

Other long-term investments include the Company’s investments in surplus notes, which are stated at amortized cost. All of the Company’s investments in surplus notes have an NAIC 1 rating designation.

Cash and Cash Equivalents: Cash includes cash on deposit and cash equivalents. Cash equivalents are short-term, highly liquid investments, with original maturities of three months or less at the date of purchase and are stated at amortized cost.

Short-Term Investments: Short-term investments (investments with remaining maturities of one year or less at the time of acquisition, excluding those investments classified as cash equivalents) that are not impaired are stated at amortized cost using the straight line interest method. Short-term investments that are impaired are stated at the lower of amortized cost or fair value.

Contract Loans: Contract loans are stated at outstanding principal balances. The excess of unpaid contract loan balances over the cash surrender value, if any, is non-admitted and reflected as an adjustment to surplus. Interest income on such contract loans is recorded as earned using the contractually agreed upon interest rate.

Derivative Instruments: The Company has filed a Derivatives Use Plan with the Department. This plan details the Company’s derivative policy objectives, strategies, controls and any restrictions placed on various derivative types. The plan also specifies the procedures and systems that the Company has established to evaluate, monitor and report on the derivative portfolio in terms of valuation, hedge effectiveness and counterparty credit quality. The Company may use derivative instruments for hedging, income generation, or asset replication purposes.

Derivatives used by the Company may include swaps, forwards, futures or options.

The carrying value of a derivative position may be at cost or fair value, depending on the type of instrument and accounting status. Hedge accounting is applied for some foreign currency swaps that hedge fixed income investments carried at amortized cost. A currency translation adjustment computed at the spot rate is recorded for these foreign currency swaps as an unrealized gain or loss. The derivative component of a Replication (Synthetic Asset) Transaction (“RSAT”) is carried at unamortized premiums received or paid, adjusted for any impairments. The cash component of a RSAT is classified as a bond on the Company’s balance sheet and carried at amortized cost. Derivatives used in hedging transactions where hedge accounting is not being utilized are carried at fair value. The Company does not offset the carrying value amounts recognized for derivatives executed with the same counterparty under a netting agreement.

Investment Income Due and Accrued: Investment income due is investment income earned and legally due to be paid to the Company at the reporting date. Investment income accrued is investment income earned but not legally due to be paid to the Company until subsequent to the reporting date. The Company writes off amounts deemed uncollectible as a charge against investment income in the period such determination is made. Amounts deemed collectible, but over 90 days past due for any invested asset except mortgage loans in default are non-admitted. Amounts deemed collectible, but over 180 days past due for mortgage loans in default are non-admitted. The Company accrues interest income on impaired loans to the extent it is deemed collectible.

Separate Accounts: Separate Accounts are established in conformity with insurance laws, are segregated from the Company’s general account and are maintained for the benefit of separate account contract holders. Separate accounts are accounted for at fair value, except the TIAA Stable Value Separate Account (“TSV”), which supports book value separate account agreements, in

B-92 Statement of Additional Information   n   M Intelligent VUL

continued

which case the assets are accounted for at amortized cost in accordance with NYDFS guidance. Separate account liabilities reflect the contractual obligations of the insurer arising out of the provisions of the insurance contract.

Foreign Currency Transactions and Translation: Investments denominated in foreign currencies and foreign currency contracts are valued in U.S. dollars, based on exchange rates at the end of the relevant period. Investment transactions in foreign currencies are recorded at the exchange rates prevailing on the respective transaction dates. All other asset and liability accounts denominated in foreign currencies are adjusted to reflect exchange rates at the end of the relevant period. Realized and unrealized gains and losses due to foreign exchange transactions and translation adjustments are not separately reported but are collectively included in realized and unrealized capital gains and losses, respectively.

Non-Admitted Assets: For statutory accounting purposes, certain assets are designated as non-admitted assets. Changes in non-admitted assets are reported as a direct adjustment to surplus.

At December 31, the major categories of assets that are non-admitted are as follows (in millions):

	2015		2014		Change
Net deferred federal income tax asset	$	7,301	$	7,448	$	(147	)
Furniture and electronic data processing equipment		578		494		84
Other long-term investments		191		188		3
Receivable from parent, subsidiaries and affiliates		118		113		5
Other		185		173		12
Total	$	8,373	$	8,416	$	(43	)

Electronic Data Processing Equipment, Computer Software, Furniture and Equipment and Leasehold Improvements: Electronic data processing (“EDP”) equipment, computer software and furniture and equipment which qualify for capitalization are depreciated over the lesser of useful life or 3 years. Office alterations and leasehold tenant improvements which qualify for capitalization are depreciated over the lesser of useful life or 5 years or the remaining life of the lease, respectively.

At December 31, the accumulated depreciation on EDP equipment, computer software, furniture and equipment and leasehold improvements is as follows (in millions):

	2015		2014
EDP equipment and computer software	$	1,324	$	1,075
Furniture and equipment and leasehold improvements	$	448	$	435

At December 31, the related depreciation expenses are as follows (in millions):

	2015		2014		2013
EDP equipment and computer software	$	136	$	122	$	77
Furniture and equipment and leasehold improvements	$	12	$	8	$	10

Insurance and Annuity Premiums: Life insurance premiums are recognized as revenue over the premium-paying period of the related policies. Annuity considerations are recognized as revenue when received. Deposits on deposit-type contracts are recorded directly as a liability when received. Expenses incurred when acquiring new business are charged to operations as incurred.

Reserves for Life and Health Insurance, Annuities and Deposit-type Contracts: Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial methodology. The reserves established utilize assumptions for interest, mortality and other risks insured. Such reserves are established to provide for adequate contractual benefits guaranteed under policy and contract provisions.

Liabilities for deposit-type contracts, which do not contain any life contingencies, are equal to deposits received and interest credited to the benefit of contract holders, less surrenders or withdrawals (that represent a return to the contract holders) plus additional reserves (if any) necessitated by actuarial regulations.

The Company performed Asset Adequacy Analysis in order to test the adequacy of its reserves in light of the assets supporting such reserves, and determined that its reserves are sufficient to meet its obligations.

Reinsurance: The Company enters into reinsurance agreements in the normal course of its insurance business to reduce overall risk. The Company remains liable for reinsurance ceded if the reinsurer fails to meet its obligation on the business assumed. All reinsurance is placed with unaffiliated reinsurers. A liability is established for reserves ceded to unauthorized reinsurers which are not secured by or in excess of letters of credit or trust agreements. The Company does not have reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. Amounts shown in the financial statements are reported net of the impact of reinsurance.

M Intelligent VUL   n   Statement of Additional Information B-93

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Asset Valuation Reserve (“AVR”) and Interest Maintenance Reserve (“IMR”): Mandatory reserves have been established for the General Account and Separate Account investments, where required. Such reserves consist of the AVR for potential credit-related losses on applicable General Account and Separate Account invested assets. Changes to the AVR are reported as direct additions to or deductions from surplus. An IMR is established for interest-related realized capital gains (losses) resulting from changes in the general level of interest rates for the General Account, as well as any Separate Accounts, not carried at fair value. Transfers to the IMR are deducted from realized capital gains and losses and are net of related federal income tax. IMR amortization, as calculated under the grouped method as specified by NY SAP, is included in net investment income. Net realized capital gains (losses) are presented net of federal income tax expense or benefit and IMR transfer.

Repurchase Agreement: Repurchase agreements are agreements between a seller and a buyer, whereby the seller of securities sells and simultaneously agrees to repurchase the same or substantially the same securities from the buyer at a stated price on a specified date. Repurchase agreements are generally accounted for as secured borrowings. The assets transferred are not removed from the balance sheet; the cash collateral received is reported on the balance sheet with an offsetting liability reported in “Other liabilities”.

Securities Lending Program: The Company has a securities lending program whereby it may lend securities to qualified institutional borrowers to earn additional income. The Company receives collateral (in the form of cash) against the loaned securities and maintains collateral in an amount not less than 102% of the market value of loaned securities during the period of the loan. The cash collateral received is reported in “Securities lending collateral assets” with an offsetting collateral liability included in “Payable for collateral for securities loaned”. Securities lending income is recorded in the accompanying Statements of Operations as net investment income.

Dividends Due to Policyholders: Dividends on insurance policies and pension annuity contracts in the payout phase are declared by the TIAA Board of Trustees (the “Board”) in the fourth quarter of each year, and such dividends are credited to policyholders in the following calendar year. Dividends on pension annuity contracts in the accumulation phase are declared by the Board in February of each year, and such dividends on the various existing vintages of pension annuity contracts in the accumulation phase are credited to policyholders during the ensuing twelve month period beginning March 1.

Statements of Cash Flows: Noncash activities are excluded from the Statutory—Basis Statements of Cash Flows. These noncash activities for the years ended December 31 include the following (in millions):

	2015		2014		2013
Exchange/transfer/conversion/distribution of invested assets	$	4,302	$	2,797	$	5,523
Capitalized interest		308		304		341
Total	$	4,610	$	3,101	$	5,864

Application of new accounting pronouncements:

Effective January 1, 2015, the Company adopted SSAP No. 40R—Wholly-Owned Single Real Estate Investments held in an LLC effective for the quarter and annual reporting periods beginning January 1, 2015. This adopted guidance incorporates wholly-owned, single real estate held in an LLC into the scope of SSAP No. 40R, and clarifies in SSAP No. 48 that these types of investments are within the scope of SSAP No. 40R. This guidance allows an entity that holds real estate investments through an LLC, to separately report each investment on Schedule A—Real Estate, and code the real estate as wholly owned through an LLC. All real estate owned through an LLC meeting the criteria of SSAP No. 40R are required to be captured within this statement, and are subject to this statement’s requirements for valuation and admittance. Adoption of SSAP No. 40R did not have a material impact on the Company’s financial statements in 2015.

B-94 Statement of Additional Information   n   M Intelligent VUL

continued

Note 3—long-term bonds, preferred stocks, and unaffiliated common stocks

The book/adjusted carrying value, estimated fair value, excess of fair value over book/adjusted carrying value and excess of book/adjusted carrying value over fair value of long-term bonds at December 31, is shown below (in millions):

	2015
			Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/Adjusted Carrying Value		Book/Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. governments	$	38,816	$	3,876	$	(63	)	$	42,629
All other governments		4,815		412		(103	)		5,124
States, territories and possessions		715		63		(8	)		770
Political subdivisions of states, territories, and possessions		720		32		(19	)		733
Special revenue and special assessment, non-guaranteed agencies and government		17,397		1,261		(122	)		18,536
Credit tenant loans		7,171		479		(60	)		7,590
Industrial and miscellaneous		110,024		5,598		(2,522	)		113,100
Hybrids		666		58		(15	)		709
Parent, subsidiaries and affiliates		923		—		—			923
Total	$	181,247	$	11,779	$	(2,912	)	$	190,114
	2014
			Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/Adjusted Carrying Value		Book/Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. governments	$	39,309	$	4,567	$	(63	)	$	43,813
All other governments		4,379		548		(20	)		4,907
States, territories and possessions		700		87		(1	)		786
Political subdivisions of states, territories, and possessions		558		36		(5	)		589
Special revenue and special assessment, non-guaranteed agencies and government		18,372		1,532		(81	)		19,823
Credit tenant loans		6,493		527		(13	)		7,007
Industrial and miscellaneous		107,462		8,550		(607	)		115,405
Hybrids		918		78		(12	)		984
Parent, subsidiaries and affiliates		1,895		23		(1	)		1,917
Total	$	180,086	$	15,948	$	(803	)	$	195,231

Impairment Review Process: All securities are subjected to the Company’s process for identifying OTTI. The Company writes down securities it deems to have an OTTI in value during the period the securities are deemed to be impaired, based on management’s case-by-case evaluation of the decline in value and prospects for recovery. Management considers a wide range of factors in the impairment evaluation process, including, but not limited to, the following: (a) the length of time the fair value has been below amortized cost; (b) the financial condition and near-term prospects of the issuer; (c) whether the debtor is current on contractually obligated interest and principal payments; (d) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value or repayment; (e) information obtained from regulators and ratings agencies; (f) the potential for impairments in an entire industry sector or sub-sector; (g) the potential for impairments in certain economically-depressed geographic locations and (h) the potential for impairment based on an estimated discounted cash flow analysis for structured and loan-backed securities. Where impairment is considered to be other-than-temporary, the Company recognizes a write-down as a realized loss and adjusts the cost basis of the security accordingly. The Company does not change the revised cost basis for subsequent recoveries in value. Once an impairment write-down is recorded, the Company continues to review the impaired security for potential impairment on an ongoing basis.

M Intelligent VUL   n   Statement of Additional Information B-95

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Unrealized Losses on Bonds, Preferred Stocks and Unaffiliated Common Stocks: The gross unrealized losses and estimated fair values for securities by the length of time that individual securities are in a continuous unrealized loss position are shown in the table below (in millions):

	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2015
Loan-backed and structured bonds	$	10,961	$	(216	)	$	10,745	$	3,320	$	(192	)	$	3,128
All other bonds		33,040		(1,648	)		31,392		6,482		(860	)		5,622
Total bonds	$	44,001	$	(1,864	)	$	42,137	$	9,802	$	(1,052	)	$	8,750
Unaffiliated common stocks		297		(17	)		280		14		(2	)		12
Preferred stocks		10		(1	)		9		—		—			—
Total bonds and stocks	$	44,308	$	(1,882	)	$	42,426	$	9,816	$	(1,054	)	$	8,762
	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2014
Loan-backed and structured bonds	$	1,796	$	(22	)	$	1,774	$	6,182	$	(256	)	$	5,926
All other bonds		7,657		(254	)		7,403		8,691		(291	)		8,400
Total bonds	$	9,453	$	(276	)	$	9,177	$	14,873	$	(547	)	$	14,326
Unaffiliated common stocks		29		(4	)		25		—		—			—
Preferred stocks		11		—			11		—		—			—
Total bonds and stocks	$	9,493	$	(280	)	$	9,213	$	14,873	$	(547	)	$	14,326

Based upon the Company’s current evaluation of these securities in accordance with its impairment policy, the Company has concluded that these securities are not other–than-temporarily impaired. Additionally, the Company currently intends and has the ability to hold the securities with unrealized losses for a period of time sufficient for them to recover.

Scheduled Maturities of Bonds: The carrying value and estimated fair value of bonds, categorized by contractual maturity, are shown below. Bonds not due at a single maturity date have been included in the following table based on the year of final maturity. Actual maturities may differ from contractual maturities because borrowers may prepay obligations with or without call or prepayment penalties. Mortgage-backed and asset-backed securities are shown separately in the table below, as they are not due at a single maturity date (in millions):

	December 31, 2015				December 31, 2014
	Book/ Adjusted Carrying Value		Estimated Fair Value		Book/ Adjusted Carrying Value		Estimated Fair Value
Due in one year or less	$	3,642	$	3,711	$	4,160	$	4,253
Due after one year through five years		18,613		19,544		17,676		19,152
Due after five years through ten years		40,593		40,503		38,670		40,121
Due after ten years		51,039		54,672		47,779		54,838
Subtotal		113,887		118,430		108,285		118,364
Residential mortgage-backed securities		39,379		42,485		44,187		47,745
Commercial mortgage-backed securities		10,669		10,831		10,817		11,191
Asset-backed securities		17,312		18,368		16,797		17,931
Subtotal		67,360		71,684		71,801		76,867
Total	$	181,247	$	190,114	$	180,086	$	195,231

B-96 Statement of Additional Information   n   M Intelligent VUL

continued

Bond Diversification: The carrying values of long-term bond investments are diversified by the following classification at December 31 as follows:

	2015			2014
Residential mortgage-backed securities		21.7	%		24.5	%
U.S. and other governments		11.4			11.1
Manufacturing		11.2			10.8
Asset-backed securities		9.6			9.3
Public utilities		9.6			9.3
Finance and financial services		6.1			5.8
Commercial mortgage-backed securities		5.9			6.0
Services		5.4			4.5
Oil and gas		5.2			5.2
Revenue and special obligations		4.2			3.6
Communications		3.0			3.1
Other		6.7			6.8
Total		100.0	%		100.0	%

The following table presents the carrying value of the long-term bond portfolio by investment grade as of December 31, (dollars in millions):

	2015				2014
NAIC 1 and 2	$	167,506	92.4	%	$	167,857	93.2	%
NAIC 3 through 6		13,741	7.6			12,229	6.8
Total	$	181,247	100	%	$	180,086	100	%

Sub-prime exposure: The following table presents the carrying value of the sub-prime residential mortgage-backed securities by investment grade as of December 31, (dollars in millions):

	2015				2014
NAIC 1 and 2	$	2,316	97.4	%	$	2,552	93.8	%
NAIC 3 through 6		61	2.6			169	6.2
Total	$	2,377	100	%	$	2,721	100	%

Loan-backed and Structured Securities: The near-term prepayment assumptions for loan-backed and structured securities are based on historical averages drawing from performance experience for a particular transaction and may vary by security type. The long-term assumptions are adjusted based on expected performance.

The following table represents OTTI on securities with the intent to sell for the years ended December 31, (in millions):

	2015
	1		2						3
	Amortized		OTTI Recognized in Loss
	Cost Basis Before OTTI		2a Interest			2b Non-interest			Fair Value 1-(2a+2b)
OTTI recognized 1st quarter
a. Intent to sell	$	35	$	—	*	$	—	*	$	35
Total 1st quarter	$	35	$	—	*	$	—	*	$	35
OTTI recognized 2nd quarter
a. Intent to sell	$	2	$	—	*	$	—	*	$	2
Total 2nd quarter	$	2	$	—	*	$	—	*	$	2
OTTI recognized 3rd quarter
a. Intent to sell	$	105	$	1		$	1		$	103
Total 3rd quarter	$	105	$	1		$	1		$	103
OTTI recognized 4th quarter
a. Intent to sell	$	138	$	4		$	—	*	$	134
Total 4th quarter	$	138	$	4		$	—	*	$	134
Annual Aggregate Total			$	5		$	1

M Intelligent VUL   n   Statement of Additional Information B-97

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

	2014
	1		2					3
	Amortized		OTTI Recognized in Loss
	Cost Basis Before OTTI		2a Interest		2b Non-interest			Fair Value 1-(2a+2b)
OTTI recognized 1st quarter
a. Intent to sell	$	370	$	79	$	(20	)	$	311
Total 1st quarter	$	370	$	79	$	(20	)	$	311
OTTI recognized 2nd quarter
a. Intent to sell	$	115	$	16	$	1		$	98
Total 2nd quarter	$	115	$	16	$	1		$	98
OTTI recognized 3rd quarter
a. Intent to sell	$	1,588	$	40	$	3		$	1,545
Total 3rd quarter	$	1,588	$	40	$	3		$	1,545
OTTI recognized 4th quarter
a. Intent to sell	$	40	$	—	$	—	*	$	40
Total 4th quarter	$	40	$	—	$	—	*	$	40
Annual Aggregate Total			$	135	$	(16	)

* Aggregate total less than $1 million

For the years ended December 31, 2015 and 2014, the Company did not recognize OTTI on loan-backed and structured securities where it lacked the ability to retain for a period of time sufficient to recover the amortized cost basis.

For the years ended December 31, 2015 and 2014, the Company recognized OTTI on loan-backed and structured securities of $12 million and $66 million, respectively, where the present value of cash flows expected to be collected was less than the amortized cost basis of the security.

Other Disclosures: The following table represents the carrying amount of bonds and stocks denominated in a foreign currency as of December 31, (in millions):

	2015		2014
Carrying amount of bonds and stocks denominated in foreign currency	$	2,175	$	3,247
Carrying amount of bonds and stocks denominated in foreign currency which are collateralized by real estate	$	923	$	1,895

Note 4—mortgage loans

The Company originates mortgage loans that are principally collateralized by commercial real estate. The composition of the mortgage loan portfolio as of December 31, is as follows (in millions):

Loan Type	2015		2014
Commercial loans	$	16,696	$	14,869
Mezzanine loans		1,486		658
Residential loans		864		86

The maximum and minimum lending rates for mortgage loans originated or purchased during 2015 and 2014 are as follows:

	2015						2014
Loan Type	Maximum			Minimum			Maximum			Minimum
Commercial loans		5.65	%		3.50	%		5.20	%		3.00	%
Mezzanine loans		5.52	%		4.65	%		5.38	%		5.25	%
Residential loans		4.88	%		3.50	%		4.50	%		3.75	%

B-98 Statement of Additional Information   n   M Intelligent VUL

continued

The maximum percentage of any one loan to the value (“LTV”) of the property at the time of the loan, exclusive of insured, guaranteed or purchase money mortgages, originated or purchased during 2015 and 2014 are as follows:

	Maximum LTV
Loan Type	2015			2014
Commercial loans		69.9	%		99.4	%
Mezzanine loans		65.1	%		73.7	%
Residential loans		80.0	%		80.0	%

Impairment Review Process: The Company monitors the effects of current and expected market conditions and other factors on the collectability of mortgage loans to identify and quantify any impairment in value. Impairments are classified as either temporary, for which a recovery is anticipated, or other-than-temporary. Mortgage loans held to maturity with other-than-temporarily impaired values at December 31, 2015 and 2014 have been written down to net realizable values based upon independent appraisals of the collateral. For impaired mortgage loans where the impairments are deemed to be temporary, an allowance for credit losses is established.

Mortgage loans held for sale are written down to the current fair value of the loan. There are no held for sale mortgage loans as of December 31, 2015 or 2014.

Credit quality

For commercial mortgage loans, the primary credit quality indicators are the loan-to-value ratio, debt service coverage ratio and delinquency. Loan-to-value-ratios compare the unpaid principal balance of the loan to the estimated fair value of the underlying collateral. Generally, the higher the loan-to-value ratio, the higher the risk of experiencing a credit loss. Debt service coverage compares a property’s net operating income to amounts needed to service the principal and interest due under the loan. Generally, the lower the debt service coverage ratio, the higher the risk of experiencing a credit loss. The debt service coverage ratio and the loan-to-value ratio, as well as the values utilized in calculating these ratios, are updated quarterly, with a portion of the loan portfolio updated annually. Delinquency is defined as a commercial mortgage loan which is past due. Commercial mortgage loans more than 30 days past due are considered delinquent.

For residential mortgage loans, the Company’s primary credit quality indicator is performance versus non-performance. The Company generally defines nonperforming residential mortgage loans as those that are 90 or more days past due and/or on non-accrual status. Generally, nonperforming residential loans have a higher risk of experiencing a credit loss. The Company has no residential mortgage loans which are non-performing as of December 31, 2015 or 2014.

The credit quality of commercial mortgage loans held-for-investment at December 31, are as follows (dollars in millions):

	Recorded Investment—Commercial
	Loan-to-value Ratios
	> 70%		< 70%		Total		% of Total
2015
Debt service coverage ratios:
Greater than 1.20x	$	1,081	$	15,782	$	16,863		92.5	%
Less than 1.20x		227		1,059		1,286		7.0
Construction		90		—		90		0.5
Total	$	1,398	$	16,841	$	18,239		100.0	%
2014
Debt service coverage ratios:
Greater than 1.20x	$	193	$	14,109	$	14,302		91.8	%
Less than 1.20x		275		695		970		6.3
Agriculture and Construction		40		265		305		1.9
Total	$	508	$	15,069	$	15,577		100.0	%

M Intelligent VUL   n   Statement of Additional Information B-99

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Mortgage Loan Age Analysis: The following table sets forth an age analysis of mortgage loans as of December 31, (dollars in millions):

				Residential						Commercial
	Farm			Insured			All Other			Insured			All Other			Mezzanine			Total
2015
Recorded investment
Current	$	—		$	—		$	865		$	—		$	16,748		$	1,491		$	19,104
30-59 days past due	$	—		$	—		$	2		$	—		$	—		$	—		$	2
Interest reduced
Recorded investment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Number of loans		—			—			—			—			—			—			—
Percent reduced		—	%		—	%		—	%		—	%		—	%		—	%		—	%
2014
Recorded investment
During 2014	$	265		$	—		$	86		$	—		$	14,652		$	660		$	15,663
Interest reduced
Recorded investment	$	—		$	—		$	—		$	—		$	38		$	—		$	38
Number of loans		—			—			—			—			1			—			1
Percent reduced		—			—			—			—			1.64	%		—			1.64	%

There was no interest accrued on mortgage loans past due as of December 31, 2015 and 2014, respectively.

Mortgage Loan Diversification: The following tables set forth the mortgage loan portfolio by property type and geographic distribution as of December 31:

	Mortgage Loans by Property Type (Commercial &  Residential)
	2015			2014
	% of Total			% of Total
Office buildings		34.3	%		37.5	%
Shopping centers		29.3			31.5
Industrial buildings		13.9			10.7
Apartments		12.6			12.6
Other—commercial		5.4			7.1
Residential		4.5			0.6
Total		100.0	%		100.0	%

	Mortgage Loans by Geographic Distribution
	2015						2014
	% of Total						% of Total
	Commercial			Residential			Commercial			Residential
South Atlantic		23.3	%		18.6	%		22.0	%		11.6	%
South Central		18.5			8.1			18.0			10.5
Middle Atlantic		18.2			20.0			17.6			17.4
Pacific		17.8			32.2			23.4			37.2
North Central		8.4			5.4			9.7			4.7
New England		7.1			6.0			3.3			16.3
Other		6.7			9.7			6.0			2.3
Total		100.0	%		100.0	%		100.0	%		100.0	%

Regional classification is based on American Council of Life Insurers regional chart. See below for details of regions.

South Atlantic states are DE, DC, FL, GA, MD, NC, SC, VA and WV

South Central states are AL, AR, KY, LA, MS, OK, TN and TX

Middle Atlantic states are PA, NJ and NY

Pacific states are AK, CA, HI, OR and WA

North Central states are IA, IL, IN, KS, MI, MN, MO, NE, ND, OH, SD and WI

B-100 Statement of Additional Information   n   M Intelligent VUL

continued

New England states are CT, MA, ME, NH, RI and VT

Other comprises investments in Mountain states (AZ, CO, ID, MT, NV, NM, UT, and WY), Australia, Canada and United Kingdom.

Scheduled Mortgage Loan Maturities: At December 31, contractual maturities for mortgage loans are as follows (in millions):

	2015		2014
	Carrying Value		Carrying Value
Due in one year or less	$	1,191	$	1,117
Due after one year through five years		2,216		3,604
Due after five years through ten years		9,752		7,811
Due after ten years		5,887		3,081
Total	$	19,046	$	15,613

Actual maturities may differ from contractual maturities because borrowers may have the right to prepay mortgages, although prepayment premiums may be applicable.

There were no mortgage troubled debt restructurings during the periods ended December 31, 2015 or 2014. When restructuring mortgage loans, the Company generally requires participation features, yield maintenance stipulations, and/or the establishment of property-specific escrow accounts funded by the borrowers. With respect to impaired loans, the Company accrues interest income to the extent it is deemed collectible. Cash received on impaired mortgage loans that are performing according to their contractual terms is applied in accordance with those terms. For mortgage loans in the process of foreclosure, cash received is initially held in suspense and applied as a return of principal at the time that the foreclosure process is completed, or the mortgage is otherwise disposed. There are no mortgage loans with interest more than 180 days past due at December 31, 2015 or 2014.

Note 5—real estate

At December 31, 2015 and 2014, the Company’s directly owned real estate investments were carried net of third party mortgage encumbrances. There are no third party mortgage encumbrances as of December 31, 2015 and 2014.

The directly owned real estate portfolio is diversified by property type and geographic region based on carrying value at December 31 as follows:

	Directly Owned Real Estate by Property Type
	2015			2014
	% of Total			% of Total
Industrial buildings		42.0	%		39.9	%
Office buildings		29.0			35.4
Mixed-use projects		13.7			9.3
Apartments		8.0			8.0
Retail		6.6			6.6
Land under development		0.7			0.8
Total		100.0	%		100.0	%
	Directly Owned Real Estate by Geographic Region
	2015			2014
	% of Total			% of Total
Pacific		57.5	%		54.2	%
South Atlantic		29.8			36.9
North Central		5.4			1.0
Middle Atlantic		4.9			4.9
South Central		2.4			3.0
Total		100.0	%		100.0	%

The Company monitors the effects of current and expected market conditions and other factors on its real estate investments to identify and quantify any impairment in value. The Company assesses assets to determine if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company evaluates the recoverability of income producing investments based on undiscounted cash flows and then reviews the results of an independent third party appraisal to determine the fair value and if an adjustment is warranted.

M Intelligent VUL   n   Statement of Additional Information B-101

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Note 6—subsidiaries and affiliates

The Company holds interests in subsidiaries and affiliates which are reported as common stock or other long-term investments. The carrying value of investments in subsidiaries and affiliates at December 31 are shown below (in millions):

	2015		2014
Net carrying value of the subsidiaries and affiliates
Reported as common stock	$	1,828	$	1,558
Reported as other long-term investments		19,111		18,573
Total net carrying value	$	20,939	$	20,131

The gross, non-admitted, and admitted value of the Company’s significant investment in a non-insurance subsidiary reported as common stock, as well as information received from the NAIC in response to the filing of the common stock investment, is as follows as of December 31, 2015 (in millions):

Description of Investment in Subsidiary

Gross Amount

Non-admitted Amount

Admitted Asset

Date of Filing to NAIC

Type of NAIC Filing (Sub-1, Sub-2, or Resubmission of Disallowed Filing)

NAIC Response Received (Y/N)

NAIC Valuation (Amount)

NAIC Disallowed Entity’s Valuation Method, Resubmission Required  (Y/N)

ND Properties, Inc.

$

750

$

—

$

750

9/2/2015

Sub-2

Y

$

1,968

N

The Company held bonds of affiliates at December 31, 2015 and 2014 of $923 million and $1,895 million, respectively.

As of December 31, 2015 and 2014, no investment in a subsidiary or affiliate exceeded 10% of the Company’s admitted assets, and the Company does not have any investment in foreign insurance subsidiaries.

There are no guarantees or undertakings, written or otherwise, for the benefit of an affiliate or a related party that resulted in a material contingent exposure of the reporting entity’s or any related party’s assets or liabilities.

The Company holds investments in downstream non-insurance holding companies, which are valued by the Company utilizing the look-through approach as defined in SSAP 97. The financial statements for the downstream non-insurance holding companies are not audited and the Company has limited the value of its investment in these non-insurance holding companies to the value contained in the audited financial statements of the underlying investments and unamortized goodwill resulting from the statutory purchase method of accounting. All liabilities, commitments, contingencies, guarantees or obligations of these subsidiaries, which are required to be recorded as liabilities, commitments, contingencies, guarantees or obligations under applicable accounting guidance, are reflected in the Company’s determination of the carrying value of the investment in these subsidiaries, if not already recorded in the subsidiaries’ financial statements.

The Company’s carrying value in downstream non-insurance holding companies is $9,763 million and $10,050 million as of December 31, 2015 and 2014, respectively. Significant holdings as of December 31, are as follows (in millions):

	2015		2014
Subsidiary	Carrying Value		Carrying Value
TIAA Asset Management, LLC*	$	4,783	$	4,751
TIAA Oil and Gas Investments, LLC		890		1,051
TIAA Global Ag Holdco, LLC		803		823
TIAA Super Regional Mall Member Sub, LLC		647		635
Occator Agricultural Properties, LLC		469		449
TIAA Infrastructure Investments, LLC		382		238
TIAA-Stonepeak Investments I, LLC		237		79
Infra Alpha, LLC		226		615
Dionysus Properties, LLC		225		327
Mansilla Participacoes LTDA		210		294

* TIAA Asset Management, LLC (“TAM”) was formed on July 17, 2014 as a wholly-owned subsidiary of the Company. On October 1, 2014, a newly formed wholly-owned subsidiary of TAM, TIAA Asset Management Finance Company, LLC (“TAMF”), indirectly acquired 100% of the equity interests in Nuveen Investments Inc. (“Nuveen”) from an investor group led by Madison Dearborn Partners for an enterprise value of approximately $6.25 billion, inclusive of Nuveen’s outstanding debt (the “Acquisition”). In connection with the transaction, Nuveen’s outstanding term loans, totaling approximately $3.1 billion, were repaid in full. Also, at the time of closing, Nuveen’s senior secured notes, totaling approximately $1.4 billion in principal amount, remained outstanding. On September 18, 2014, the Company issued an aggregate of $2.0 billion in surplus notes, the proceeds of which were used to fund a portion of the acquisition price and for general corporate purposes.

B-102 Statement of Additional Information   n   M Intelligent VUL

continued

On October 30, 2014, TAMF issued senior unsecured notes in an aggregate principal amount of $2.0 billion. The proceeds of these notes were used to redeem in full Nuveen’s senior secured notes on November 7 and November 10, 2014, and to repay an inter-company advance equal to $382 million from TIAA to TAMF, which was advanced in connection with the Acquisition.

Note 7—other long-term investments

The components of the Company’s carrying value in other long term investments are (in millions):

	2015		2014
Affiliated other invested assets	$	19,111	$	18,573
Unaffiliated other invested assets		6,869		7,416
Other long-term assets		18		29
Total other long-term investments	$	25,998	$	26,018

As of December 31, 2015 and 2014, affiliated other invested assets consist primarily of investments through downstream legal entities in the following (in millions):

	2015		2014
Operating subsidiaries and affiliates	$	4,951	$	5,154
Real estate		4,774		4,104
Securities		3,753		3,733
Agriculture and timber		3,722		3,415
Energy and infrastructure		1,911		2,167
Total affiliated other invested assets	$	19,111	$	18,573

Of the $4,951 million of operating subsidiaries and affiliates as of December 31, 2015, $4,783 million is attributed to TAM.

As of December 31, 2015 and 2014, unaffiliated other invested assets consist primarily of investments in joint ventures, partnerships and LLCs with interests in venture capital, leveraged buy-out funds and other equity investments.

The following table presents the OTTI recorded for the years ended December 31, (in millions) for other long-term investments for which the carrying value is not expected to be recovered:

	2015		2014		2013
OTTI	$	296	$	302	$	178

The following table presents the carrying value for other long-term investments denominated in foreign currency for the years ended December 31, (in millions):

	2015		2014
Other long-term investments denominated in foreign currency	$	1,104	$	1,428

Note 8—investments commitments

The outstanding obligation for future investments at December 31, 2015, is shown below by asset category (in millions):

	2016		In later years		Total Commitments
Bonds	$	236	$	87	$	323
Stocks		141		164		305
Mortgage loans		410		—		410
Real estate		88		—		88
Other long-term investments		1,226		3,329		4,555
Total	$	2,101	$	3,580	$	5,681

The funding of bond commitments is contingent upon the continued favorable financial performance of the potential borrowers, funding of stock commitments is contingent upon their continued favorable financial performance and the funding of real estate commitments and commercial mortgage commitments is generally contingent upon the underlying properties meeting specified requirements, including construction, leasing and occupancy. The funding of residential mortgage loan commitments is contingent upon the loan meeting specified guidelines including property appraisal reviews and confirmation of borrower credit. For other long-term investments, primarily fund investments, there are scheduled capital calls that extend into future years.

M Intelligent VUL   n   Statement of Additional Information B-103

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Note 9—investment income and capital gains and losses

Net Investment Income: The components of net investment income for the years ended December 31 are as follows (in millions):

	2015			2014			2013
Bonds	$	8,823		$	9,050		$	9,206
Stocks		76			34			61
Mortgage loans		846			787			772
Real estate		236			219			203
Derivatives		17			10			(8	)
Other long-term investments		1,753			1,526			1,430
Cash, cash equivalents and short-term investments		3			2			7
Total gross investment income		11,754			11,628			11,671
Less investment expenses		(685	)		(557	)		(542	)
Net investment income before amortization of IMR		11,069			11,071			11,129
Plus amortization of IMR		266			182			145
Net investment income	$	11,335		$	11,253		$	11,274

Realized Capital Gains and Losses: The net realized capital gains (losses) on sales, redemptions and write-downs due to OTTI for the years ended December 31 are as follows (in millions):

	2015			2014			2013
Bonds	$	(380	)	$	78		$	604
Stocks		(85	)		(135	)		(50	)
Mortgage loans		14			22			—
Real estate		83			(1	)		30
Derivatives		324			(19	)		(24	)
Other long-term investments		(320	)		(291	)		(115	)
Cash, cash equivalents and short-term investments		(36	)		(26	)		(121	)
Total before capital gains taxes and transfers to IMR		(400	)		(372	)		324
Transfers to IMR		(87	)		(5	)		(741	)
Net realized capital losses less capital gains taxes, after transfers to IMR	$	(487	)	$	(377	)	$	(417	)

Write-downs of investments resulting from OTTI, included in the preceding table, are as follows for the years ended December 31, (in millions):

	2015		2014		2013
Other-than-temporary impairments:
Bonds	$	274	$	223	$	281
Stocks		284		158		77
Other long-term investments		296		302		178
Total	$	854	$	683	$	536

Information related to the sales of long term bonds for the years ended December 31, 2015, 2014 and 2013 are as follows (in millions):

	2015		2014		2013
Proceeds from sales	$	6,249	$	8,544	$	8,949
Gross gains on sales	$	120	$	334	$	835
Gross losses on sales	$	58	$	79	$	17

The Company generally holds its investments until maturity. The Company performs periodic reviews of its portfolio to identify investments which may have deteriorated in credit quality to determine if any are candidates for sale in order to maintain a quality portfolio of investments. Investments which are deemed candidates for sale are continually monitored until sold and carried at the lower of amortized cost or fair value. In accordance with the Company’s valuation and impairment process, the investment will be monitored quarterly for further declines in fair value at which point an OTTI will be recorded until actual disposal of the investment.

B-104 Statement of Additional Information   n   M Intelligent VUL

continued

Note 10—disclosures about fair value of financial instruments

Fair value of financial instruments

Included in the Company’s financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or for certain bonds and preferred stocks when carried at the lower of cost or fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair values of financial instruments are based on quoted market prices when available. When market prices are not available, fair values are primarily provided by a third-party pricing service for identical or comparable assets, or through the use of valuation methodologies using observable market inputs. These fair values are generally estimated using a discounted cash flow analysis, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price in a hypothetical market. These valuation techniques involve management estimation and judgment for many factors including market bid/ask spreads, and such estimations may become significant with increasingly complex instruments or pricing models.

The Company’s financial assets and liabilities are classified, for disclosure purposes, based on a hierarchy defined by SSAP No. 100, Fair Value Measurements. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and Level 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

Level 2—Other than quoted prices within Level 1 inputs are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include:

• Quoted prices for similar assets or liabilities in active markets,

• Quoted prices for identical or similar assets or liabilities in markets that are not active,

• Inputs other than quoted prices that are observable for the asset or liability,

• Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Inputs are unobservable inputs for the asset or liability supported by little or no market activity. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company’s data used to develop unobservable inputs is adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.

The following table provides information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2015 (in millions):

	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3
Assets:
Bonds	$	190,114	$	181,247	$	—	$	186,381	$	3,733
Common stock		1,248		1,248		742		4		502
Preferred stock		212		195		14		92		106
Mortgage loans		19,567		19,046		—		—		19,567
Derivatives		276		268		—		268		8
Contract loans		1,591		1,591		—		—		1,591
Separate account assets		29,896		29,897		7,975		4,600		17,321
Cash, cash equivalents & short term investments		533		533		490		12		31
Total	$	243,437	$	234,025	$	9,221	$	191,357	$	42,859

M Intelligent VUL   n   Statement of Additional Information B-105

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

	Aggregate Fair Value		Statement Value		Level 1		Level 2		Level 3
Liabilities:
Deposit-type contracts	$	994	$	994	$	—	$	—	$	994
Separate account liabilities		29,883		29,883		—		—		29,883
Derivatives		49		42		—		49		—
Total	$	30,926	$	30,919	$	—	$	49	$	30,877

The following table provides information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2014 (in millions):

	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3
Assets:
Bonds	$	195,231	$	180,086	$	—	$	191,214	$	4,017
Common stock		1,345		1,345		814		4		527
Preferred stock		121		100		16		37		68
Mortgage loans		16,621		15,613		—		—		16,621
Derivatives		236		218		—		225		11
Contract loans		1,555		1,555		—		—		1,555
Separate account assets		26,535		26,531		8,141		4,130		14,264
Cash, cash equivalents & short term investments		1,542		1,542		1,023		519		—
Total	$	243,186	$	226,990	$	9,994	$	196,129	$	37,063
	Aggregate Fair Value		Statement Value		Level 1		Level 2		Level 3
Liabilities:
Deposit-type contracts	$	949	$	949	$	—	$	—	$	949
Separate account liabilities		26,522		26,522		—		—		26,522
Derivatives		143		123		—		143		—
Total	$	27,614	$	27,594	$	—	$	143	$	27,471

The estimated fair values of the financial instruments presented above are determined by the Company using market information available as of December 31, 2015 and 2014. Considerable judgment is required to interpret market data in developing the estimates of fair value for financial instruments for which there are no available market value quotations. The estimates presented are not necessarily indicative of the amounts the Company could realize in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Level 1 financial instruments

Unadjusted quoted prices for these securities are provided to the Company by independent pricing services. Common stock and separate account assets in Level 1 primarily include mutual fund investments valued by the respective mutual fund companies, exchange listed equities, and public real estate investment trusts.

Level 2 financial instruments

Bonds included in Level 2 are valued principally by third party pricing services using market observable inputs. Because most bonds do not trade daily, independent pricing services regularly derive fair values using recent trades of securities with similar features. When recent trades are not available, pricing models are used to estimate the fair values of securities by discounting future cash flows at estimated market interest rates. Typical inputs to models used by independent pricing services include but are not limited to benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, and industry and economic events. Additionally, for loan-backed and structured securities, valuation is based primarily on market inputs including benchmark yields, expected prepayment speeds, loss severity, delinquency rates, weighted average coupon, weighted average maturity and issuance specific information. Issuance specific information includes collateral type, payment terms of underlying assets, payment priority within the tranche, structure of the security, deal performance and vintage of loans.

Common stocks included in Level 2 include those which are traded in an inactive market or for which prices for identical securities are not available. Valuations are based principally on observable inputs including quoted prices in markets that are not considered active.

B-106 Statement of Additional Information   n   M Intelligent VUL

continued

Derivative assets and liabilities classified in Level 2 represent over-the-counter instruments that include, but are not limited to, fair value hedges using foreign currency swaps, foreign currency forwards, interest rate swaps and credit default swaps. Fair values for these instruments are determined internally using market observable inputs that include, but are not limited to, forward currency rates, interest rates, credit default rates and published observable market indices.

Separate account assets in Level 2 consist principally of short term government agency notes and commercial paper.

Level 3 financial instruments

Valuation techniques for bonds included in Level 3 are generally the same as those described in Level 2 except that the techniques utilize inputs that are not readily observable in the market, including illiquidity premiums and spread adjustments to reflect industry trends or specific credit-related issues. The Company assesses the significance of unobservable inputs for each security and classifies that security in Level 3 as a result of the significance of unobservable inputs.

Estimated fair value for privately traded equity securities are principally determined using valuation and discounted cash flow models that require a substantial level of judgment.

Separate account assets classified as Level 3 primarily include directly owned real estate properties, real estate joint ventures and real estate limited partnerships. Directly owned real estate properties are valued on a quarterly basis based on independent third party appraisals. Real estate joint venture interests are valued based on the fair value of the underlying real estate, any related mortgage loans payable and other factors such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. Real estate limited partnership interests are valued based on the most recent net asset value of the partnership.

Assets and liabilities measured and reported at fair value

The following table provides information about the Company’s financial assets and liabilities measured and reported at fair value as of December 31, (in millions):

	2015
	Level 1		Level 2		Level 3		Total
Assets at fair value:
Bonds
Industrial and miscellaneous	$	—	$	23	$	33	$	56
Total bonds	$	—	$	23	$	33	$	56
Common stock
Industrial and miscellaneous	$	742	$	4	$	502	$	1,248
Total common stocks	$	742	$	4	$	502	$	1,248
Preferred stock	$	—	$	—	$	9	$	9
Derivatives
Interest rate contracts	$	—	$	8	$	—	$	8
Foreign exchange contracts		—		248		—		248
Total derivatives	$	—	$	256	$	—	$	256
Separate accounts assets	$	7,957	$	4,207	$	17,321	$	29,485
Total assets at fair value	$	8,699	$	4,490	$	17,865	$	31,054
Liabilities at fair value:
Derivatives
Foreign exchange contracts	$	—	$	15	$	—	$	15
Credit default swaps		—		14		—		14
Total liabilities at fair value	$	—	$	29	$	—	$	29

M Intelligent VUL   n   Statement of Additional Information B-107

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

	2014
	Level 1		Level 2		Level 3		Total
Assets at fair value:
Bonds
Industrial and miscellaneous	$	—	$	95	$	15	$	110
Total bonds	$	—	$	95	$	15	$	110
Common stock
Industrial and miscellaneous	$	814	$	4	$	527	$	1,345
Total common stocks	$	814	$	4	$	527	$	1,345
Derivatives
Foreign exchange contracts	$	—	$	199	$	—	$	199
Interest rate contracts		—		17		—		17
Total derivatives	$	—	$	216	$	—	$	216
Separate accounts assets	$	8,124	$	3,831	$	14,264	$	26,219
Total assets at fair value	$	8,938	$	4,146	$	14,806	$	27,890
Liabilities at fair value:
Derivatives
Foreign exchange contracts	$	—	$	51	$	—	$	51
Credit default swaps		—		22		—		22
Total liabilities at fair value	$	—	$	73	$	—	$	73

Transfers between Level 1 and Level 2

Periodically, the Company has transfers between Level 1 and Level 2 due to the availability of quoted prices for identical assets in active markets at the measurement date. The Company’s policy is to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer.

As of December 31, 2015, the Company had no transfers between Level 1 and Level 2 of the fair value hierarchy. As of December 31, 2014, the Company transferred a small denomination of common stock from Level 2 to Level 1 due to changes in the availability of quoted prices in active markets for identical assets at the quarterly measurement dates throughout the year.

Reconciliation of Level 3 assets and liabilities measured and reported at fair value:

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured and reported at fair value using Level 3 inputs at December 31, 2015 (in millions):

	Beginning Balance at 01/01/2015		Transfers into Level 3			Transfers out of Level 3			Total gains (losses) included in Net Income			Total gains (losses) included in Surplus			Purchases		Issuances (Sales)			Settlements			Ending Balance at 12/31/2015
Bonds	$	15	$	46	a	$	(43	)d	$	(20	)	$	28		$	8	$	—		$	(1	)	$	33
Common stock		527		3	b		(113	)e		(3	)		(7	)		108		(10	)		(3	)		502
Preferred stock		—		9	c		—			—			—			—		—			—			9
Separate account assets		14,264		—			—			(26	)		1,151			2,342		(643	)		233			17,321
Total	$	14,806	$	58		$	(156	)	$	(49	)	$	1,172		$	2,458	$	(653	)	$	229		$	17,865

(a) The Company transferred bonds into Level 3 that were measured and reported at fair value.

(b) The Company transferred common stocks into Level 3 due to the lack of observable market data used in the valuation of these securities.

(c) The Company transferred preferred stocks into Level 3 that were measured and reported at fair value.

(d) The Company transferred bonds out of Level 3 that were not measured and reported at fair value.

(e) The Company transferred common stocks out of Level 3 due to the availability of observable market data used in the valuation of these securities.

B-108 Statement of Additional Information   n   M Intelligent VUL

continued

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured and reported at fair value using Level 3 inputs at December 31, 2014 (in millions):

	Beginning Balance at 01/01/2014		Transfers into Level 3			Transfers out of Level 3			Total gains (losses) included in Net Income			Total gains (losses) included in Surplus		Purchases		Issuances (Sales)			Settlements			Ending Balance at 12/31/2014
Bonds	$	116	$	—		$	(96	)a	$	(14	)	$	52	$	—	$	(37	)	$	(6	)	$	15
Common stock		532		41	b		—			(86	)		51		3		—			(14	)		527
Preferred stock		3		—			(3	)		—			—		—		—			—			—
Separate account assets		12,390		—			—			(18	)		1,278		1,543		(976	)		47			14,264
Total	$	13,041	$	41		$	(99	)	$	(118	)	$	1,381	$	1,546	$	(1,013	)	$	27		$	14,806

(a) The Company transferred bonds out of Level 3 that were not measured and reported at fair value as of December 31, 2014.

(b) The Company transferred common stocks into Level 3 due to the significance of unobservable market data used in the valuation of these securities.

The Company’s policy is to recognize transfers into and out of Level 3 at the actual date of the event or change in circumstances that caused the transfer.

Quantitative information regarding level 3 fair value measurements

The following table provides quantitative information on significant unobservable inputs (Level 3) used in the fair value measurement of assets that are measured and reported at fair value at December 31, 2015 (dollars in millions):

Financial Instrument	Fair Value		Valuation Techniques	Significant Unobservable Inputs	Range of Inputs	Weighted Average
Fixed maturity securities:
RMBS	$	11	Discounted cash Flow	Discount rate	4.7%–15.0%		5.4	%
			Market comparable	Credit analysis/market comparable	$92.50–100.50	$	95.14
Corporate and other bonds	$	22	Discounted cash flow	Discount rate	11.5%		11.5	%
			Market comparable	Credit analysis/market comparable	$7.38	$	7.38
Equity securities:
Common stock1	$	502	Market comparable	EBITDA multiple	7.0x–11.8x		9.3x
			Equity method	Book value multiple	1.0x		1.0x
Preferred stock	$	9	Market comparable	EBITDA multiple	9.5x		9.5x

¹  Included in Level 3 Common Stock is the Company’s holdings in FHLB of NY’s stock as described in Note 20—FHLBNY Membership and Borrowings. As prescribed in the FHLB of NY’s capital plan, the par value of the capital stock is $100 and all capital stock is issued, redeemed, repurchased, or transferred at par value. Since there is not an observable market for the FHLB of NY stock, these securities have been classified as Level 3.

Financial Instrument	Fair Value		Valuation Techniques	Significant Unobservable Inputs	Range of Inputs	Weighted Average
Separate account assets:
Real estate properties and real estate joint ventures	$	19,015
Office properties			Income approach—discounted cash flow	Discount rate	6.0%–8.3%		6.5	%
				Terminal capitalization rate	4.3%–7.5%		5.5	%
			Income approach—direct capitalization	Overall capitalization rate	3.8%–7.3%		4.7	%
Industrial properties			Income approach—discounted cash flow	Discount rate	5.7%–8.8%		6.8	%
				Terminal capitalization rate	4.9%–7.3%		5.7	%
			Income approach—direct capitalization	Overall capitalization rate	4.0%–6.3%		5.1	%
Residential properties			Income approach—discounted cash flow	Discount rate	5.3%–7.3%		6.2	%
				Terminal capitalization rate	4.0%–5.8%		4.8	%
			Income approach—direct capitalization	Overall capitalization rate	3.3%–5.3%		4.1	%
Retail properties			Income approach—discounted cash flow	Discount rate	5.0%–10.4%		6.8	%
				Terminal capitalization rate	4.8%–9.5%		5.8	%
			Income approach—direct capitalization	Overall capitalization rate	4.3%–8.5%		5.2	%

M Intelligent VUL   n   Statement of Additional Information B-109

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Separate account real estate assets include the values of the related mortgage loans payable in the table below.

Financial Instrument	Fair Value			Valuation Techniques	Significant Unobservable Inputs	Range of Inputs	Weighted Average
Mortgage loans payable	$	(1,795	)
Office and industrial properties				Discounted cash flow	Loan to value ratio	31.0%–47.5%		41.0	%
					Equivalency rate	2.7%–3.8%		3.6	%
				Net present value	Loan to value ratio	31.0%–47.5%		41.0	%
					Weighted average cost of capital risk premium multiple	1.2–1.3		1.3
Residential properties				Discounted cash flow	Loan to value ratio	30.6%–63.2%		44.0	%
					Equivalency rate	2.7%–3.5%		3.2	%
				Net present value	Loan to value ratio	30.6%–63.2%		44.0	%
					Weighted average cost of capital risk premium multiple	1.2–1.5		1.3
Retail properties				Discounted cash flow	Loan to value ratio	21.0%–49.4%		37.8	%
					Equivalency rate	2.4%–4.0%		3.3	%
				Net present value	Loan to value ratio	21.0%–49.4%		37.8	%
					Weighted average cost of capital risk premium multiple	1.1–1.3		1.2

Separate account real estate assets include the values of the related loan receivable in the table below.

Financial Instrument	Fair Value		Valuation Techniques	Significant Unobservable Inputs	Range of Inputs	Weighted Average
Loan receivable	$	101
Office properties			Discounted cash flow	Loan to value ratio	76.1%		76.1	%
				Equivalency rate	6.1%		6.1	%

Additional qualitative information on fair valuation process

The Company has various processes and controls in place to ensure that fair value is reasonably estimated. The Risk Management Valuation group, which reports to the Chief Credit Risk Officer, sets the valuation policies for fixed income and equity securities and is responsible for the determination of fair value. The policies and framework for fair value methodologies are approved by the TIAA Valuation Committee.

Risk Management Valuation (1) compares price changes between periods to current market conditions, (2) compares trade prices of securities to fair value estimates, (3) compares prices from multiple pricing sources, and (4) performs ongoing vendor due diligence to confirm that independent pricing services use market-based parameters for valuation. Internal and vendor valuation methodologies are reviewed on an ongoing basis and revised as necessary based on changing market conditions to ensure values represent a reasonable exit price.

Markets in which the Company’s fixed income securities trade are monitored by surveying the Company’s traders. Risk Management Valuation determines if liquidity is active enough to support a Level 2 classification. Use of independent non-binding broker quotations may indicate a lack of liquidity or the general lack of transparency in the process to develop these price estimates, causing them to be considered Level 3.

Level 3 equity investments generally include private equity co-investments along with general and limited partnership interests. Values are derived by the general partners. The partners generally fair value these instruments based on projected net earnings, earnings before interest, taxes depreciation and amortization, discounted cash flow, public or private market transactions, or valuations of comparable companies. When using market comparable, certain adjustments may be made for differences between the reference comparable and the investment, such as liquidity. Investments may also be valued at cost for a period of time after an acquisition, as the best indication of fair value.

With respect to real property investments in TIAA’s Real Estate Account, each property is appraised, and each mortgage loan is valued, at least once every calendar quarter. Each property is appraised by an independent, third party appraiser, reviewed by the Company’s internal appraisal staff and as applicable, the Real Estate Account’s independent fiduciary. Any differences in the conclusions of the Company’s internal appraisal staff and the independent appraiser are reviewed by the independent fiduciary, who will make a final determination. The independent fiduciary was appointed by a special subcommittee of the Investment Committee of TIAA Board of Trustees to, among other things, oversee the appraisal process. The independent fiduciary must approve all independent appraisers used by the Real Estate Account.

B-110 Statement of Additional Information   n   M Intelligent VUL

continued

Mortgage loans payable are valued internally by the Company’s valuation department, and reviewed by the Real Estate Account’s independent fiduciary, at least quarterly based on market factors, such as market interest rates and spreads for comparable loans, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral), the liquidity for mortgage loans of similar characteristics, the maturity date of the loan, the return demands of the market.

The loan receivable is valued internally by the Company’s valuation department, and reviewed by the Real Estate Account’s independent fiduciary, at least quarterly based on market factors, such as market interest rates and spreads for comparable loans, the liquidity for loans of similar characteristics, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral) and the credit quality of the counterparty. The Real Estate Account continues to use the revised value after valuation adjustments for the loan receivable to calculate the Account’s daily net asset value until the next valuation review.

Note 11—restricted assets

The following tables provide information on the amounts and nature of assets pledged to others as collateral or otherwise restricted by the Company as of December 31, (dollars in millions):

	Gross Restricted
	12/31/2015																	Percentage
	1		2		3		4		5		6		7			8		9			10
Restricted Asset Category	Total General Account (G/A)		G/A Supporting (S/A) Activity		Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total (1 plus 3)		Total From Prior Year		Increase / (Decrease) (5 minus 6)			Total Current Year Admitted Restricted		Gross Restricted to Total Assets			Admitted Restricted to Total Admitted Assets
Collateral held under security lending agreements	$	827	$	—	$	—	$	—	$	827	$	614	$	213		$	827		0.297	%		0.306	%
FHLB capital stock		97		—		—		—		97		—		97			97		0.035			0.036
On deposit with states		6		—		—		—		6		7		(1	)		6		0.002			0.002
Pledged as collateral not captured in other categories (derivative collateral)		14		—		—		—		14		30		(16	)		14		0.005			0.005
Total restricted assets	$	944	$	—	$	—	$	—	$	944	$	651	$	293		$	944		0.339	%		0.349	%

	Gross Restricted
	12/31/2014																	Percentage
	1		2		3		4		5		6		7			8		9			10
Restricted Asset Category	Total General Account (G/A)		G/A Supporting (S/A) Activity		Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total (1 plus 3)		Total From Prior Year		Increase / (Decrease) (5 minus 6)			Total Current Year Admitted Restricted		Gross Restricted to Total Assets			Admitted Restricted to Total Admitted Assets
Subject to repurchase agreements	$	—	$	—	$	—	$	—	$	—	$	471	$	(471	)	$	—		0.000	%		0.000	%
Collateral held under security lending agreements		614		—		—		—		614		—		614			614		0.226			0.234
On deposit with states		7		—		—		—		7		7		—			7		0.003			0.003
Pledged as collateral not captured in other categories (derivative collateral)		30		—		—		—		30		113		(83	)		30		0.011			0.011
Total restricted assets	$	651	$	—	$	—	$	—	$	651	$	591	$	60		$	651		0.240	%		0.248	%

Note 12—derivative financial instruments

The Company uses derivative instruments for economic hedging, income generation, and asset replication purposes. The Company does not engage in derivative financial instrument transactions for speculative purposes. Derivative financial instruments used by the Company may be exchange-traded or contracted in the over-the-counter market (“OTC”). The Company’s OTC derivative transactions are cleared and settled through central clearing counterparties (“OTC-cleared”) or through bilateral contracts with other counterparties (“OTC-bilateral”). Should an OTC-bilateral counterparty fail to perform its obligations under contractual terms, the Company may be exposed to credit-related losses. The current credit exposure of the Company’s

M Intelligent VUL   n   Statement of Additional Information B-111

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

derivatives is limited to the net positive fair value of derivatives at the reporting date, after taking into consideration the existence of netting agreements and any collateral received. All of the credit exposure for the Company from OTC-bilateral contracts is with investment grade counterparties. The Company also monitors its counterparty credit quality on an ongoing basis. The NAIC has also adopted disclosure requirements included within Accounting Standards Codification 815, “Derivatives and Hedging” (“ASC 815”) and Accounting Standards Codification 460, “Guarantees” (“ASC 460”), for annual audited statements in accordance with guidelines provided by the Statutory Accounting Principles Working Group.

Collateral: The Company currently has International Swaps and Derivatives Association (“ISDA”) master swap agreements in place with each derivative counterparty relating to over-the-counter transactions. In addition to the ISDA agreement, Credit Support Annexes (“CSA”), which are bilateral collateral agreements, are put in place with thirteen of the Company’s seventeen derivative OTC-bilateral counterparties. The CSA’s allow TIAA’s mark-to-market exposure to a counterparty to be collateralized by the posting of cash or highly liquid U.S. government securities. The Company also exchanges cash and securities margin for derivatives traded through a central clearinghouse. As of December 31, 2015, TIAA holds the following collateral from its counterparties, (in millions):

Cash collateral	$	180
Securities collateral	$	18

The Company must also post collateral or margin to the extent its net position with a given counterparty or clearinghouse is at a loss relative to the counterparty. As of December 31, 2015, the Company pledged the following collateral or margin to its counterparties, (in millions):

Cash collateral or margin	$	11
Securities collateral or margin	$	3

The amount of accounting loss the Company will incur if any party to the derivative contract fails completely to perform according to the terms of the contract and the collateral or other security, if any, for the amount due proved to be of no value to the Company is equal to the gross asset value of all derivative contracts which, as of December 31, 2015, is $276 million.

Contingent Features: Certain of the Company’s master swap agreements governing its derivative instruments contain provisions that require the Company to maintain a minimum credit rating from two of the major credit rating agencies. If the Company’s credit rating falls below the specified minimum, each of the counterparties to agreements with such requirements could terminate all outstanding derivative transactions between such counterparty and the Company. The termination requires immediate payment of amounts expected to approximate the net liability positions of such transactions with such counterparty. The aggregate fair value of all derivative instruments with credit-risk-related contingent features in a liability position on December 31, 2015 is $12 million for which the Company posted collateral of $11 million in the normal course of business.

Foreign Currency Swap Contracts: The Company enters into foreign currency swap contracts to exchange fixed and variable amounts of foreign currency at specified future dates and at specified rates (in U.S. dollars) as a cash flow hedge to manage currency risks on investments denominated in foreign currencies. This type of derivative instrument is traded OTC-bilateral, and the Company is exposed to both market and counterparty risk. The changes in the carrying value of foreign currency exchange rates are recognized as unrealized gains or losses. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value.

Foreign Currency Forward Contracts: The Company enters into foreign currency forward contracts to exchange foreign currency at specified future dates and at specified rates (in U.S. dollars) to manage currency risks on investments denominated in foreign currencies. This type of derivative instrument is traded OTC-bilateral, and the Company is exposed to both market and counterparty risk. The changes in the carrying value of foreign currency exchange rates are recognized as unrealized gains or losses. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value.

Interest Rate Swap Contracts: The Company enters into interest rate swap contracts to hedge against the effect of interest rate fluctuations on certain variable interest rate bonds. These contracts allow the Company to lock in a fixed interest rate and to transfer the risk of higher or lower interest rates. This type of derivative instrument may be traded OTC-cleared or OTC-bilateral, and the Company is exposed to both market and counterparty risk. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty at each due date. Net payments received and net payments made or accrued under interest rate swap contracts are included in net investment income. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value.

B-112 Statement of Additional Information   n   M Intelligent VUL

continued

Purchased Credit Default Swap Contracts: The Company uses credit default swaps to hedge against unexpected credit events on selective investments in the Company’s portfolio. This type of derivative is traded OTC-bilateral and is exposed to market, credit and counterparty risk. The premium payment to the counterparty on these contracts is expensed as incurred. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value.

Written Credit Default Swaps used in Replication Transactions: A replication synthetic asset transaction is a derivative transaction (the derivative component) established concurrently with another fixed income instrument (the cash component) in order to “replicate” the investment characteristics of another instrument (the reference entity). As part of a strategy to replicate desired credit exposure in conjunction with high-rated host securities, the Company writes or sells credit default swaps on either single name corporate credits or credit indices and provides credit default protection to the buyer. This type of derivative instrument is traded OTC-bilateral, and the Company is exposed to market, credit and counterparty risk. The carrying value of credit default swaps used in RSATs represents the unamortized premium received/(paid) for selling the default protection. This premium is amortized into investment income over the life of the swap. The Company has negligible counterparty credit risk with the buyer.

The table below illustrates the effect of unrealized and realized gains and losses from derivative instruments in the Statements of Operations. Instruments utilizing hedge accounting treatment are shown as Qualifying Hedge Relationships. Instruments that utilize fair value accounting are shown as Non-qualifying Hedge Relationships. Derivatives used in Replication strategies are shown as Derivatives used for other than Hedging Purposes (in millions):

	December 31, 2015						December 31, 2014
Qualifying hedge relationships	Unrealized Gain (Loss) Recognized in Surplus			Gain (Loss) Recognized in Net Realized Capital Gain (Loss)			Unrealized Gain (Loss) Recognized in Surplus			Gain (Loss) Recognized in Net Realized Capital Gain (Loss)
Foreign currency swap contract	$	45		$	(1	)	$	30		$	(2	)
Non-qualifying hedge relationships
Foreign currency swaps		162			86			211			(32	)
Foreign currency forwards		(77	)		233			102			15
Interest rate contracts		(9	)		4			(1	)		—
Purchased credit default swaps		6			—			5			—
Total non-qualifying hedge relationships	$	82		$	323		$	317		$	(17	)
Derivatives used for other than hedging purposes		—			2			—			—
Total derivatives	$	127		$	324		$	347		$	(19	)

Events or circumstances that would require the Company to perform under a written credit derivative position may include, but are not limited to, bankruptcy, failure to pay, debt moratorium, debt repudiation, restructuring of debt and acceleration, or default. The maximum potential amount of future payments (undiscounted) the Company could be required to make under the credit derivative is represented by the notional amount of the contract. Should a credit event occur, the amounts owed to a counterparty by the Company may be subject to recovery provisions that include, but are not limited to:

1. Notional amount payment by the Company to Counterparty and/or delivery of physical security by Counterparty to the Company.

2. Notional amount payment by the Company to Counterparty net of contractual recovery fee.

3. Notional amount payment by the Company to Counterparty net of auction determined recovery fee.

The Company will record an impairment (realized loss) on a derivative position if an existing condition or set of circumstances indicates there is a limited ability to recover an unrealized loss.

M Intelligent VUL   n   Statement of Additional Information B-113

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Information related to the credit quality of replication positions where credit default swaps have been sold by the Company on indexes, individual debt obligations of corporations and sovereign nations appears below. Index positions represent replications where credit default swaps have been sold by the Company on the Dow Jones North American Investment Grade Series of indexes (DJ.NA.IG). Each index is comprised of 125 liquid investment grade credits domiciled in North America and represents a broad exposure to the investment grade corporate market. The Company writes contracts on the “Super Senior” (60% to 100%) tranche of the Dow Jones North American Investment Grade Index Series 7 and 9 (DJ.NA.IG.7 and DJ.NA.IG.9, respectfully), whereby the Company is obligated to perform should the default rates of each index exceed 60%. The maximum potential amount of future payments (undiscounted) the Company could be required to make under these positions is represented by the notional amount of the contracts. The values are listed in order of their NAIC Credit Designation, with a designation of 1 having the highest credit quality and designations of 4 or below having the lowest credit quality based on the underlying asset referenced by the credit default swap (in millions):

		December 31, 2015							December 31, 2014
	Referenced Credit Obligation	CDS Notional Amount		CDS Estimated Fair Value			Weighted Average Years to Maturity		CDS Notional Amount		CDS Estimated Fair Value			Weighted Average Years to Maturity
RSAT NAIC Designation
1 Highest quality	Single name credit default swaps	$	5	$	—			3	$	115	$	—			1
	Credit default swaps on indices		2,568		8			2		2,575		11			3
	Subtotal		2,573		8			2		2,690		11			2
2 High quality	Single name credit default swaps		80		(1	)		2		210		(1	)		2
	Credit default swaps on indices		—		—			—		—		—			—
	Subtotal		80		(1	)		2		210		(1	)		2
3 Medium quality	Single name credit default swaps		30		6			6		30		5			7
	Credit default swaps on indices		—		—			—		—		—			—
	Subtotal		30		6			6		30		5			7
Total		$	2,683	$	13			2	$	2,930	$	15			2

The table below illustrates derivative asset and liability positions held by the Company, including notional amounts, carrying values and estimated fair values. Instruments utilizing hedge accounting treatment are shown as qualifying hedge relationships. Hedging instruments that utilize fair value accounting are shown as non-qualifying hedge relationships. Derivatives used in Replication strategies are shown as Derivatives used for other than hedging Purposes. The fair value of derivative assets and liabilities appear in the Statements of Admitted Assets, Liabilities and Capital and Contingency Reserves (in millions):

		Summary of Derivative Positions
		December 31, 2015								December 31, 2014
Qualifying hedge relationships		Notional		Carrying Value			Estimated FV			Notional		Carrying Value			Estimated FV
Foreign currency swap contracts	Assets	$	161	$	11		$	6		$	70	$	2		$	3
	Liabilities		84		(11	)		(19	)		183		(46	)		(69	)
Total qualifying hedge relationships		$	245	$	—	*	$	(13	)	$	253	$	(44	)	$	(66	)
Non-qualifying hedge relationships
Interest rate contracts	Assets	$	173	$	8		$	8			308	$	17		$	17
	Liabilities		—		—			—			—		—			—
Foreign currency swaps	Assets		2,710		227			227			1,655		101			101
	Liabilities		187		(14	)		(14	)		599		(51	)		(50	)
Foreign currency forwards	Assets		831		22			22			1,430		98			98
	Liabilities		95		(2	)		(2	)		139		(1	)		(1	)

* Total less than $1 million.

B-114 Statement of Additional Information   n   M Intelligent VUL

continued

		Summary of Derivative Positions
		December 31, 2015								December 31, 2014
Non-qualifying hedge relationships		Notional		Carrying Value			Estimated FV			Notional		Carrying Value			Estimated FV
Purchased credit default swaps	Assets		10		—			—			43		—			—
	Liabilities		638		(14	)		(14	)		923		(22	)		(22	)
Total non-qualifying hedge relationships		$	4,645	$	227		$	227		$	5,097	$	142		$	143
Derivatives used for other-than-hedging purposes
Written credit default swaps	Assets	$	2,598	$	—		$	14		$	2,790	$	—		$	16
	Liabilities		85		(1	)		(1	)		140		(3	)		(1	)
Total derivatives used for other-than-hedging purposes		$	2,683	$	(1	)	$	13		$	2,930	$	(3	)	$	15
Total derivatives		$	7,572	$	226		$	226		$	8,280	$	95		$	92

Note 13—separate accounts

Separate Accounts are established in conformity with insurance laws, are segregated from the Company’s general account and are maintained for the benefit of separate account contract holders. Separate accounts are generally accounted for at fair value, except the TIAA Stable Value Separate Account (“TSV”) products which are accounted for at book value in accordance with NYDFS guidance.

The TIAA Separate Account VA-1 (“VA-1”) is a segregated investment account established on February 16, 1994 under the insurance laws of the State of New York for the purpose of issuing and funding after-tax variable annuity contracts for employees of non-profit institutions organized in the United States, including governmental institutions. VA-1 is registered with the Securities and Exchange Commission, (the “Commission”) effective November 1, 1994 as an open-end, diversified management investment company under the Investment Company Act of 1940. VA-1 consists of a single investment portfolio, the Stock Index Account (“SIA”). The SIA was established on October 3, 1994 and invests in a diversified portfolio of equity securities selected to track the overall market for common stocks publicly traded in the United States.

The TIAA Real Estate Separate Account (“REA” or “VA-2”) is a segregated investment account organized on February 22, 1995, under the insurance laws of the State of New York for the purpose of providing an investment option to TIAA’s pension customers to direct investments to an investment vehicle that invests primarily in real estate. VA-2 is registered with the Commission under the Securities Act of 1933 effective October 2, 1995. VA-2’s target is to invest between 75% and 85% of its assets directly in real estate or in real estate-related investments, with the remainder of its assets invested in publicly-traded securities and other instruments easily converted to cash to maintain adequate liquidity.

The TIAA Separate Account VA-3 (“VA-3”) is a segregated investment account organized on May 17, 2006 under the laws of the State of New York for the purposes of funding individual and group variable annuities for retirement plans of employees of colleges, universities, other educational and research organizations, and other governmental and non-profit institutions. VA-3 is registered with the Commission as an investment company under the Investment Company Act of 1940, effective September 29, 2006, and operates as a unit investment trust.

TSV is an insulated, non-unitized separate account established on March 31, 2010 qualifying under New York Insurance Law 4240(a)(5)(ii). The Separate Account supports a flexible premium group deferred fixed annuity contract intended to be offered to employer sponsored retirement plans. The assets of this account are carried at book value as prescribed by the Department.

In accordance with the domiciliary state procedures for approving items within the separate accounts, the separate accounts classification of the following items are supported by a specific state statute:

Product Identification	Product Classification	State Statute Reference
TIAA Separate Account VA-1	Variable annuity	Section 4240 of the New York Insurance Law
TIAA Real Estate Separate Account	Variable annuity	Section 4240 of the New York Insurance Law
TIAA Separate Account VA-3	Variable annuity	Section 4240 of the New York Insurance Law
TIAA Stable Value	Group deferred fixed annuity	Section 4240(a)(5)(ii) of the New York Insurance Law

The legal insulation of the separate account assets prevents such assets from being generally available to satisfy claims resulting from the general account.

M Intelligent VUL   n   Statement of Additional Information B-115

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

The Company’s separate account statement includes legally insulated assets as of December 31 attributed to the following products (in millions):

Product	2015		2014
TIAA Real Estate Separate Account	$	22,563	$	19,955
TIAA Separate Account VA-1		953		1,020
TIAA Separate Account VA-3		5,969		5,244
TIAA Stable Value		412		312
Total	$	29,897	$	26,531

In accordance with the products recorded within the separate account, some separate account liabilities are guaranteed by the general account. In accordance with the guarantees provided, if the investment proceeds are insufficient to cover the rate of return guaranteed for the product, the policyholder proceeds will be remitted by the general account.

The general account provides the Real Estate Separate Account with a liquidity guarantee to ensure it has funds available to meet participant transfer or cash withdrawal requests. When the Real Estate Separate Account cannot fund participant requests, the general account will fund the requests by purchasing accumulation units in the Real Estate Separate Account. Under this agreement, the Company guarantees participants will be able to redeem their accumulation units at their accumulation unit value determined after the transfer or withdrawal request is received in good order.

Additional information regarding separate accounts of the Company is as follows for the years ended December 31, (in millions):

	2015
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits	$	156	$	—	$	4,102	$	4,258
Reserves
For accounts with assets at:
Fair value	$	—	$	—	$	29,258	$	29,258
Amortized cost		394		—		—		394
Total reserves	$	394	$	—	$	29,258	$	29,652
By withdrawal characteristics:
Subject to discretionary withdrawal:
At book value without market value adjustment and with surrender charge of less than 5%	$	394	$	—	$	—	$	394
At fair value		—		—		29,258		29,258
Total reserves	$	394	$	—	$	29,258	$	29,652

	2014
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits	$	129	$	—	$	3,562	$	3,691
Reserves
For accounts with assets at:
Fair value	$	—	$	—	$	26,065	$	26,065
Amortized cost		302		—		—		302
Total reserves	$	302	$	—	$	26,065	$	26,367
By withdrawal characteristics:
Subject to discretionary withdrawal:
At book value without market value adjustment and with surrender charge of less than 5%	$	302	$	—	$	—	$	302
At fair value		—		—		26,065		26,065
Total reserves	$	302	$	—	$	26,065	$	26,367

B-116 Statement of Additional Information   n   M Intelligent VUL

continued

	2013
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits	$	121	$	—	$	3,415	$	3,536
Reserves
For accounts with assets at:
Fair value	$	—	$	—	$	21,975	$	21,975
Amortized cost		228		—		—		228
Total reserves	$	228	$	—	$	21,975	$	22,203
By withdrawal characteristics:
Subject to discretionary withdrawal:
At book value without market value adjustment and with surrender charge of less than 5%	$	228	$	—	$	—	$	228
At fair value		—		—		21,975		21,975
Total reserves	$	228	$	—	$	21,975	$	22,203

The following is a reconciliation of transfers to (from) the Company to the Separate Accounts for the years ended December 31, (in millions):

	2015			2014			2013
Transfers reported in the Summary of Operations of the separate accounts statement:
Transfers to separate accounts	$	4,539		$	3,944		$	3,852
Transfers from separate accounts		(2,814	)		(2,268	)		(1,973	)
Transfers reported in the Summary of Operations of the Life, Accident & Health Annual Statement	$	1,725		$	1,676		$	1,879

Note 14—policy and contract reserves

Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial methodology. The reserves are based on assumptions for interest, mortality and other risks insured.

For annuities and supplementary contracts, policy and contract reserves are calculated using Commissioner’s Annuity Reserve Valuation Method (“CARVM”) in accordance with New York State Regulation 151, Actuarial Guideline 43 for variable annuity products and Actuarial Guideline 33 for all other products.

The Company performed Asset Adequacy Analysis in order to test the adequacy of its reserves in light of the assets supporting such reserves, and determined that its reserves are sufficient to meet its obligations.

For Ordinary and Collective Life Insurance, reserves for all policies are calculated in accordance with New York State Insurance Regulation 147. Reserves for regular life insurance policies are computed by the Net Level Premium method for issues prior to January 1, 1990, and by the Commissioner’s Reserve Valuation Method for the vast majority of issues on and after such date. Five-year renewable term policies issued on or after January 1, 1994 uses the greater of unitary and segmented reserves, where each segment is equal to the term period. Annual Renewable Term policies and Cost of Living riders issued on and after January 1, 1994 uses the segmented reserves, where each segment is equal to one year in length.

Liabilities for incurred but not reported life insurance claims and disability waiver of premium claims are based on historical experience and set equal to a percentage of paid claims. Reserves for amounts not yet due for incurred but not reported disability waiver of premium claims are a percentage of the total Active Lives Disability Waiver of Premium Reserve.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond the date of death. As of December 31, 2015 and 2014, the Company had $460 million and $518 million, respectively, of insurance in force for which the gross premiums were less than the net premiums according to the standard of valuation set by the Department.

The Tabular Interest, Tabular Less Actual Reserve Released and Tabular Cost are determined by formulae as prescribed by the NAIC except for deferred annuities, for which tabular interest is determined from the basic data.

M Intelligent VUL   n   Statement of Additional Information B-117

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Withdrawal characteristics of annuity actuarial reserves and deposit-type contract funds for the years ended December 31, are as follows (dollars in millions):

	2015
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
At fair value	$	—	$	—	$	29,258	$	29,258		13.2	%
Total with adjustment or at fair value	$	—	$	—	$	29,258	$	29,258		13.2	%
At book value without adjustment (minimal or no charge or adjustment)		49,721		394		—		50,115		22.5	%
Not subject to discretionary withdrawal		143,104		—		—		143,104		64.3	%
Total (gross)	$	192,825	$	394	$	29,258	$	222,477		100.0	%
Reinsurance ceded		—		—		—		—
Total (net)	$	192,825	$	394	$	29,258	$	222,477
	2014
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
At fair value	$	—	$	—	$	26,065	$	26,065		12.1	%
Total with adjustment or at fair value	$	—	$	—	$	26,065	$	26,065		12.1	%
At book value without adjustment (minimal or no charge or adjustment)		47,830		302		—		48,132		22.4	%
Not subject to discretionary withdrawal		141,029		—		—		141,029		65.5	%
Total (gross)	$	188,859	$	302	$	26,065	$	215,226		100	%
Reinsurance ceded		—		—		—		—
Total (net)	$	188,859	$	302	$	26,065	$	215,226

Note 15—management agreements

Under Cash Disbursement and Reimbursement Agreements, the Company serves as the common pay-agent for its subsidiaries and affiliates. The Company allocated expenses of $2,083 million, $1,990 million and $1,719 million to its various subsidiaries and affiliates for the years ended December 31, 2015, 2014 and 2013, respectively. In addition, under management agreements, the Company provides investment advisory and administrative services for TIAA-CREF Life and administrative services to the TIAA-CREF Trust Company FSB and VA-1.

The expense allocation process determines the portion of the total investment and operating expenses that is attributable to each legal entity and to each line of business within an entity. Every month the Company allocates incurred expenses to each line of business supported by the Company and its affiliated companies. As part of this allocation process, every department with personnel and every vendor related expense is allocated to lines of business based on defined allocation methodologies. These methodologies represent either shared or direct costs depending on the nature of the service provided. At the completion of the allocation process all expenses are assigned to a line of business and legal entity.

Activities necessary for the operation of the College Retirement Equities Fund (“CREF”), a companion organization, are provided at-cost by the Company and two of its subsidiaries. Such services are provided in accordance with an Investment Management Services Agreement, dated as of January 2, 2008, between CREF and TIAA-CREF Investment Management, LLC (“Investment Management”), and in accordance with a Principal Underwriting and Distribution Services Agreement for CREF, dated as of January 1, 2009, between CREF and TIAA-CREF Individual and Institutional Services, LLC (“Services”). The Company also performs administrative services for CREF, on an at-cost basis. The fees collected under these agreements and the equivalent allocated expenses, which amounted to approximately $971 million, $981 million, and $967 million for the years ended December 31, 2015, 2014 and 2013, respectively, are not included in the statement of operations and have no effect on the Company’s operations.

Advisors provide investment advisory services for VA-1, certain proprietary funds and other separately managed portfolios in accordance with investment management agreements. Teachers Personal Investors Services, Inc. (“TPIS”) and Services distribute variable annuity contracts for VA-1, REA and VA-3 as well as registered securities for certain proprietary funds and non-proprietary mutual funds.

B-118 Statement of Additional Information   n   M Intelligent VUL

continued

All services necessary for the operation of REA are provided at-cost by the Company and Services. The Company provides investment management and administrative services for REA. Distribution services for REA are provided in accordance with a Distribution Agreement among Services, the Company and REA. The Company and Services receive fee payments from REA on a daily basis according to formulae established annually and adjusted periodically. The daily fee is based on an estimate of the at-cost expenses necessary to operate REA and is based on projected REA expense and asset levels, with the objective of keeping the fees as close as possible to actual expenses attributable to operating REA. At the end of each quarter, any differences between the daily fees paid and actual expenses for the quarter are added to or deducted from REA’s fee in equal daily installments over the remaining days in the immediately following quarter.

Note 16—federal income taxes

By charter, the Company is a stock life insurance company operating on a non-profit basis and through December 31, 1997 was exempt from federal income taxation under the Internal Revenue Code. Any non-pension income, however, is subject to federal income taxation as unrelated business income. Effective January 1, 1998, as a result of federal legislation, the Company is no longer exempt from federal income taxation and is taxed as a stock life insurance company.

The application of SSAP No. 101 requires a company to evaluate the recoverability of deferred tax assets and to establish a valuation allowance if necessary to reduce the deferred tax asset to an amount which is more likely than not to be realized. Based on the weight of all available evidence, as of December 31, 2015, the Company released the valuation allowance held on foreign tax credit carry-forwards of $16.6 million at December 31, 2014.

Components of the net deferred tax asset/(liability) are as follows (in millions):

(1)	12/31/2015							12/31/2014							Change
	(1) Ordinary		(2) Capital			(3) (Col 1+2) Total		(4) Ordinary		(5) Capital			(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary			(8) (Col 2–5) Capital			(9) (Col 7+8) Total
a) Gross deferred tax assets	$	11,051	$	651		$	11,702	$	11,175	$	1,177		$	12,352	$	(124	)	$	(526	)	$	(650	)
b) Statutory valuation allowance adjustments		—		—			—		17		—			17		(17	)		—			(17	)
c) Adjusted gross deferred tax assets (a–b)		11,051		651			11,702		11,158		1,177			12,335		(107	)		(526	)		(633	)
d) Deferred tax assets non-admitted		7,301		—			7,301		7,449		—			7,449		(148	)		—			(148	)
e) Subtotal net admitted deferred tax asset (c-d)		3,750		651			4,401		3,709		1,177			4,886		41			(526	)		(485	)
f) Deferred tax liabilities		200		992			1,192		248		1,417			1,665		(48	)		(425	)		(473	)
g) Net admitted deferred tax assets/(net deferred tax liability) (e–f)	$	3,550	$	(341	)	$	3,209	$	3,461	$	(240	)	$	3,221	$	89		$	(101	)	$	(12	)

(2)	12/31/2015						12/31/2014						Change
	(1) Ordinary		(2) Capital		(3) (Col 1+2) Total		(4) Ordinary		(5) Capital		(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary			(8) (Col 2–5) Capital			(9) (Col 7+8) Total
Admission Calculation Components SSAP No. 101
a) Federal income taxes paid in prior years recoverable through loss carrybacks	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—		$	—
b) Adjusted gross DTA expected to be realized (excluding the amount of DTA from 2(a) above after application of the threshold limitation. (The lesser of (b)1 and (b)2 below)	$	3,122	$	87	$	3,209	$	3,135	$	86	$	3,221	$	(13	)	$	1		$	(12	)
1. Adjusted gross DTA expected to be realized following the balance sheet date	$	3,122	$	87	$	3,209	$	3,135	$	86	$	3,221	$	(13	)	$	1		$	(12	)
2. Adjusted gross DTA allowed per limitation threshold		XXX		XXX	$	4,723		XXX		XXX	$	4,599		XXX			XXX		$	99
c) Adjusted gross DTA (excluding the amount of DTA from (a) and (b) above) offset by gross DTL	$	628	$	564	$	1,192	$	574	$	1,091	$	1,665	$	54		$	(527	)	$	(473	)
d) DTA admitted as the result of application of SSAP No. 101. Total ((a)+(b)+(c))	$	3,750	$	651	$	4,401	$	3,709	$	1,177	$	4,886	$	41		$	(526	)	$	(485	)

	2015			2014
Ratio percentage used to determine recovery period and threshold limitation amount		1,021	%		1,043	%
Amount of adjusted capital and surplus used to determine the threshold limitation in (b)2 above (in millions)	$	31,485		$	30,657

M Intelligent VUL   n   Statement of Additional Information B-119

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

	12/31/2015						12/31/2014						Change
	(1) Ordinary			(2) Capital			(3) Ordinary			(4) Capital			(5) (Col 1–3) Ordinary			(6) (Col 2–4) Capital
Impact of Tax Planning Strategies (dollars in millions):
Determination of adjusted gross DTAs and net admitted DTAs, by tax character as a percentage
Adjusted gross DTAs amount from note 17(1)(c)	$	11,051		$	651		$	11,158		$	1,177		$	(107	)	$	(526	)
Percentage of adjusted gross DTAs by tax character attributable to the impact of tax planning strategies		3.60	%		—	%		2.50	%		—	%		1.10	%		—	%
Net admitted adjusted gross DTAs amount from note 17(1)(e)	$	3,750		$	651		$	3,709		$	1,177		$	41		$	(526	)
Percentage of net admitted adjusted gross DTAs by tax character admitted because of the impact of tax planning strategies		10.60	%		—	%		9.00	%		—	%		1.60	%		—	%

The Company does not have tax-planning strategies that include the use of reinsurance.

The Company has no temporary differences for which deferred tax liabilities are not recognized.

Income taxes incurred consist of the following major components (in millions):

	12/31/2015			12/31/2014			12/31/2013
1. Current Income Tax:
a) Federal tax benefit	$	(603	)	$	(478	)	$	(307	)
b) Foreign taxes		—			—			5
c) Subtotal	$	(603	)	$	(478	)	$	(302	)
d) Federal income taxes expense on net capital gains		405			378			701
e) Generation/(utilization) of loss carry-forwards		115			63			(427	)
f) Other		—			—			—
g) Federal and foreign income taxes incurred	$	(83	)	$	(37	)	$	(28	)
	12/31/2015			12/31/2014			Change
2. Deferred Tax Assets:
(a) Ordinary:
1) Policyholder reserves		280			311			(31	)
2) Investments		1,091			881			210
3) Deferred acquisition costs		25			26			(1	)
4) Policyholder dividends accrual		667			679			(12	)
5) Fixed assets		326			244			82
6) Compensation and benefits accrual		217			326			(109	)
7) Receivables – non-admitted		51			90			(39	)
8) Net operating loss carry-forward		1,841			1,728			113
9) Tax credit carry-forward		77			64			13
10) Other (including items < 5% of total ordinary tax assets)		635			606			29
11) Intangible assets – business in force and software		5,841			6,220			(379	)
Subtotal	$	11,051		$	11,175		$	(124	)
(b) Statutory valuation allowance adjustment		—			17			(17	)
(c) Non-admitted		7,301			7,449			(148	)
(d) Admitted ordinary deferred tax assets (2a-2b-2c)	$	3,750		$	3,709		$	41
(e) Capital:
1) Investments	$	588		$	1,114		$	(526	)
2) Real estate		63			63			—
Subtotal	$	651		$	1,177		$	(526	)
(f) Statutory valuation allowance adjustment		—			—			—
(g) Non-admitted		—			—			—
(h) Admitted capital deferred tax assets(2e-2f-2g)		651			1,177			(526	)
(i) Admitted deferred tax assets(2d+2h)	$	4,401		$	4,886		$	(485	)

B-120 Statement of Additional Information   n   M Intelligent VUL

continued

	12/31/2015		12/31/2014		Change
3. Deferred Tax Liabilities:
(a) Ordinary:
1) Investments	$	200	$	243	$	(43	)
2) Other (including items < 5% of total ordinary tax liabilities)		—		5		(5	)
Subtotal	$	200	$	248	$	(48	)
(b) Capital:
1) Investments		992		1,417		(425	)
Subtotal	$	992	$	1,417	$	(425	)
(c) Deferred tax liabilities (3a+3b)	$	1,192	$	1,665	$	(473	)
4. Net Deferred Tax:
Assets/Liabilities (2i–3c)	$	3,209	$	3,221	$	(12	)

The provision for federal and foreign income taxes incurred differs from the amount obtained by applying the statutory federal income tax rate to income before income taxes. The significant items causing this difference at December 31, 2015 are as follows (dollars in millions):

Description	Amount			Tax Effect			Effective Tax Rate
Provision computed at statutory rate	$	1,258		$	440			35	%
Dividends received deduction		(52	)		(18	)		(1.44	)%
Amortization of interest maintenance reserve		(266	)		(93	)		(7.4	)%
Statutory impairment of affiliated common stock		242			85			6.74	%
Prior year true-ups		586			205			16.29	%
Current year deferred only adjustments—deferred affiliate gains, credit carryovers, nonadmitted assets		(178	)		(62	)		(4.95	)%
Change in statutory valuation allowance		(47	)		(16	)		(1.32	)%
Other		(12	)		(5	)		(0.34	)%
Total statutory income taxes	$	1,531		$	536			42.58	%
Federal and foreign income tax incurred (benefit) expense				$	(83	)		(6.56	)%
Change in net deferred income tax charge (benefit)					160			12.71	%
Tax effect of unrealized capital (loss) gain					459			36.43	%
Total statutory income taxes				$	536			42.58	%

At December 31, 2015, the Company has net operating loss carry forwards expiring through the year 2030 (in millions):

Year Incurred	Operating Loss		Year of Expiration
2002	$	669		2017
2003		467		2018
2004		356		2019
2008		1,017		2023
2012		2,030		2027
2014		344		2029
2015		377		2030
Total	$	5,260

At December 31, 2015, the Company has no capital loss carry forwards.

At December 31, 2015, the Company has foreign tax credits of $48 million generated during the years 2006 to 2015 and expiring between 2016 and 2025.

At December 31, 2015, the Company has general business credits of $29 million generated during the years 2004 to 2014 and expiring between 2024 to 2034.

The Company did not incur federal income taxes expense for 2015 or preceding years that would be available for recoupment in the event of future net losses.

The Company does not have any protective tax deposits on deposit with the Internal Revenue Service under IRC Section 6603.

M Intelligent VUL   n   Statement of Additional Information B-121

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Beginning in 1998, the Company filed a consolidated federal income tax return with its includable affiliates (the “consolidating companies”). The consolidating companies participate in tax-sharing agreements. Under the general agreement, which applies to all of the below listed entities except those denoted with an asterisk (*), current federal income tax expense (benefit) is computed on a separate return basis and provides that members shall make payments or receive reimbursements to the extent their income (loss) contributes to or reduces consolidated federal tax expense. The consolidating companies are reimbursed for net operating losses or other tax attributes generated when utilized in the consolidated return.

1) 730 Texas Forest Holdings, Inc.

2) Covariance Capital Management, Inc.

3) GreenWood Resources, Inc.

4) JWL Properties, Inc.

5) ND Properties, Inc.

6) Nuveen Asia Investments, Inc.*

7) Nuveen Holdings, Inc.*

8) Nuveen Investment Solutions, Inc.*

9) Nuveen Investments Advisers Inc.*

10) Nuveen Investments Holdings, Inc.*

11) Nuveen Investments Institutional Services Group, LLC*

12) Nuveen Investments, Inc.*

13) Nuveen Securities, LLC*

14) Oleum Holding Company, Inc.

15) Rittenhouse Asset Management, Inc.*

16) T-C Europe Holding, Inc.

17) T-C SP, Inc.

18) T-C Sport Co., Inc.

19) TCT Holdings, Inc.

20) Teachers Advisors, Inc.

21) Teachers Personal Investors Service, Inc.

22) Terra Land Company

23) TIAA Asset Management Finance Company, LLC*

24) TIAA Board of Overseers

25) TIAA-CREF Life Insurance Company

26) TIAA-CREF Trust Company, FSB

27) TIAA-CREF Tuition Financing, Inc.

28) T-Investment Properties Corp.

29) Westchester Group Asset Management, Inc.

30) Westchester Group Farm Management, Inc.

31) Westchester Group Investment Management Holding Company Inc.

32) Westchester Group Investment Management, Inc.

33) Westchester Group Real Estate, Inc.

The companies denoted with an asterisk above (collectively, “TAMF subgroup”), are subject to a separate tax sharing agreement, under which current federal income tax expense (benefit) is computed on a separate subgroup return basis. Under the Agreement, TIAA Asset Management Finance Company, LLC (“TAMF”) makes payments to TIAA for amounts equal to the federal income payments that the TAMF subgroup would be obliged to pay the federal government if the TAMF subgroup had actually filed a separate consolidated tax return. TAMF is reimbursed for the subgroup losses to the extent that the subgroup tax return reflects a tax benefit that the TAMF subgroup could have carried back to a prior consolidated return year. However, in the event the TIAA consolidated group owes Alternative Minimum Tax (“AMT”) in a given year, TAMF will pay or receive reimbursements for its allocable share of tax, in an amount equal to the ratio that its standalone AMT liability bears to that of the consolidated group’s liability.

Amounts receivable from/(payable to) the Company’s subsidiaries for federal income taxes are ($19) million and $5 million at December 31, 2015 and 2014, respectively.

The Company has no federal or foreign income tax loss contingencies as determined in accordance with SSAP No. 5R, with the modifications provided in SSAP No. 101, and there is no reasonable possibility that the total liability will significantly increase within 12 months of the reporting date.

The Company’s tax years 2010 through 2015 are open to examination by the IRS.

B-122 Statement of Additional Information   n   M Intelligent VUL

continued

Note 17—pension plan and post-retirement benefits

The Company maintains a qualified, non-contributory defined contribution pension plan covering substantially all employees. All employee pension plan liabilities are fully funded through retirement annuity contracts. Contributions are made to each participant’s contract based on a percentage of salary, with the applicable percentage varying by attained age. All contributions are fully vested after three years of service. Forfeitures arising from terminations prior to vesting are used to reduce future employer contributions. The statements of operations include contributions to the pension plan of approximately $53 million, $47 million and $38 million for the years ended December 31, 2015, 2014 and 2013, respectively. This includes supplemental contributions made to company-owned annuity contracts under a non-qualified deferred compensation plan.

In addition to the pension plan, the Company provides certain other post-retirement life and health insurance benefits to eligible retired employees who meet prescribed age and service requirements. The benefit obligation and net periodic benefit cost of this plan for the years ended December 31, are as follows (in millions):

	Post-retirement Benefits
	2015		2014		2013
Benefit obligation	$	104	$	105	$	156
Net period benefit cost	$	4	$	15	$	25

Note 18—reinsurance

Reinsurance transactions included in the statutory—basis statements of operations “Insurance and annuity premiums and other considerations” are as follows (in millions):

	Years Ended December 31,
	2015			2014			2013
Direct premiums	$	13,673		$	12,925		$	14,410
Ceded premiums		(14	)		(15	)		(15	)
Net premiums	$	13,659		$	12,910		$	14,395

The Company enters into reinsurance agreements in the normal course of its insurance business to reduce overall risk. The Company remains liable for reinsurance ceded if the reinsurer fails to meet its obligation on the business assumed. All reinsurance is placed with unaffiliated reinsurers. A liability is established for reserves ceded to unauthorized reinsurers which are not secured by or in excess of letters of credit or trust agreements. The Company does not have reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. Amounts shown in the financial statements are reported net of the impact of reinsurance.

Note 19—repurchase and securities lending programs

Repurchase Program

The Company has a repurchase program to sell and repurchase securities for the purposes of providing additional liquidity. For repurchase agreements, the Company’s policy requires a minimum of 95% of the fair value of securities transferred under repurchase agreements to be maintained as collateral.

As of December 31, 2015 and December 31, 2014, the Company had no outstanding repurchase agreements.

Securities Lending Program

The Company has a securities lending program whereby it may lend securities to qualified institutional borrowers to earn additional income. The Company receives collateral (in the form of cash) against the loaned securities and maintains collateral in an amount not less than 102% of the market value of loaned securities during the period of the loan; any additional collateral required due to changes in security values is delivered to the Company the next business day. Cash collateral received by the Company will generally be invested in high-quality short-term instruments or bank deposits.

As of December 31, 2015, the estimated fair value of the Company’s securities on loan under the program was $808 million. The estimated fair value of collateral held by the Company for the bonds on loan as of December 31, 2015, was reported in “Securities lending collateral assets” with an offsetting collateral liability of $827 million included in “Payable for collateral for securities loaned”. This collateral received is cash and has not been sold or re-pledged as of December 31, 2015.

M Intelligent VUL   n   Statement of Additional Information B-123

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Of the cash collateral from the program, $357 million is held as cash as of December 31, 2015, with the remaining $470 million invested in overnight Treasury reverse repurchase agreements. Thus, the collateral remains liquid and could be returned in the event of a collateral call. The amortized cost and fair value of the reinvested cash collateral by the maturity date of the invested asset is as follows (in millions):

	Amortized Cost		Fair Value
Open	$	357	$	357
30 days or less		470		470
Total collateral reinvested	$	827	$	827

As of December 31, 2014, the estimated fair value of the Company’s securities on loan under the program was $599 million. The estimated fair value of collateral held by the Company for the bonds on loan as of December 31, 2014, was reported in “Securities lending collateral assets” with an offsetting collateral liability of $614 million in “Payable for collateral for securities loaned”. This collateral received was cash and had not been sold or re-pledged as of December 31, 2014.

Of the cash collateral received from the program, $394 million was held as cash as of December 31, 2014, with the remaining $220 million invested in overnight Treasury reverse repurchase agreements. Thus, the collateral was liquid and could have been returned in the event of a collateral call. The amortized cost and fair value of the reinvested cash collateral by the maturity date of the invested asset is as follows (in millions):

	Amortized Cost		Fair Value
Open	$	394	$	394
30 days or less		220		220
Total collateral reinvested	$	614	$	614

Note 20—Federal Home Loan Bank of New York membership and borrowings

The Company is a member of the Federal Home Loan Bank of New York (FHLBNY). Through its membership, the Company has the ability to conduct business activity (advances) with the FHLBNY. It is part of the Company’s strategy to utilize these funds to provide TIAA with additional liquidity to supplement existing sources, and can also be a source of contingent liquidity to meet other requirements. The Company has determined the estimated maximum borrowing capacity as 2% of total net admitted assets at the current reporting date.

The following table shows the FHLB capital stock held as of December 31, 2015, (in millions):

	Total		General Account		Separate Account
Membership stock—class A	$	—	$	—	$	—
Membership stock—class B		96		96		—
Activity stock		—		—		—
Excess stock		—		—		—
Total	$	96	$	96	$	—

The Company became a member of the FHLBNY during 2015. Therefore, no capital stock was held as of December 31, 2014.

The capital stock held by the Company as of December 31, 2015 is eligible for redemption as follows:

					Eligible for Redemption
Membership Stock	Current Year Total		Not Eligible for Redemption		Less than 6 Months		6 Months or Less Than 1 Year		1 to Less Than 3 Years		3 to 5 Years
Class A	$	—	$	—	$	—	$	—	$	—	$	—
Class B	$	96	$	96	$	—	$	—	$	—	$	—

The Company did not conduct any borrowings from the FHLBNY for the year-ended December 31, 2015. Therefore, no collateral was pledged by the Company to the FHLBNY at any point during the year.

B-124 Statement of Additional Information   n   M Intelligent VUL

continued

Note 21—capital and contingency reserves and shareholders’ dividends restrictions

The portion of contingency reserves represented or reduced by each item below for the years ended December 31 are as follows (in millions):

	2015			2014
Net unrealized capital gains (losses)	$	(1,433	)	$	337
Change in asset valuation reserve		1,110			(387	)
Change in net deferred income tax		(160	)		(447	)
Change in non-admitted assets		43			594
Issuance of surplus notes		—			2,000
Change in post-retirement benefit liability		1			60

Capital: The Company has 2,500 shares of Class A common stock authorized, issued and outstanding. All of the outstanding common stock of the Company is held by the TIAA Board of Overseers, a not-for-profit corporation created for the purpose of holding the common stock of the Company. By charter, the Company operates without profit to its sole shareholder.

Surplus Notes: The following table provides information related to the Company’s outstanding surplus notes as of December 31, 2015 (in millions):

Date Issued	Interest Rate			Par Value (Face Amount of Notes)		Carrying Value of Note		Interest Paid Year to Date		Total Principal and / or Interest Paid		Date of Maturity
12/16/2009		6.850	%	$	2,000	$	2,000	$	137	$	822		12/16/2039
09/15/2014		4.900	%	$	1,650	$	1,650	$	80	$	80		09/15/2044
09/15/2014		4.375	%	$	350	$	350	$	15	$	15		09/15/2054

The instruments listed in the above table, are unsecured debt obligations of the type generally referred to as “surplus notes” and are issued in accordance with Section 1307 of the New York Insurance Law. The surplus notes are subordinated in right of payment to all present and future indebtedness, policy claims and other creditor claims of the Company and rank pari passu with any future surplus notes of the Company and with any other similarly subordinated obligations.

The notes were issued in a transaction pursuant to Rule 144A under the Securities Act of 1933, as amended, and the notes are evidenced by one or more global notes deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company.

No subsidiary or affiliate of the Company is an obligor or guarantor of the notes, which are solely obligations of the Company. No affiliates of the Company hold any portion of the notes.

The notes are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims of the Company. Under New York Insurance Law, the notes are not part of the legal liabilities of the Company. The notes are not scheduled to repay any principal prior to maturity. Each payment of interest and principal may be made only with the prior approval of the Superintendent and only out of the Company’s surplus funds, which the Superintendent of the Department determines to be available for such payments under New York Insurance Law. In addition, provided that approval is granted by the Superintendent of the Department, the notes may be redeemed at the option of the Company at any time at the “make-whole” redemption price equal to the greater of the principal amount of the notes to be redeemed, or the sum of the present values of the remaining scheduled interest and principal payments, excluding accrued interest as of the redemption date, discounted to the redemption date on a semi-annual basis at the adjusted Treasury rate plus 40 basis points, plus in each case, accrued and unpaid interest payments on the notes to be redeemed to the redemption date.

Dividend Restrictions: Under the New York Insurance Law, the Company is permitted without prior insurance regulatory clearance to pay a stockholder dividend as long as the aggregated amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus to policyholders as of the immediately preceding calendar year and (ii) its net gain from operations for the immediately preceding calendar year (excluding realized investment gains). The Company has not paid dividends to its shareholder.

M Intelligent VUL   n   Statement of Additional Information B-125

Notes to statutory–basis financial statements

Teachers Insurance and Annuity Association of America

Note 22—contingencies and guarantees

Subsidiary and Affiliate Guarantees:

At December 31, 2015, the Company was obligor under the following guarantees, indemnities and support obligations:

Nature and circumstances of guarantee and key attributes, including date and duration of agreement.	Liability recognition of guarantee. (Include amount recognized at inception. If no initial recognition, document exception allowed under SSAP No. 5R.)	Ultimate financial statement impact if action under the guarantee is required.	Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee. If unable to develop an estimate, this should be specifically noted.	Current status of payment or performance risk of guarantee. Also provide additional discussion as warranted.
Financial support agreement with TIAA-CREF Life Insurance Company to have (i) capital and surplus of $250.0 million; (ii) the amount of capital and surplus necessary to maintain TIAA-CREF Life’s capital and surplus at a level not less than 150% of the NAIC RBC model; or (iii) such other amounts as necessary to maintain TIAA-CREF Life’s financial strength rating the same or better than the Company’s rating at all times.	Guarantee made to/or on behalf of a wholly-owned subsidiary and as such are excluded from recognition.	Investment in Subsidiary, Controlled, or Affiliated (“SCA”)	Since this obligation is not subject to limitations, the Company does not believe that it is possible to determine the maximum potential amount that could become due under these guarantees in the future.	At December 31, 2015, the capital and surplus of TIAA-CREF Life Insurance Company was in excess of the minimum capital and surplus amount referenced, and its total adjusted capital was in excess of the referenced RBC-based amount calculated at December 31, 2015.

The Company has agreed that it will cause TIAA-CREF Life to be sufficiently funded at all times in order to meet all its contractual obligations on a timely basis including, but not limited to, obligations to pay policy benefits and to provide policyholder services. This agreement is not an evidence of indebtedness or an obligation or liability of the Company and does not provide any creditor of TIAA-CREF Life with recourse to or against any of the assets of the Company.

Related to the 2014 acquisition of Nuveen Investments, TAM Finance Company, LLC, the Acquirer and an indirectly owned subsidiary of TIAA, recorded purchase related liabilities at a fair value of $319 million which could be payable according to facts and circumstances in 2017. The Company has agreed to fund these obligations in the event required payments to the Seller are not made by TAM Finance Company, LLC.

The Company also provides a $100 million committed 364-day revolving line of credit arrangement with Nuveen Investments, Inc. This line has an expiration date of December 29, 2016. During the period ending December 31, 2015, there were no draw-downs made under this line of credit arrangement.

The Company provides a $100 million unsecured 364-day revolving line of credit arrangement with TIAA-CREF Life. This line has an expiration date of July 11, 2016. As of December 31, 2015, $30 million of this facility was maintained on a committed basis for which TIAA-CREF Life paid a commitment fee of 7.0 basis points on the unused committed amount. During the period ending December 31, 2015, 28 draw-downs totaling $51.5 million were made under this line of credit arrangement of which none were outstanding as of December 31, 2015.

The Company also provides a $1,000 million uncommitted line of credit to certain accounts of College Retirement Equities Funds (“CREF”) and certain TIAA-CREF Funds (“Funds”). Loans under this revolving credit facility are for a maximum of 60 days and are made solely at the discretion of the Company to fund shareholder redemption requests or other temporary or emergency needs of CREF and the Funds. It is the intent of the Company, CREF and the Funds to use this facility as a supplemental liquidity facility, which would only be used after CREF and the Funds have exhausted the availability of the current $1,500 million committed credit facility maintained with a group of banks.

The Company guarantees CREF transfers to the Company for the immediate purchase of lifetime payout annuities will produce guaranteed payments that will never be less than the amounts calculated at the stipulated interest rate and mortality defined in the applicable CREF contract.

The Company provides a $300 million unsecured and uncommitted 364-day revolving line of credit arrangement with TIAA-CREF Trust Company, FSB. This line has an expiration date of September 14, 2016. During the period ending December 31, 2015, there were no draw-downs made under this line of credit arrangement.

B-126 Statement of Additional Information   n   M Intelligent VUL

concluded

Separate Account Guarantees: The Company provides mortality and expense guarantees to VA-1, for which it is compensated. The Company guarantees, at death, the total death benefit payable from the fixed and variable accounts will be at least a return of total premiums paid less any previous withdrawals. The Company also guarantees expense charges to VA-1 participants will never rise above the maximum amount stipulated in the contract.

The Company provides mortality, expense and liquidity guarantees to REA and is compensated for these guarantees. The Company guarantees once REA participants begin receiving lifetime annuity income benefits, monthly payments will never be reduced as a result of adverse mortality experience. The Company also guarantees expense charges to REA participants will never rise above the maximum amount stipulated in the contract. The Company provides REA with a liquidity guarantee to ensure it has funds available to meet participant transfer or cash withdrawal requests. If REA cannot fund participant requests, TIAA’s general account will fund them by purchasing accumulation units. Under this agreement, TIAA guarantees that participants will be able to redeem their accumulation units at the accumulation unit value next determined after the transfer or withdrawal request is received in good order.

As of December 31, 2015, there are no outstanding liquidity units under the liquidity guarantee provided to REA by the Company.

The Company provides mortality and expense guarantees to VA-3 and is compensated for these guarantees. The Company guarantees once VA-3 participants begin receiving lifetime annuity income benefits, monthly payments will never be reduced as a result of adverse mortality experience. The Company also guarantees expense charges to VA-3 participants will never rise above the maximum amount stipulated in the contract.

Other contingencies:

In the ordinary conduct of certain of its investment activities, the Company provides standard indemnities covering a variety of potential exposures. For instance, the Company provides indemnifications in connection with site access agreements relating to due diligence review for real estate acquisitions, and the Company provides indemnification to underwriters in connection with the issuance of securities by or on behalf of the Company or its subsidiaries. It is the Company management’s opinion that the fair value of such indemnifications are negligible and do not materially affect the Company’s financial position, results of operations or liquidity.

Other contingent liabilities arising from litigation and other matters over and above amounts already provided for in the financial statements or disclosed elsewhere in these notes are not considered material in relation to the Company’s financial position or the results of its operations.

The Company receives and responds to subpoenas or other inquiries from state regulators, including state insurance commissioners; state attorneys general and other state governmental authorities; Federal regulators, including the SEC; Federal governmental authorities; and the Financial Industry Regulatory Authority (“FINRA”) seeking a broad range of information. The Company cooperates in these inquiries.

Note 23—subsequent events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 4, 2016, the date the financial statements were available to be issued. No such items were identified by the Company.

M Intelligent VUL    n   Statement of Additional Information B-127

730 Third Avenue

New York, NY 10017-3206

	A13547 (5/16)

PART C: OTHER INFORMATION

Item 26. Exhibits

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

(b) CustodianAgreements.

C-1

	(1)		Form of Domestic Custody Agreement between TIAA-CREF Life Insurance Company on behalf of TIAA-CREF Life Separate Account VLI-1 and JPMorgan Chase Bank, N.A. (2)
(c)			Underwriting Contracts.
	(1)		Principal Underwriter Distribution Agreement for the TIAA-CREF Life Insurance Company Unit Investment Trust Separate Accounts. (4)
	(2)		Cash Disbursement and Reimbursement Agreement for the TIAA-CREF Life Insurance Company Unit Investment Trust Separate Accounts. (4)
(d)			Contracts.
	(1)	(a)	Flexible Premium Variable Universal Life Insurance Policy (1)
		(b)	Enhanced Cash Value Rider (1)
		(c)	Long Term Accumulation Rider (1)
		(d)	Waiver of Monthly Charges Rider (1)
		(e)	Aviation Limitation Endorsement (1)
		(f)	Overloan Protection Endorsement (1)
(e)			Applications.
	(1) (2)		Form of Application (11) Next Gen M Simplified Underwriting Application *
(f)			Depositor’s Certificate of Incorporation and By-Laws.
	(1)		Charter of TIAA-CREF Life Insurance Company (3)
	(2)		By-laws of TIAA-CREF Life Insurance Company (3)
(g)			Reinsurance Contracts.
(h)			Participation Agreements.
	(1)		Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company. (4)
	(2)		Participation Agreement by and among DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (6).
	(3)		Participation Agreement between Vanguard Variable Insurance Fund, and the Vanguard Group, Inc, and Vanguard Marketing Corporation, and TIAA-CREF Life Insurance Company. (6).
	(4)		M Fund, Inc. Participation Agreement with TIAA-CREF Life Insurance Company. (5)
	(5)		Amendment to Participation Agreement among TIAA-CREF Life, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated March 1, 2012. (5)
	(6)		Amendment to Participation Agreement among TIAA-CREF Life, ING Investors Trust, and ING Funds Distributor, LLC with respect to institutional shares, dated March 1, 2012. (5)
	(7)		Amendment to Participation Agreement between TIAA-CREF Life and Janus Aspen Series with respect to Institutional Shares, dated March 19, 2012. (5)
	(8)		Amendment to Participation Agreement among TIAA-CREF Life, Neuberger Berman Advisers Management Trust, and Neuberger Berman Management, Inc., dated March 7, 2012. (5)
	(9)		Amendment to Participation Agreement among TIAA-CREF Life, PIMCO Variable Insurance Trust, and PIMCO Investments LLC, dated February 29, 2012. (5)
	(10)		Amendment to Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC, March 1, 2012. (5)

C-2

	(11)	Amendment to Participation Agreement between Principal Variable Contracts Fund, Inc., Principal Funds Distributor Inc. and TIAA-CREF Life Insurance Company, dated as of February 29, 2012. (5)
	(12)	Amendment to Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company dated March 23, 2012. (5)
	(13)	Amendment No. 3 to Administrative Services Agreement between Franklin Templeton Services, LLC and TIAA-CREF Life Insurance Company dated April 9, 2012. (5)
	(14)	Amendment to Participation Agreement among TIAA-CREF Life, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P. (7)
	(15)	Amendment to Participation Agreement among TIAA-CREF Life, Neuberger Berman Advisers Management Trust, and Neuberger Berman Management, Inc. (7)
	(16)	Amendment to Participation Agreement among TIAA-CREF Life, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC. (7)
	(17)	Amendment to Participation Agreement between Principal Variable Contracts Fund, Inc., Principal Funds Distributor Inc. and TIAA-CREF Life Insurance Company. (7)
	(18)	Amendment to Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company. (7)
	(19)	Amendment to Participation Agreement by and among DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (7)
	(20)	Amendment to Participation Agreement between Vanguard Variable Insurance Fund, and the Vanguard Group, Inc, and Vanguard Marketing Corporation, and TIAA-CREF Life Insurance Company. (7)
	(21)	Amendment to Fund Participation Agreement between Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., TIAA-CREF Life Insurance Company, and TIAA-CREF Institutional and Individual Services, LLC. (8)
	(22)	Amendment to Fund Participation Agreement between ING Investors Trust, ING Investments Distributor, LLC, and TIAA-CREF Life Insurance Company. (8)
	(23)	Amendment to Fund Participation Agreement between T. Rowe Price Associates, Inc. and TIAA-CREF Life Insurance Company. (8)
	(24)	Amendment to Fund Participation Agreement between M Financial Advisers, Inc., M Holdings Securities, Inc., and TIAA-CREF Life Insurance Company. (8)
	(25)	Amendment to Fund Participation Agreement between T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc., and TIAA-CREF Life Insurance Company. (8)
	(26)	Amendment to Fund Participation Agreement between DFA Investment Dimensions Group Inc., Dimensional Fund Advisors LP, DFA Securities LLC and TIAA-CREF Life Insurance Company. (9)
	(27)	Participation Agreement among TIAA-CREF Life Funds, Teachers Personal Investors Services, Inc., Teachers Advisors, Inc. and TIAA-CREF Life Insurance Company.(10)
	(28)	Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, andTIAA-CREF Life Insurance Company. (12)
	(29)	Amendment to Fund Participation Agreement among T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Investment Services, Inc. and TIAA-CREF Life Insurance Company. (12)
	(30)	Amendment to Fund Participation Agreement among Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P, Inc. and TIAA-CREF Life Insurance Company. (12)
	(31)	Amendment to Fund Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, and TIAA-CREF Life Insurance Company *
(i)		Administrative Contracts.
	(1)	Form of Administrative Services Agreement by and between McCamish Systems, LLC and Teachers Insurance and Annuity Association of America. (2)

C-3

	(2)	Form of Investment Accounting Agreement by and between State Street Bank and Trust Company and Teachers Insurance and Annuity Association of America and TIAA-CREF Life Insurance Company on behalf of the Separate Account. (2)
	(3)	Master Services Agreement effective as of September 30, 2015 between Teachers Insurance and Annuity Association of America and Accenture LLP (13).
(j)		Other Material Contracts. Not Applicable.
(k)		Legal Opinion. Opinion and Consent of Ken Reitz, Esq. as to the legality of the securities being registered *
(l)		Actuarial Opinion. Not Applicable.
(m)		Calculation. Not Applicable.
(n)		Other Opinions.
	(1)	Consents of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*
(o)		Omitted Financial Statements. Not Applicable.
(p)		Initial Capital Agreements. Not Applicable.
(q)		Transfer and Redemption Procedures pursuant to Rule 6e-3(T)(b)(12)(iii). (To be incorporated by pre-effective amendment.)
	(1)	Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (5)
	(2)	Amendment to Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company.(11)
	(3)	Amendment to Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company. (12)
	(4)	Amendment to Description Of Issuance, Transfer And Redemption Procedures M Intelligent Individual Flexible Premium Variable Universal Life Insurance Policies Issued By TIAA-CREF Life Insurance Company.*
(r)	(A)	Powers of Attorney (11)
	(B)	Powers of Attorney (12)
	(C)	Powers of Attorney (13)

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

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

(3) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6, filed January 31, 2002 (File No. 333-62162).

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

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

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

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

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

(9) Incorporated by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-6, filed on February 7, 2014 (File Nos 333-1128699 and 811-10393).

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

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

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

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

* Filed Herewith\

C-4

Item 27. Directors and Officers of the Depositor

Name and Principal Business Address*	Position and Offices with Depositor
David M. Anderson	Director, Chairman, President and Chief Executive Officer
Kathie Andrade	Director
Rashmi Badwe	Director
Elizabeth D. Black	Director
Douglas E. Chittenden	Director
Sue Collins	Director
Christopher McGeown	Director
Eric T. Jones	Director
Russell Noles	Director
Ajay Sawhney	Director
Stephen D. Collier	Senior Vice President, Head of Tax
Elizabeth Debenedictis	Vice President
Larkin W. Fields	Chief Financial Officer
Margarita Echevarria	Chief Compliance Officer
Carol Fracasso	Vice President, Business Management
Bradley Gabel	Vice President, Chief Underwriting Officer
Peter Pisapia	Chief Compliance Officer of the Separate Account
Todd Sagmoe	Vice President, Illustration Actuary
Cherita Thomas	Secretary
Jorge Gutierrez	Treasurer
Ken Reitz	General Counsel

* The principal business address for each officer and director is 730 Third Avenue, New York, New York 10017-3206

C-5

Item 28. Persons Controlled by or under Common Control with the Depositor or Registrant

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

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

C-6

Item 29. Indemnification

The TIAA-CREF Life bylaws provide that the TIAA-CREF Life Insurance Company will indemnify, in the manner and to the fullest extent permitted by law, each person made or threatened to be made a party to any action, suit or proceeding, whether or not by or in the right of the TIAA-CREF Life Insurance Company, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that he or she or his or her testator or intestate is or was a director, officer or employee of the TIAA-CREF Life Insurance Company, or is or was serving at the request of the TIAA-CREF Life Insurance Company as director, officer or employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if such director, officer or employee acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture trust, employee benefit plan or other enterprise, not opposed to, the best interests of the TIAA-CREF Life Insurance Company and in criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. To the fullest extent permitted by law such indemnification shall include judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees. No payment of indemnification, advance or allowance under the foregoing provisions shall be made unless a notice shall have been filed with the Superintendent of Insurance of the State of New York not less than thirty days prior to such payment specifying the persons to be paid, the amounts to be paid, the manner in which payment is authorized and the nature and status, at the time of such notice, of the litigation or threatened litigation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Securities Act”) 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 30. Principal Underwriter

(a) TIAA-CREF Institutional and Individual Services, LLC (“TC Services”) acts as principal underwriter of the contracts as defined in the Investment Company Act of 1940, as amended. TC Services is also principal underwriter for TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds, TIAA-CREF Life Funds, and variable annuity issued by TIAA-CREF Life Separate Account VA-1 and TIAA Separate Account VA-1.

(b) Management

Name and Principal Business Address*	Positions and Offices with Underwriter
Kathie J. Andrade	Chief Executive Officer, Chairman of the Board
Peter Kennedy	Vice President, Chief Operating Officer
Stephen D. Collier	Senior Vice President, Head of Tax
Pamela Lewis Marlborough	Vice President, Chief Legal Officer, Assistant Secretary
Christopher J. Weyrauch	President
Samuel Turvey	Chief Compliance Officer
Christy R. Lee	Chief Financial Officer, Controller
Jorge Gutierrez	Treasurer
Cherita Thomas	Secretary

C-7

* The address of each Director 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. None

Item 31. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained at the Registrant’s home office, 730 Third Avenue, New York, New York 10017, and at other offices of the Registrant located at 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262 In addition, certain duplicated records are maintained at Iron Mountain 22 Kimberly Road East Brunswick, NJ 08816, CitiStorage Inc 5 North 11th Street, Brooklyn, NY 11211, File Vault, 839 Exchange Street, Suite A, Charlotte, NC 28208, State Street Bank and Trust Company, 801 Pennsylvania, Kansas City, MO 64105, JPMorgan Chase Bank, 4 Chase Metrotech Center Brooklyn, NY 11245, and McCamish Systems LLC, Storage of Documents: Iron Mountain, 660 Distribution Drive, Atlanta, GA 30336, Storage of Electronic Date: Quality Technology Services, 300 Satellite Blvd, Suwanee, GA 30024.

Item 32. Management Services

All management contracts are discussed in Part A or Part B.

Item 33. Fee Representation

TIAA-CREF Life Insurance Company hereby represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by TIAA-CREF Life Insurance Company.

C-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, TIAA-CREF Life Separate Account VLI-2 certifies that it meets the requirements of Securities Act of 1933 Rule 485(b) for effectiveness of this registration statement 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 the 27^th of April, 2016.

TIAA-CREF LIFE SEPARATE ACCOUNT VLI-2

BY: TIAA-CREF Life Insurance Company

(On behalf of the Registrant and itself)

By:	*
	David M. Anderson President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on April 27, 2016, in the capacities indicated.

Signature	Title
*	President and Chief Executive Officer
David M. Anderson
*	Chief Financial Officer (Principal Financial and Accounting Officer)
Larkin W. Fields
*	Director
David M. Anderson
*	Director
Kathie Andrade
*	Director
Rashmi Badwe
*	Director
Elizabeth D. Black
*	Director
Douglas E. Chittenden
*	Director
Sue Collins
*	Director
Christopher McGeown
*	Director
Eric T. Jones
*	Director
Russell Noles
*	Director
Ajay Sawhney

* Signed by Kenneth W. Reitz, Esq. as attorney-in-fact pursuant to a Power of Attorney effective: February 22, 2016

/s/    Kenneth W. Reitz        

Kenneth W. Reitz, Esq.

Attorney-in-fact

EXHIBIT INDEX

(e)(2)	Next Gen M Simplified Underwriting Application
(h)(31)	Amendment to Fund Participation Agreement among John Hancock Variable Insurance Trust, John Hancock Distributors LLC, and TIAA-CREF Life Insurance Company
(k)	Legal Opinion
(n)(1)	Written Consents of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
(q)(4)	Amendment to Description of Issuance, Transfer And Redemption Procedures

EX-99.(E)(2)

Exhibit (e)(2)

	TIAA-CREF LIFE INSURANCE COMPANY
	[New Business Administration Office: P.O. Box 1258 Charlotte, NC
	28201-1258] [Home Office: 730 Third Avenue, New York, NY 10017-
	3206]

Page 12 of 22

    LIFE INSURANCE Enrollment Form – Part I Please Print in Black or Blue Ink    

Section A: Proposed Insured
1.	Full Legal Name
		First	Middle	Last	Suffix

 2.     Date of Birth 3. Social Security No 4. Gender  ¨M ¨F

 5.     Residence Address Apt. No.

City State Zip Code

 6.     Mailing Address  ¨ Same as Residential Apt. No.

City State Zip Code

 7.     Primary Telephone #

 8.     Are you a US citizen or a permanent US resident that holds a permanent visa?    ¨Yes  ¨No

If No, please provide details.

Residency Card or Visa No. Expiration Date Years in U.S.

 9.     Birthplace:  State/Country

 10.   Do you have a Driver’s License?    ¨ Yes  ¨ No    If Yes,

Driver’s License No. State of Issue

If No, please provide details.

 11.   Are you employed?        ¨  Yes   ¨ No      If No, please provide details.

If YES, what is your occupation?

 12.   Employer’s Name

 13.   Annual Income: Earned Unearned 14. Net Worth

 Section B: Certificate Information

 COVERAGE DETAILS – Refer to your illustration for benefits selected.

 1. SELECT CERTIFICATE TYPE    (Check one) xM Intelligent UL                    ¨M Intelligent VUL

 2. TOTAL FACE AMOUNT $ = Base Face Amount $ + Supplemental Face Amount

 3. PREMIUM AMOUNT      Planned Annual Premium (if single payment, enter “0”) $

 4. Death Benefit Option

¨Option A – Face Amount/Total FA ¨Option B – Face Amount/Total FA plus     Certificate Value ¨Option C – Face Amount/Total FA     plus premiums paid

 5. Definition of Life Insurance Test ¨Guideline Premium Test (GPT) ¨Cash Value Accumulation Test (CVAT)

	This election cannot be changed after issue.
6.	Riders and Benefits – Check if you wish to elect the following:
	¨ Long-Term Accumulation Rider (LTA) (Available for M Intelligent VUL.) ¨ Enhanced Cash Value Rider (ECV) (Available for M Intelligent UL or M Intelligent VUL with LTA Rider.) ¨ Waiver of Monthly Charges Rider (Available for M Intelligent UL, M Intelligent VUL.) ¨ Overloan Protection Endorsement (Not available if the Cash Value Accumulation Test is elected.)
Section C: Premium Information
1.	PAYMENT METHOD (Check all that apply - Payment accepted once Enrollment Form is approved.)
	¨Direct Bill                                ¨Lump Sum                                ¨1035 Exchange (Complete the 1035 Exchange Form.) ¨EFT (Not available for initial premium on M Intelligent VUL.) To authorize payment by EFT, you must complete EFT Authorization Form
2.	PAYMENT FREQUENCY      ¨Annually                 ¨Semiannually                ¨Quarterly                 ¨Monthly
3.	Will any of the premiums required to pay for this certificate be obtained through a premium financing or loan agreement? ¨Yes    ¨No

If Yes, please provide details.

Section D: Third Party Notification — Protection Against Unintended Lapse In Coverage
Although the election of this option only authorizes TIAA-CREF Life Insurance Company to send an additional notice to a designated third party advising that the certificate is in danger of lapse, it does not mean that the third party is responsible for preventing such a lapse. In addition, certain circumstances and provisions in the certificate may govern procedure, thereby preventing the certificate from any kind of lapse.
1.	I elect to have an additional notice regarding any lapse in premium payment sent to a third party of my choosing. ¨ Yes ¨ No If Yes, please provide Name and Mailing Address below.
2.	Full Legal Name                                                                                                                                                                                                                       First                                 Middle                                     Last                            Suffix
3.	Primary Telephone No.	4.    Alternate Telephone No.
5.	Email Address

Section E: Owner Information
1.	Owner     ¨Same as Proposed Insured Go to Section F     ¨ Trust     ¨Other Person     ¨Multiple Owners
2.	Full Name of Primary Owner
3.	Date of Birth/Date of Trust	4.    Social Security No./Tax ID No.
If the Owner is a Trust, complete the Trustee Declaration of Authority Form and skip to Section F.

5.	Relationship to Proposed Insured	6.    Gender    ¨M    ¨F
7.	Residence Address	Apt. No.
	City                                                                                            State                  Zip Code                  Country
8.	Mailing Address ¨Same as Residential	Apt. No.
	City                                                                                            State                  Zip Code                  Country
9.	Are you a US citizen or a permanent US resident that holds a permanent visa?    ¨Yes    ¨No
	If No, please provide details.
	Residency Card or Visa No.                                               Expiration Date                                      Years in U.S.
10.	Primary Telephone #
If Multiple Owners, complete Multiple Owners Form.

Section F: Beneficiary Information
It is important that your beneficiary designation be clear so that there will be no question as to your intent as to what each beneficiary will receive. It is also important that you name a primary and contingent beneficiary. If more than one primary or contingent beneficiary is named without a percentage indicated, the proceeds will be divided equally. If percentages are indicated, total of percentages must equal 100%. If a primary or contingent beneficiary predeceases you, the amount he or she would have received will be paid in equal amounts to the surviving primary or contingent beneficiary(ies). By checking the Lineal Descendant Per Stirpes (LDPS) box next to a beneficiary, this provides that should the beneficiary predecease you, the share percentage allotted to the deceased beneficiary will pass in equal shares to the first generation of the deceased beneficiary’s living lineal descendants, which may be his or her children or grandchildren.
Full Legal Name, Address, including country if outside United States, and Telephone Number of Beneficiary Or Trust and Trustee(s)	Relationship   to Proposed   Insured		Percentage   (Whole #s   Only)1	Date of Birth or   Date of Trust   (mm/dd/yyyy)	SSN or   Tax ID No.	Primary(P) or   Contingent   (C)	LDPS2
						¨ P ¨ C	¨ Yes ¨ No
						¨ P ¨ C	¨ Yes ¨ No
Total = 100%
1    Both Primary and Contingent (if applicable). 2    Lineal Descendants Per Stirpes - Indicate Yes or No.
Note: Unless you state otherwise in the table above, the term Descendants includes individuals legally adopted or born after the signature date of this Enrollment Form and who are members of the class on the date of your death. Please consult your estate planning attorney prior to making any LDPS designation. TIAA-CREF Life Insurance Company does not, and cannot, provide you with legal advice.
Section G: Charitable Giving Benefit
The designated beneficiary of this benefit may be any institution accredited as a charity with the IRS under Section 501(c)(3). The Charitable Benefit Provision pays, upon the death of the insured, a supplemental death benefit, over and above the base certificate death benefit, equal to one percent (1%) of the base certificate’s base face amount with a cap of $100,000. Supplemental Face Amount values are not included in the 1% benefit.
1.    Name of Qualified Charity                                                                                                                                                               2.    501(c)(3) Tax ID No.
3.    Address
City                                 State                                         Zip Code
Section H: Existing and Replacement Coverage
1.    In the last 24 months, have you applied for any other life insurance?						¨  Yes ¨  No
If the answer to question No. 2 or No. 3 is Yes, provide full details in the chart below.
2.    Will this insurance replace existing policies or are you considering using funds from existing policies to pay premiums due on the new certificate? If Yes, complete state appropriate replacement forms.						¨  Yes ¨  No
3.    Provide information for each policy in force on the Proposed Insured with all companies. If None check this box.						¨
Remarks – Existing and Replacement Coverage (If additional space is needed, attach a separate page, signed and dated, to the Enrollment Form.)
	Insurance			Issue Date	Intend to	1035	Face
Company Name	Personal	Business	Policy #	Year	Replace?	Exchange?	Amount
							Including Riders
	¨	¨			¨ Yes ¨ No	¨ Yes ¨ No
	¨	¨			¨ Yes ¨ No	¨ Yes ¨ No
	¨	¨			¨ Yes ¨ No	¨ Yes ¨ No

Section I: Viatical Settlements
The following questions must be answered by the Owner(s). (If the answer to any question is Yes, provide full details in the Remarks section below.)
1.    Do you, the Owner(s), intend to use or transfer the certificate for any type of pre-death financial settlement, such as viatical settlement, senior settlement, life settlement, or for any other secondary market?				¨ Yes    ¨ No
2.    Have you, the Owner(s), in the past 5 years sold a policy to a life settlement, viatical or other secondary market?				¨ Yes    ¨  No
Remarks - Viatical Settlements
Insurance Company and Name of Owner(s) if other than insured	Policy#	Face Amount      Including Riders	Product	Date of Sale     (mm/dd/yyyy)
(If additional space is needed, attach a separate page, signed and dated, to the Enrollment Form.) Note: All information provided in this Enrollment Form must be accurate as of the date of Enrollment Form for insurance. Missing or incorrect information, particularly as it relates to the completion of Sections H and I, can result in processing delays and/or rescission of the certificate.
Section J: Background Information
The following questions must be answered by the Proposed Insured.
1.    In the next 2 years, do you intend to travel or reside outside of the U.S. or Canada?				¨ Yes    ¨ No
2.    In the last 2 years, have you flown other than as a fare paying passenger on a scheduled airline, or do you intend to do so within the next 2 years?				¨ Yes    ¨ No
3.    In the last 2 years have you participated in rock or mountain climbing, racing of any motor powered land vehicle or watercraft, scuba diving, mixed martial arts, or aeronautics (including hang gliding, sky diving, base jumping, parachuting, ultralight, soaring, and ballooning) or do you intend to do so within the next 2 years?				¨ Yes    ¨ No
4.    Are you now a member, or have you entered into a written agreement to become a member, of the U.S. Armed Forces, National Guard, or Reserves?				¨ Yes    ¨ No
5.    Have you had any bankruptcies in the past 7 years, or do you have any suits, judgments, or liens currently pending against you at this time?				¨ Yes    ¨ No
6.    Have you ever pleaded guilty to or been convicted of a felony, are you currently on probation, or do you currently have any criminal charges against you?				¨ Yes    ¨ No
7.    In the last 5 years, have you used marijuana in any form?				¨ Yes    ¨ No
8.    Have you ever used any illicit drugs, or used habit forming prescription drugs, except as prescribed by a licensed member of the medical profession?				¨ Yes    ¨ No
9.    Have you ever had or been advised by a licensed member of the medical profession to have medical treatment, counseling, or participation in a support group for the use of alcohol or drugs, or been advised to limit or discontinue use?				¨ Yes    ¨ No
10.  In the last 5 years, have you pleaded guilty to or been convicted of reckless driving or driving under the influence of alcohol or drugs, had a driver license suspended or revoked, or had more than one moving violation?				¨ Yes    ¨ No
11.  Have you ever been declined, postponed, or charged an additional premium for life, health, long-term care, or disability insurance?				¨ Yes    ¨ No
12.  In the last 5 years, have you received any disability, chronic illness, long-term care, or accident related medical benefits?				¨ Yes    ¨ No
Section K: Medical Information
The following questions must be answered by the Proposed Insured.
1.    What is your height and weight?              Feet              Inches               lbs.
2.    Has your weight changed more than 12 pounds in the last 12 months?				¨ Yes    ¨ No
3.    In the last 5 years, have you used tobacco, e-cigarettes, or any product containing nicotine?				¨ Yes    ¨ No
4.    In the last 10 years have you been diagnosed, treated, or been given medical advice or received follow up by a licensed member of the medical profession for any of the following conditions:
(a)    High Blood Pressure?				¨ Yes    ¨ No
(b)    High Cholesterol?				¨ Yes    ¨ No
(c)    Coronary Artery Disease, Stroke, Mini-Stroke, or TIA?				¨ Yes    ¨  No

Section K: Medical Information (continued)
	(d)	Chest pain, angina, valve disorder, peripheral vascular disease, atrial fibrillation, aneurysm, or any other disease, disorder, or defect of the heart, arteries, or veins?	¨ Yes    ¨ No
	(e)	Cancer of any type, excluding basal cell or squamous cell carcinoma of the skin?	¨ Yes    ¨ No
	(f)	Any disorder or disease of the thyroid, blood, lymph, or glands?	¨ Yes    ¨ No
	(g)	Any disorder of disease of the digestive system, including ulcerative colitis, Crohn’s disease, gastrointestinal bleeding, Barrett’s esophagus, acid reflux, pancreatitis, or any other inflammatory intestinal or bowel disorder?
	(h)	Hepatitis, cirrhosis, fatty liver, or any other disorder or disease of the liver?
	(i)	Diabetes, high blood sugar, or glucose intolerance?
	(j)	Any disorder or disease of the kidneys or bladder, or findings of sugar, protein, or blood in your urine?	¨ Yes    ¨ No
	(k)	Asthma, sleep apnea, COPD, emphysema, or any other disorder or disease of the respiratory system?	¨ Yes    ¨ No
	(l)	Seizures, multiple sclerosis, Parkinson’s disease, cognitive impairment, or any other disorder or disease of the brain or nervous system?	¨ Yes    ¨ No
	(m)	Rheumatoid arthritis or any other disease or disorder of the joints, muscles, nerves, or bones?	¨ Yes    ¨ No
	(n)	Lupus, scleroderma, or any other connective tissue disease or disorder?	¨ Yes    ¨ No
	(o)	Other than as previously disclosed, any immune or auto-immune disorder or disease, excluding those related to AIDS (Acquired Immunodeficiency Syndrome) or HIV (Human Immunodeficiency Virus)?	¨ Yes    ¨ No
	(p)	Depression or bi-polar disorder?	¨ Yes    ¨ No
	(q)	Other than as previously disclosed, any psychiatric, emotional, or mental health disorder or disease?	¨ Yes    ¨ No
5.	Other than any you previously mentioned, in the last 5 years have you had any other services provided by a licensed member of the medical profession such as: check-up or consultation; diagnosis of an illness or impairment; surgery, biopsy, or confinement in a medical facility other than normal childbirth, routine physical exams with normal results, or routine treatment for cold, flu, allergies, or minor injuries?		¨ Yes    ¨ No
6.	In the last 5 years, have you been advised by a licensed member of the medical profession to have any consultation, surgery, treatment, biopsy, confinement to a medical facility, or diagnostic test, except those related to the Human Immunodeficiency Virus (AIDS virus), that has not yet been completed?		¨ Yes    ¨ No
7.	Have you ever been diagnosed by a licensed member of the medical profession or tested positive for Human Immunodeficiency Virus (HIV) or Acquired Immune Deficiency Syndrome (AIDS)?		¨ Yes    ¨ No
8.	Have either of your parents or any of your siblings died prior to age 60 due to cancer, heart disease, stroke, diabetes, or mental illness?		¨ Yes    ¨ No
9.	IF FEMALE - To the best of your knowledge, are you currently pregnant?		¨ Yes    ¨ No
10.	Are you presently taking any medication(s), including over-the-counter medications or supplements?		¨ Yes    ¨ No

Section L: FOR OFFICIAL USE ONLY – AGENT CERTIFICATION
1.	I hereby certify that I have reviewed with the Owner, Co-Owner(s) and Proposed Insured: (1) the answers to the replacement questions, and (2) all of the information in the Enrollment Form.
2.	I further certify that to the best of my knowledge and belief, the Owner or Co-Owner(s)
	¨DOES	¨DOES NOT	Have existing life insurance policies or annuity contracts on the life of a Proposed Insured including those under a binding or conditional receipt or those within an unconditional refund period.
	¨DOES	¨DOES NOT	Intend to replace coverage under an existing life insurance policy or annuity contract for this certificate or lapse, forfeit, surrender, partially surrender, assign, reduce value or use any existing life insurance policy or annuity contract as a source of premium for the coverage for which application is being made.

  FOR REPLACEMENT TRANSACTIONS ONLY (Provide the applicable state forms.)

3.	Who recommended the replacement?          ¨AGENT                         ¨OWNER                         ¨CO-OWNER
4.	Provide the reason for replacement.

  Section M: Additional Information/Special Requests

  Section N: Signature Section

  Declarations

1.	No agent/registered representative or medical examiner has the authority to make or modify the Company’s guidelines, to decide whether anyone proposed for insurance is an acceptable risk or to waive any of the Company’s rights or requirements.
2.	In connection herewith, it is expressly acknowledged that the insurance, as applied for, is suitable for the insurance needs and financial objectives of the undersigned.

  Customer Identification Notice

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who makes an Enrollment Form. This means we will ask you for your name, address, date of birth and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents.

I, the Proposed Owner, acknowledge receipt of the Customer Identification Notice. I understand that the identity information being provided by me is required by Federal law to be collected in order to verify my identity and I authorize its use for this purpose.

  Agreements

  By signing below, each person applying for coverage represents and agrees to the following:

I have read the Enrollment Form. The statements and answers made in this Enrollment Form are true and complete to the best of my knowledge and belief and are made to obtain the insurance applied for. These answers and any additional supplements will be attached to and made a part of the issued certificate. No information will be considered to have been given to TIAA-CREF Life Insurance Company (the Company) unless it is stated in the Enrollment Form. I will notify the Company of any changes to the statements or answers given in the Enrollment Form between the time of the Enrollment Form and delivery of the certificate. I understand that the insurance I applied for will take effect only if the Company accepts this Enrollment For and issues a certificate and if, on the date of issue: (1) the first premium has been paid, (2) the Proposed Insured is alive, and (3) all conditions used to determine the Proposed Insured’s insurability remain as stated in the Enrollment Form. No one except the Company’s officers may make, change or discharge any insurance contract, or bind the Company by making any promises about any policy benefits applied for. I acknowledge receipt of the written notice of my rights under the federal Fair Credit Reporting Act and the MIB, Inc.

  Authorization To Obtain And Disclose Information

I, the Proposed Insured, hereby authorize any licensed physician, medical practitioner, hospital, clinic, or other health care provider, pharmacy, pharmacy benefit manager, insurance company or reinsurer, financial institution, government agency, the MIB, Inc., consumer reporting agency, employer or other organization, institution or person to disclose to the insurance administrators, underwriting personnel, claims personnel, investigators, legal counsel, and reinsurers of the Company, the following information pertaining to me: (1) employment information; (2) other insurance coverage, claims and records; (3) prescribed drugs; (4) past and present physical, mental, drug and/or alcohol conditions; (5) motor vehicle records; (6) avocations; (7) general reputation; and (8) other personal characteristics. I understand and agree that the Company may collect this information for the purpose of determining eligibility for insurance and investigating claims for benefits and that the Company may disclose all or some of my information to its reinsurers, its agents, and the business process organizations (BPO) which administer various underwriting, new business, policyholder service and claims adjudication functions on its behalf. I authorize the Company or its reinsurers to make a brief report of my personal health information to MIB, Inc. This authorization is valid for 24 months. A photographic copy of this authorization is as valid as the original, and I am entitled to receive a copy of this authorization upon request. I may revoke this authorization at any time by sending a written request for revocation to the Company in writing, subject to state law and the rights of anyone who has relied on this authorization. However, that revocation may cause the Company to reject my Enrollment Form.

Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

Signed in			On
	City	State		Date
X
Signature of Proposed Insured				Date
X
Signature of Applicant/Owner, Trustee (if other than Proposed Insured)				Date
X
Signature of Co-Owner(s) (if applicable and other than Proposed Insured)				Date

  AGENT’S SIGNATURE

X
Signature of Agent	Date

EX-99.(H)(31)

Exhibit (h)(31)

AMENDMENT

TO

PARTICIPATION AGREEMENT

This AMENDMENT (the “Amendment”) is dated as of February 1, 2016 by and among TIAA-CREF Life Insurance Company (the “Company”), John Hancock Variable Insurance Trust (the “Trust”), and John Hancock Distributors, LLC (the “Underwriter”).

WHEREAS, the parties hereto are parties to a Participation Agreement entered into on December 2, 2014 (the “Agreement”);

WHEREAS, the parties to the Agreement desire to amend the Agreement so that the Fund/SERVE-Defined Contribution Clearance and Settlement Service Processing Procedures and the rules and procedures of the NSCC Division of the National Securities Clearing Corporation (“NSCC”) will govern the purchase, redemption and settlement of orders effected pursuant to the Agreement through NSCC;

NOW THEREFORE, in consideration of their mutual promises, the Company, the Trust and the Underwriter agree as follows:

1. Amendment. Section 1.15 is added to the Agreement as follows:

1.15. Purchase, Redemption and Settlement Procedures through NSCC

If transactions in shares of the Designated Funds are settled through the National Securities Clearing Corporation (“NSCC”) Fund/SERV system, the following provisions shall apply:

(1) The Trust and the Company each represent that it or one of its affiliates, or in the case of the Company its custodian, has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system, which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares and executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking System”).

(2) The Trust and the Company or their designees will be bound by the rules of the NSCC. Without limiting the generality of the following provisions of this section, the Trust and the Company or their designees each will use its best efforts to (i) perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV and the Networking Matrix Level utilized; and (ii) ensure that any information transmitted through the Networking System by it to the other party and pursuant to this Agreement is accurate, complete, and in the format prescribed by the NSCC. The Trust and the Company or their designees will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the Networking System and to limit the access to, and the inputting of data into, Networking System to persons specifically authorized by such party.

(3) For each Fund/SERV transaction, including transactions establishing accounts with the Trust or its affiliates, the Company or its designee shall provide the Trust and its affiliates with all information reasonably necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company or its designee shall maintain documents required by the Trust to effect Fund/SERV transactions.

(4) Based on Contract owner instructions and other authorized account transactions received by the Company prior to the close of the New York Stock Exchange on each Business Day (T), the Company or its designee shall transmit to the Trust via the Networking System by the time of receipt of Cycle 11 from the NSCC on the following Business Day, (T+1), a file containing the order, in dollars or shares, by each Account for shares of each Designated Fund for the preceding Business Day.

(5) Settlement for all orders effected pursuant to the Agreement will occur on a (T+1) basis, in same day funds, through the Networking System, unless an order is submitted manually. All orders submitted prior to Cycle 11 via the Networking System shall receive prices from the trade date (T).

If, on any Business Day, (i) a party to this Agreement chooses not to use the Networking System for a particular transaction, or (ii) there are technical problems with the Networking System that render it impracticable for a party to transmit or receive information through the Networking System, the party who determines not to use the Networking System will notify the other party of such determination as early as possible. In such event, the procedures set forth in Article I shall apply.

If federal funds are not received on the day the Trust is notified of the purchase request for shares of the Designated Fund, then such funds will be invested, and the shares of the Designated Fund purchased thereby will be issued at the net asset value next determined after the Trust receives such payment.

The Trust shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds to Contract owners; the Company alone shall be responsible for such action.

To the extent not inconsistent with this Section 1.15 or the NSCC’s Rules and Procedures, the provisions of Article I of this Agreement shall apply to transactions processed through the NSCC.

2. Other Provisions. The provisions of the Agreement that are not amended or deleted by this Amendment remain unchanged and in full force and effect.

3. Defined Terms. All capitalized terms used, but not defined in this Amendment, have the definitions given them in the Agreement.

4. Signatures. This Amendment may be signed in counterparts. A fax or portable document format (pdf) transmission of a signature page will be considered an original signature page. At the request of a party, the other party will confirm a fax- or pdf- transmitted signature page by delivering an original signature page to the requesting party.

IN WITNESS WHEREOF, each of the parties hereto has caused this AMENDMENT TO PARTICIPATION AGREEMENT to be executed in its name and on its behalf by its duly authorized representative as of the date first above written.

TIAA-CREF LIFE INSURANCE COMPANY
By its authorized officer
By:	/s/ Todd Sagmoe
Name:	Todd Sagmoe
Title:	Vice President
JOHN HANCOCK VARIABLE INSURANCE TRUST
By its authorized officer
By:
Name:	Andrew Arnott
Title:	President
JOHN HANCOCK DISTRIBUTORS LLC
By its authorized officer
By:
Name:	Jeff Long
Title:	Chief Financial Officer

EX-99.(K)

Exhibit K

TIAA-CREF Life Insurance Company	Kenneth Reitz
	General Counsel
8500 Andrew Carnegie Boulevard	(704) 988-4455
Charlotte, NC 28262	(704) 988-1615 Fax
	Kreitz@tiaa-cref.org

                                                                                                April 27, 2016

Board of Directors

TIAA-CREF Life Insurance Company

730 Third Avenue

New York, New York 10017-3206

Re: Post-Effective Amendment No.7 to the

Registration Statement on Form N-6 (333-179272)

to be effective on or by May 1, 2016

for the M Intelligent Variable Universal Life Insurance policies.

Ladies and Gentlemen:

This opinion is furnished in connection with the filing by TIAA-CREF Life Separate Account VLI-2 (the “Separate Account”) of the above-referenced Registration Statement under the Securities Act of 1933 for the M Intelligent Variable Universal Life policies (the “Policies”) offered and funded by the Separate Account. I have examined, or persons on my staff or the Corporate Secretary’s office have examined such documents and laws as I considered necessary and appropriate. On the basis of such examination, it is my opinion that:

1.	TIAA-CREF Life Insurance Company is a stock life insurance company duly organized and validly existing under the laws of the State of New York and has been duly authorized by the Insurance Department of the State of New York to issue variable life insurance policies.
2.	The Separate Account is a “separate account” of TIAA-CREF Life within the meaning of Section 4240 of the New York Insurance Law, duly established by a resolution of TIAA-CREF Life’s Board of Directors and validly existing under the laws of the State of New York.
3.	To the extent New York State law governs, the Policies have been duly authorized by TIAA-CREF Life and, when issued as contemplated by the Registration Statement, will constitute legal, validly issued and binding obligations of TIAA-CREF Life enforceable in accordance with their terms, subject, as to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

I hereby consent to the use of this opinion as an exhibit to said Post-effective Amendment No.7 to the Registration Statement, and to the reference to my name under the heading “Legal Matters” in the Statement of Additional Information incorporated therein.

        Sincerely,

        /s/ Kenneth Reitz

        Kenneth Reitz

        General Counsel

EX-99.(N)(1)

Exhibit (n)(1)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form N-6 of TIAA-CREF Life Separate Account VLI-2 of our reports dated April 4, 2016, relating to the financial statements and the effectiveness of internal control over financial reporting of Teachers Insurance and Annuity Association of America, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 26, 2016

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form N-6 of TIAA-CREF Life Separate Account VLI-2 of our report dated April 11, 2016 relating to the financial statements of TIAA-CREF Life Insurance Company, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 26, 2016

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form N-6 of our report dated April 26, 2016, relating to the financial statements of TIAA-CREF Life Separate Account VLI-2, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

April 26, 2016

EX-99.(Q)(4)

Exhibit (q)(4)

Amended and Restated Description Of Issuance,

Transfer And Redemption Procedures

M Intelligent Individual Flexible Premium Variable

Universal Life Insurance Policies

Issued By

TIAA-CREF Life Insurance Company

This document sets forth the administrative procedures, as required by Rule 6e-3(T)(b)(12)(iii), that will be followed by
TIAA-CREF Life Insurance Company (the “Company”) in connection with the issuance of its M Intelligent individual flexible premium variable universal life insurance policy (“Policy” or “Policies”) and acceptance of payments thereunder, the transfer of assets held thereunder, and the redemption by owners of the Policy (“Owners”) of their interests in those Policies. Terms used herein have the same definition as in the prospectus for the Policy that is included in the current registration statement on Form N-6 for the Policy (File Nos. 811-22659 and 333-179272) as filed with the Securities and Exchange Commission (“Commission” or “SEC”).

This document completely amends, restates and replaces any previous descriptions of the issuance, transfer and redemption procedures of variable life Policies issued by the Company.

I. Procedures Relating to Purchase and Issuance of the Policies and Acceptance of Premiums

A. Offer of the Policies, Application, First Premium, and Issuance

Offer of the Policies. The Policies are offered and issued pursuant to underwriting standards in accordance with state insurance laws. The Premiums for the Policies are not the same for all Owners with the same Face Value. Insurance is based on the principle of pooling and distribution of mortality risks, which assumes that each Owner pays Premiums commensurate with the Insured’s mortality risk as actuarially determined utilizing factors such as an Insured’s Underwriting Class, Issue Age, death benefit option, number of full years insurance has been in force, and, in most states, gender. Uniform Premiums for all Insureds would discriminate unfairly in favor of those Insureds representing greater risk. Although there is no uniform Premium for all Insureds, there is a uniform Premium for all Insureds of the same Underwriting Class, Issue Age, death benefit option, gender, and Face Amount.

Application. Persons wishing to purchase a Policy must submit a completed application to the Company’s Administrative Office. The application must specify the name of the Insured and provide certain required information about the Insured. The application generally must designate Premium allocation percentages, Total Face Amount (a combination of Base Face Amount (BFA) and any Supplemental Face Amount (SFA)), and the Beneficiary. The minimum first Premium depends on a number of factors including the Issue Age, gender (in most states), and Underwriting Class of the proposed Insured and the Total Face Amount.

The minimum first Premium is $100. The minimum Total Face Amount is $100,000. Generally, the Policy is available for Insureds between Issue Ages of 0-90.

Receipt of Application and Underwriting. Upon receipt of a completed application in good order from an applicant, the Company will follow its established insurance underwriting procedures for life insurance designed to determine whether the proposed Insured is insurable. This process may involve such verification procedures as medical examinations and may require that further information be provided about the proposed Insured before a determination can be made.

While the application is being reviewed, the Company may make available temporary life insurance coverage if the applicant signed a Temporary Insurance Agreement (TIA) and submitted an advanced payment with the application. The temporary coverage begins on the later of the date the TIA is signed and the date the payment is received, has a maximum amount and is subject to other conditions. Pending approval of the application, any advance payments will be held in the Company’s general account.

The Company reserves the right to reject an application for any reason permitted by law. If an application is declined or canceled by the Company for any reason prior to the Issue Date, the full amount of any advance payment submitted with the application will be promptly refunded within 7 calendar days of the date the Company decides not to issue the policy, without interest, unless otherwise required by law or unless the Company, in its sole discretion, pays interest to applicants by Company practice.

The underwriting process determines the Insured’s Underwriting Class. The Company currently places the Insured into one of the following classes: super preferred non-tobacco, preferred non-tobacco, standard non-tobacco, preferred tobacco, or standard tobacco. The Insured can also be placed into one of a number of substandard non-tobacco or substandard tobacco classes. Substandard classes reflect higher mortality risks. Standard Non-Smoker class will be used for juveniles from age 0 through age 14. All rate classes will be available for insureds aged 15 and up based upon underwriting risk assessment.

Issuance of Policy. Generally, when the underwriting process has been completed, the original application has been approved, and the minimum first Premium has been received, the Policy is issued. This is the Issue Date. The Issue Date is the date when the Company’s underwriting process is complete and the Company issues the Policy at its Administrative Office. The Issue Date is shown on the specifications page of the Policy and is the date used to measure suicide and contestable periods. It is also the date when the Company will credit the first Premium to the Policy.

The Policy Date of a Policy is its effective date as set forth in the Policy. The Policy Date is used to determine the Monthly Charge Date and Policy Years. The Policy Date is generally the same as the Issue Date but, subject to state approval, may be another date agreed to by the Company and the proposed Insured. Insurance coverage under the Policy will take effect only if the proposed Insured is alive and in the same condition of health as described in the application when the Company delivers the Policy to the Owner, and if the minimum first Premium has been paid. (See “Backdating” below for additional information.)

Minimum First Premium. The minimum first Premium is due on or before the date the Policy is delivered. The Policy will not take effect until the minimum first Premium is paid, and the health and other conditions of the Insured described in the application must not have changed. The Company may accept money from another life insurance contract that qualifies for a tax-free exchange under Section 1035 of the Code as part of a first Premium, contingent upon receipt of the cash from that contract.

Backdating. The Company may sometimes backdate a Policy, if the Owner requests, by assigning a Policy Date earlier than the Issue Date so that the Insured can be considered to have a younger Issue Age. The Company will not backdate a Policy more than six months prior to the Issue Date. For a backdated Policy, monthly deductions will begin on the backdated Policy Date. The Owner will therefore incur charges for the period between the Policy Date and the Issue Date as though full insurance coverage is in effect during this period, even though full coverage does not in fact begin until the Issue Date.

B. Additional Premiums

1. Planned Premiums. When applying for a Policy an applicant will elect to pay Premiums on a monthly, quarterly, semiannual, annual or single sum basis. However, Premiums do not have to be paid according to any schedule. An Owner has the flexibility to determine the frequency and the amount of the Premiums paid, and can change the planned periodic Premium at any time. If Premiums are paid pursuant to a Premium reminder notice, the address for payment will be enclosed with the notice or Premium payments can be sent to the Company’s Administrative Office.

2. Premium Flexibility. Prior to the Policy’s Final Policy Date, additional Premiums may be made at any time and in any amount equal to or greater than $50.

The Company reserves the right to limit total Premiums allocated to each fixed account option under a Policy to $500,000 a year.

Any time you submit a Premium payment that may impact the status of your contract, we will or have the right to hold, limit, or refund all or part of your Premium payment until we receive sufficient instructions or if required, evidence of insurability. These situations include but are not limited to:

• The Premium would disqualify the Policy as a life insurance contract under the Code;

• The Premium would cause the Policy to become a MEC under the Code; or

• The Premium would cause an immediate increase in the death benefit as a result of Section 7702 of the Code (unless the Company is provided with satisfactory evidence of insurability).

If a Policy has an Outstanding Loan Amount, any payments sent to the Company will be credited as Premium payments unless the Company receives Acceptable Notice for the payments to be applied as loan repayments.

Electronic Payments. An Owner may choose to have Premium payments automatically deducted periodically from a bank account under the automatic payment plan.

3. Refund of Excess Premium Amounts. If the Guideline Premium Test is used to test if the Policy qualifies as life insurance under the Code, total Premium payments may not exceed certain stated limits. The Company has established procedures to monitor whether aggregate Premiums paid under a Guideline Premium Test exceed those limits. If a Premium is paid that would result in total Premiums exceeding these limits, the Company will accept only that portion of the Premium that would make total Premiums equal the maximum amount that may be paid under the Policy. The Company will not refund any Premium necessary to keep the Policy in force.

4. Modified Endowment Contracts. Prior to the Policy Date, if the Company finds that an Owner’s planned periodic Premium schedule would cause the Policy to exceed the “seven-pay limit” rules and become subject to special tax treatment as a MEC under Section 7720A of the Code, the Company will notify the Owner and request further instruction. If the Owner does not reduce the planned periodic Premium to a level that avoids classification as a MEC, the Company will issue the Policy based on the planned periodic Premium the Owner selected. If the Owner chooses to alter the selected planned periodic Premium schedule, the Company will then issue a Policy based on the revised planned periodic Premiums.

After the Policy Date, if the Company discovers that a Premium payment has been made that would cause a Policy to become a MEC, the Company will place the Premium amount in a suspense account. This amount will not be applied to the Policy unless and until the Owner acknowledges that he or she knows that the Policy will become a MEC and nevertheless wishes to apply this amount to the Policy. Similarly, instructions regarding withdrawals, changes in death benefit options, or changes in Total Face Amounts that would result in a Policy becoming a MEC will not be honored until the Owner acknowledges that he or she knows that the Policy will become a MEC and nevertheless wishes the Company to effect the transaction. If a Policy inadvertently becomes classified as a MEC, and the Owner does not want the Policy to be a MEC, the Company will attempt to enable the Policy to continue to meet the seven-pay test for federal income tax purposes (and not be a MEC) by refunding any excess Premiums and related earnings to the Owner. It is not clear, however, that the Company can take effective action in all possible circumstances to prevent a Policy that has exceeded the applicable Premium limitation from being classified as a MEC.

C. Crediting Premiums

On the Issue Date, the Company will credit to the Policy the first Premium, less the Premium Expense Charge, minus any Monthly Charge due. In states that require the refund of all

Premiums on return of a Policy during the Right to Cancel Period, the Company will allocate this amount to the TC Life Money Market Account. In these states, the Company also will allocate all subsequent Net Premiums (i.e., the Premium less the Premium expense or tax charge) received at the Administrative Office during the Right to Cancel Period to the TC Life Money Market Account. The Premium(s) will remain in the TC Life Money Market Account for the number of days in the applicable state free look period. On the day following the end of the Right to Cancel period, the Company will reallocate all Policy Value (at the Unit value next determined) from the TC Life Money Market Accounts to the Investment Accounts and/or the fixed account options in accordance with current allocation instructions. If the day following the end of the Right to Cancel Period is not a Business Day, the Company will allocate Policy Value among the Investment Accounts using Unit values as of the immediately subsequent Business Day. The Company invests all Net Premiums paid thereafter as of the Business Day the Company receives the payment at its Administrative Office based on the allocation percentages then in effect.

On any Business Day that the Company credits Net Premiums or transfers Policy Value to an Investment Account, the Company will convert the dollar amount of the Net Premium (or transfer) into Investment Account Units. The Company determines the number of Units to credit to, or subtract from, a Policy by dividing the dollar amount of the transaction by the Unit value for that Investment Account at the end of that Business Day. Unit values on any non-Business Day are determined using the Unit values as of the most recent Business Day.

The Company determines a Unit value for each Investment Account to reflect how investment performance affects the Policy Value. Unit values will vary among Investment Accounts. The Unit value may increase or decrease from one Business Day to the next. The Unit value of any Investment Account at the end of any Business Day equals:

• the Unit value of the Investment Account on the immediately preceding Business Day; multiplied by

• the net investment factor for that Investment Account on that Business Day.

The net investment factor measures the investment performance of an Investment Account from one Business Day to the next; increases to reflect investment income and capital gains (realized and unrealized) for the shares of the underlying Fund; and decreases to reflect any capital losses (realized and unrealized) for the shares of the underlying Fund.

D. Policy Lapse and Reinstatement

Lapse. When the Cash Surrender Value is not enough to pay the Monthly Charge, the Policy will enter a Grace Period. If the Insured dies during the Grace Period, the Death Benefit Proceeds will be paid and reduced by the amount of the due and unpaid charges. When a Policy enters a Grace Period, the Company will mail the Owner a Premium reminder notice that indicates the necessary payment amount and final payment date to prevent Lapse.

No-Lapse Guarantee. The No-Lapse Guarantee Period is the earlier of 20 years or Attained Age 75, but not less than 5 years. This benefit guarantees the Policy will not terminate during the designated period as long as the premiums paid, less partial withdrawals and any Outstanding Loan Amount, exceed the sum of minimum monthly NLG premiums. The NLG premium varies by presence of the Long Term Accumulation (LTA) Rider, Issue Age, gender, death benefit option, Total Face Amount, and underwriting status. BFA and SFA have different NLG premiums. The monthly NLG premiums are shown in the Policy or in an endorsement to the Policy.

At any one time, there is one monthly NLG premium for the entire policy that equals the sum of the NLG premiums for the BFA and SFA across all layers of coverage. The NLG premium is not an extra premium. At any point in time, either the entire policy satisfies the NLG premium requirement, or the entire policy does not. The premium requirement is not evaluated separately for each layer of coverage.

If the premium requirement is satisfied, during the first five policy years, the NLG guarantees the death benefits associated with BFA and SFA of all coverage layers will remain in force. After the first five policy years, for the remainder of the No-Lapse Guarantee Period, the NLG guarantees the death benefits associated only with BFA of all coverage layers will remain in force.

Reinstatement. Any Lapsed Policy that has not been Surrendered may be reinstated at any time while the Insured is alive and within 3 years (5 years in Missouri and North Carolina) after the end of the Grace Period (and prior to the Final Policy Date) if all of the following items are received at the Company’s Administrative Office:

• An Acceptable Notice requesting reinstatement;

• Evidence of insurability that has been deemed satisfactory by the Company;

• Payment or reinstatement of any Outstanding Loan Amounts as of the date of Lapse; and

• Payment of an amount that is sufficient to make the Policy’s Cash Surrender Value positive, with any unpaid Monthly Charges on the date of Lapse (in states other than Pennsylvania) accruing interest at an annual effective rate of 6% from the date of Lapse to the date of reinstatement, plus payment of an amount equal to three current Monthly Charge deductions.

The effective date of reinstatement is the later of the date the application for reinstatement is approved by the Company or the date the Company receives the payment required for reinstatement. A reinstated Policy will have the same Policy Date as it had prior to the Lapse. The Policy Value on the date of reinstatement will equal the amounts paid at reinstatement decreased by any Outstanding Loan Amount repayment, any unpaid Monthly Charges with interest, and any Premium Expense Charge.

E. Allocations of First Premium Among the Investment Accounts and the Fixed Account Options

The Separate Account. An Owner may allocate Premiums to one or more of the Investment Accounts of
TIAA-CREF Life Separate Account VLI-2 (the “Separate Account”). The Separate Account currently consists of multiple Investment Accounts, the assets of which are used to purchase shares of one of the corresponding investment portfolios, which are usually mutual funds or other pooled investment vehicles (the “Funds”). Each Fund is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The Company can add new Investment Accounts in the future that would invest in portfolios of additional investment companies. The Company does not guarantee that the Separate Account, any existing Investment Account, or any Investment Account added in the future will always be available. The Company reserves the right to add or close Investment Accounts, substitute another Fund (which may have different expenses) without Owner consent, or combine Investment Accounts or portfolios. Substitutions and Investment Account closings may be

made with respect to existing investments or the investment of future Premiums, or both. However, no substitution will be made without any necessary approval of the Commission. Any Fund may discontinue offering its shares to the Investment Accounts. The Company also has the right to make other structural and operational changes affecting the Separate Account and the Policy.

When an Owner allocates an amount to an Investment Account (either by Premium allocation, transfer of Policy Value, or repayment of an Outstanding Loan Amount), the Policy is credited with Units in that Investment Account. The number of Units is determined by dividing the dollar amount allocated, transferred, or repaid to the Investment Account by the Investment

Account’s Unit value when the allocation, transfer, or repayment is effected. An Investment Account’s Unit value is determined for each Business Day by multiplying the Unit value for an Investment Account for the prior Business Day by the net investment factor for the Investment Account for the current Business Day. The net investment factor is an index used to measure the investment performance of an Investment Account from one Business Day to the next.

The fixed account options. The company currently offers two fixed account options – a standard Fixed Account and an Enhanced Fixed Account. Both are investment options under the Policy. Generally, but not necessarily always the case, the current interest rate credited on allocations to the Enhanced Fixed Account will be greater than that credited to allocations to the standard Fixed Account, In return, transfers out of the Enhanced Fixed Account are more restrictive than transfers from the standard Fixed Account. These fixed account options are part of the Company’s general account. The Company owns the assets in the general account, and the Company uses these assets to support insurance and annuity obligations under the policies that are issued, including the Policies other than those obligations funded by the Company’s separate Investment Accounts. These assets are subject to the Company’s general liabilities from business operations. Subject to applicable law, the Company has sole discretion over investment of the fixed account options assets. The Company bears the full investment risk for all amounts allocated or transferred to the fixed account options. The Company guarantees that the amounts allocated to the fixed account options will be credited interest daily at a net effective annual interest rate of at least 2.50% for the portion of the Policy Value in the fixed account options attributable to BFA layers of coverage and 2.00% for the portion attributable to SFA layers of coverage. The principal less charges and deductions is also guaranteed. The Company will determine any interest rate credited in excess of the guaranteed rate at the Company’s sole discretion.

The fixed account options values will not share in the investment performance of the Company’s general account. The Company anticipates changing the current interest rate from time to time at the Company’s sole discretion. The Owner assumes the risk that interest credited to amounts in the fixed account options may not exceed the minimum guaranteed rate. Any amounts in the fixed account options are subject to the Company’s financial strength and claims-paying ability.

Allocations Among Investment Options. Premiums are allocated to the Investment Options in accordance with the following procedures:

General. In the application for the Policy, the Owner will instruct the Company to allocate the Net Premiums to one or more Accounts offered under the Investment Options. Each allocation percentage must be a whole number, and the sum of the allocation percentages must equal 100%. Net Premiums will be allocated according to the Owner’s current Premium allocation instructions based on the price determined at the end of the Business Day the Company receives Acceptable Notice of those instructions at its Administrative Offices. Any allocations in the separate account will automatically move to the general account upon first notice of death.

Allocation instructions for additional Net Premiums may be changed without charge by the Owner providing the Company with Acceptable Notice. Any change in allocation instructions will be effective on the Business Day the Company receives the request.

Delay In Allocations. Some states require us to refund all payments if you return your Policy during the Right to Cancel Period. In those states, where you have instructed that all or a portion of the Net Premium be allocated to one or more Investment Accounts, we will allocate that amount to the Investment Account that invests in the
TIAA-CREF Life Money Market Fund (the “Money Market Account”). We will allocate the remaining portion of your Net Premium (if any) to the Fixed Account. Following the end of the Right to Cancel Period, we will allocate that Policy Value in the Money Market Account among the Investment Accounts as indicated in your current Premium allocation instructions. If the Right to Cancel Period ends on a non-Business Day, we will allocate Policy Value among the Investment Accounts using

Unit values as of the immediately preceding Business Day. We invest all Net Premiums paid thereafter based on the allocation percentages then in effect. Since our procedures should result in delivery of your Policy on the second day after we issue it, we begin measuring the Right to Cancel period two days after we issue your Policy.

F. Loan Repayments and Interest Payments

Repaying Loan Amount. While a loan is outstanding, the Company credits all payments received as Premium payments unless the Owner provides Acceptable Notice for the payments to be applied as loan repayments. The Owner may repay all or part of the Outstanding Loan Amount at any time while the Policy is in force and the Insured is living. The Outstanding Loan Amount is equal to the amount in the Loan Account plus any unpaid and accrued interest on that amount. Loan repayments must be sent to the Company’s Administrative Office and will be credited as of the Business Day received. Loan repayments must be at least $100, or the total Outstanding Loan Amount, if less. Any Outstanding Loan Amount will be deducted from the Policy Value upon Surrender, and from the Death Benefit Proceeds payable on the death of the Insured.

Allocation for Repayment of Policy Loans. On the Business Day the Company receives a repayment of all or part of an Outstanding Loan Amount, the Company will compare the Outstanding Loan Amount to the amount of payment. Any amount in excess of the Outstanding Loan Amount will be transferred to the fixed account options and the Investment Accounts in accordance with the then effective Premium allocation instructions, or as directed by the Owner.

Interest on Loan Reserve. The “charged interest rate” is the interest the Company charges on a loan. The “earned interest rate” is the interest the Company credits on amounts in the Loan Account. Charged interest is due and payable on the earlier of the Policy Anniversary or when the Cash Surrender Value is insufficient to pay the Monthly Charge. At that time, any unpaid interest becomes part of the Outstanding Loan Amount and accrues interest at the then-current rate. On each Policy Anniversary, the Company will also transfer on a pro rata basis an amount equal to the unpaid interest to the Loan Account so that the Loan Account will be equal to the

Outstanding Loan Amount as of the date on which the charged interest is due and payable. The Company transfers earned loan interest to or from the Investment Option accounts and recalculated collateral: (1) when loan interest is paid; (b) when a new loan is made; (c) when a loan repayment is made; (d) on each Policy Anniversary; (e) when the Cash Surrender Value is insufficient to pay the Monthly Charge. A transfer to for from the Loan Account will be made to reflect any recalculation of collateral. The Company credits interest on amounts in the Loan Account (“earned interest rate”) at a current annual interest rate of 3.00%.

II. Transfers

A. Transfers Among the Investment Accounts and the Fixed Account Options

The Owner may transfer between and among the Investment Options. The Investment Option value is the amount available for transfer. The Company determines this amount at the end of the Business Day it receives an Acceptable Request for transfer. The following is a list of features that apply to transfers under a Policy:

• The Owner must transfer at least $250, or the total value in the Investment Option the owner is transferring from, if less.

• The total amount of transfers in any Policy Year from the Fixed Account are limited as follows:

• Any transfer from the Fixed Account may be delayed up to six months.

• Total transfers from the Fixed Account during any Policy year cannot exceed the greatest of:

• $2,000 or

• 25% of the current balance in the Fixed Account or

• the amount transferred from the Fixed Account in the immediately preceding Policy Year.

• The total amount of transfers in any Policy Year from the Enhanced Fixed Account are limited as follows:

• Any transfer from the Enhanced Fixed Account may be delayed up to six months.

• Total transfers from the Enhanced Fixed Account during any Policy year cannot exceed the greatest of:

• $2,000 or

• 25% of the current balance in the Fixed Account or

• the amount transferred from the Fixed Account in the immediately preceding Policy Year.

• The Company reserves the right to deduct $25 for the 13^th and each additional transfer in a Policy Year. This amount will be deducted from the balance of the account to which the amount is transferred. Transfers due to dollar cost averaging, automatic account rebalancing, loans, the exchange privilege, change in an Investment Account’s investment policy, or the initial reallocation of account values from the TC Life Money Market Account do not count as transfers for the purpose of assessing the transfer charge.

• Each request is considered a single transfer, regardless of the number of Investment Option accounts involved. If the transfer targets more than one Investment Option, any transfer charge will be deducted from all of the target options in proportion to the amount transferred into each option.

• The transfers are processed based on Unit values determined at the end of the Business Day when the Company receives the transfer request. Any transfer request received by the Company after the end of a Business Day will be processed based on the Unit value determined at the end of the next Business Day.

• If there is not enough Policy Value in the account to cover a transfer, the amount remaining in that account will be transferred. If amounts are being transferred from more than one account, the amount remaining in the account will be transferred to the accounts in proportion to the transfer instructions.

B. Dollar Cost Averaging

An Owner may elect to participate in a dollar cost averaging program in a form acceptable to the Company. This strategy spreads the allocation of Premiums into the Investment Accounts over a period of time by systematically and automatically transferring, on a periodic basis, specified dollar amounts from the fixed account options or the TC Life Money Market Account to any Investment Account(s).

Owners elect to have transfers made on a monthly or quarterly basis. If no timing basis is selected, transfers will be made monthly. Equal amounts (minimum of $100) are automatically transferred from the fixed account options or TC Life Money Market Account to designated “target accounts” in percentages selected by the Owner. An Owner may elect multiple target accounts.

In most states, the first transfer will take place on the first Monthly Charge Date after the Company’s receipt of an Acceptable Request. In states that require the Company to refund payments made during the Right to Cancel Period, the first transfer will be made on the first Monthly Charge Date after the later of: (a) the end of the Right to Cancel Period, or (b) the Company’s receipt of an Acceptable Request to start the program.

The Owner decides how many scheduled transfers to make (although the Company reserves the right to require a minimum number of transfers to participate in the program). If no number of

transfers is chosen, transfers will be made until there is no Policy Value remaining in the fixed account options or the TC Life Money Market Account. There will be no charge for any transfers made under this program.

The Company reserves the right to only allow Owners to start only one dollar cost averaging program in any Policy Year.

Dollar cost averaging will end if: (1) the Company receives an Acceptable Request to cancel participation; (2) the value of the fixed account option or TC Life Money Market Account is insufficient to make the transfer; or (3) the specified number of transfers has been completed.

Owners will receive a notice of transfers made under the dollar cost averaging program in their quarterly statement. Owners are responsible for reviewing the quarterly statement to verify that the transfers are being made as requested. There is no additional charge for dollar cost averaging. A transfer under this program is not considered a transfer for purposes of assessing any transfer fee.

The Company may at any time modify, suspend, or discontinue the dollar cost averaging program.

C. Automatic Account Rebalancing Program

The Owner may elect to participate in an automatic account rebalancing program by providing the Company with Acceptable Notice. Automatic account rebalancing will allow the Owner to maintain his or her specified allocation mix among the Investment Options. The Owner can elect to readjust the allocations on a monthly, quarterly, semi-annual or annual basis.

The Company reserves the right to allow an Owner to start only one automatic account rebalancing program in any Policy Year or successive twelve month period. Automatic account rebalancing will end if the Company receives an Acceptable Request to cancel participation. The Company reserves the right to terminate the automatic account rebalancing program for a particular Policy.

D. Transfer Errors

In accordance with industry practice, the Company has established procedures to address and to correct errors in amounts transferred among the Investment Accounts and the fixed account

options, except for de minimis amounts. The Company will correct non-de minimis errors it makes and will assume any risk associated with the error. Owners will not be penalized in any way for errors made by the Company. The Company will take any gain resulting from the error.

E. Market Timing/Excessive Transfer Policies

There are Owners who may try to profit from transferring money back and forth among Investment Options in an effort to “time” the market. As money is shifted in and out of these Investment Options, the Company incurs transaction costs and the underlying Portfolios incur expenses for buying and selling securities. These costs are borne by all Owners. In addition, market timing can interfere with efficient portfolio management and cause dilution, if timers are able to take advantage of pricing inefficiencies. The risk of pricing inefficiencies can be particularly acute for Portfolios invested primarily in foreign securities because of the time zone differences in the operations of the markets.

The Company has adopted policies and procedures to discourage market timing activity and control certain transfer activity. The Company has the right to modify policies and procedures at any time without advance notice. Under these policies and procedures, if, within a 30-day calendar period, an Owner redeems or exchanges any monies out of an Investment Option that holds shares of a Portfolio, subsequently purchases or exchanges any monies back into that same Investment Option holding shares of the Portfolio and then redeems or exchanges any

monies out of the same Investment Option, the Owner will not be permitted to make electronic transfers (i.e., transfers over the Internet, by telephone or fax) back into that same Investment Option holding shares of the Portfolio through a purchase or exchange for 30 calendar days. An Investment Option that invests in the
TIAA-CREF Life Money Market Fund and transfers made pursuant to the dollar cost averaging and automatic account rebalancing programs do not count toward these transfer limitations.

To the extent permitted by applicable law, the Company may reject, limit, defer or impose other conditions on transfers into or out of an Investment Option in order to curb frequent transfer activity to the extent that comparable limitations are imposed on the purchase, redemption or exchange of shares of any of the Portfolios under the Separate Account.

If the Company regards the transfer activity as disruptive to an underlying Portfolio’s efficient portfolio management, based on the timing or amount of the investment or because of a history of excessive trading by the investor, the Company may limit an Owner’s ability to make transfers by telephone, fax or over the Internet. The Company also may stop doing business with financial advisors who engage in excessive transfer activity on behalf of their clients. Because the Company has discretion in applying these policies, it is possible that similar activity could be handled differently with the result that some market timing activity may not be detected.

The Company seeks to apply market timing and other transfer policies uniformly to all Owners. The Company reserves the right to waive these policies where management believes that the waiver is in the Owners’ best interests and that imposition of the policy’s restrictions is not necessary to protect Owners from the effects of short-term trading. Except as stated above, no exceptions are made with respect to the policies. The Policy is not appropriate for market timing. The Owner should not invest in the Policy if the Owner wants to engage in market timing activity.

To the extent permitted by applicable law, the Company may not accept or the Company may defer transfers at any time that the Company is unable to purchase or redeem shares of any of the Portfolios under the Separate Account.

Owners seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite efforts to discourage market timing, there is no guarantee that TIAA-CREF Life or its agents will be able to identify all market timers or curtail their trading practices. If the Company does not identify or curtail market timers, there could be dilution in the value of account shares held by long-term Owners, increased transaction costs, and interference with the efficient portfolio management of the affected Portfolio.

The Portfolios available as Investment Options under the Policy may have adopted their own policies and procedures with respect to market timing and excessive trading of their respective shares. The prospectuses for the Portfolios describe any such policies and procedures. The policies and procedures of a Portfolio may be different, and more or less restrictive, than the Company’s policies and procedures or the policies and procedures of other Portfolios. While the Company reserves the right to enforce these policies and procedures, the Company may not have the contractual authority or the operational capacity to apply the market timing and excessive trading policies and procedures of the Portfolios. However, the Company has entered into a written agreement, as required by SEC regulation, with each Portfolio or its principal underwriter that obligates the Company to provide to the Portfolio promptly upon request certain information about the trading activity of individual Owners, and to execute instructions from the Portfolio to restrict or prohibit further purchases or transfers by specific Owners who violate the market timing and excessive trading policies established by the Portfolio

III. “Redemption” Procedures

A. Right to Cancel Period

A Policy may be cancelled during the Right to Cancel Period if the Owner returns the Policy and provides the Company with Acceptable Notice at its Administrative Office. The Right to Cancel Period is generally determined by state law, is stated on each Policy’s cover page, and will begin when the Owner receives the Policy. A Policy cancelled during the Right to Cancel Period will be treated as if it were never issued. Within seven days after the Company receives the returned Policy, the Company will pay a refund. The Company will refund an amount equal to the sum of:

• The Policy Value as of the Business Day the Company received the returned Policy and Acceptable Notice;

• Any Premium Expense Charges deducted from Premiums paid;

• Any Monthly Charges charged against the Policy Value; and

• An amount reflecting other charges deducted under the Policy.

Where state law requires, the refund will be equal to all payments made to the Policy being cancelled.

B. Surrenders

Requests for Surrender Value. The Owner may request to Surrender a Policy for its Cash Surrender Value as calculated at the end of the Business Day the Company receives an Acceptable Request, subject to the following conditions: an Insured must be alive, the Policy must be in force when the request is made, and the Company may require that the Policy be returned. The Surrender will take effect and the Policy will terminate on the date the Company receives the request. Once a Policy is Surrendered, all coverage and other benefits under it cease and cannot be reinstated. The Cash Surrender Value is generally paid in a lump sum within seven days after the Company receives the Acceptable Request. An alternative method of payment may be requested. The Cash Surrender Value equals the Policy Value minus any Outstanding Loan Amount and any applicable Surrender Charge.

C. Termination

The Policy will terminate on the earliest of:

• The end of the Grace Period without a sufficient payment;

• The date the Insured dies;

• The date this Policy is exchanged for another life insurance or annuity policy; or

• The date the Policy is Surrendered.

D. Partial Withdrawals

When Withdrawals are Permitted. After the first Policy Year, the Owner may make an Acceptable Request to withdraw part of the Cash Surrender Value, subject to the following conditions:

• The Owner must request at least $500.

• The maximum partial withdrawal the Owner may take is 90% of the Cash Surrender Value.

• An Insured must be alive and the Policy must be in force when the request is made.

• The Owner can specify the Investment Option from which to make the partial withdrawal. Otherwise, the Company will deduct the amount from the Investment Options in proportion to the Policy Value attributable to each Investment Option before the partial withdrawal.

• The Company will process the withdrawal at the Unit values determined at the end of the Business Day when the Company receives the Owner’s partial withdrawal request. The Company will process any partial withdrawal request received after the end of the Business Day based on the Unit Value determined at the end of the next Business Day.

• The Company generally will pay a partial withdrawal request after it is processed, but not later than seven days after the Business Day it received the request.

• If a partial withdrawal would cause a Policy to be classified as a MEC under the Code, the Company will not process the partial withdrawal until it receives an Acceptable Notice with specific instructions to that effect.

• If a partial withdrawal would cause the Policy to fail to qualify as life insurance under the Code, the amount of the withdrawal may be reduced or the Policy may be Surrendered.

Effect of Withdrawal on Death Benefit. A partial withdrawal will reduce the Policy Value by the amount of the partial withdrawal. Accordingly, a partial withdrawal can affect the Total Face Amount, death benefit, and net amount at risk. If Death Benefit Option A or Option C is in effect, the Company will reduce the Total Face Amount by the amount of the partial withdrawal. The Company will apply the decrease first to SFA layers of coverage, from most recent to oldest, and then to BFA layers of coverage, from most recent to oldest. Surrender Charges will never apply to decreases in SFA or BFA layers of coverage resulting from a partial withdrawal.

The Company will not allow a partial withdrawal to reduce the Total Face Amount below $1,000. A partial cash withdrawal will not reduce the Total Face Amount if death benefit Option B is in effect.

E. Lapses

A Policy may enter a Grace Period and possibly Lapse if its Cash Surrender Value is not enough to pay the Monthly Charge and the NLG is no longer in effect. A Policy will not Lapse if a payment is made before the end of the Grace Period that is equal to any unpaid charges plus three current Monthly Charge deductions. If a Policy Lapses, all coverage under the Policy will terminate and no benefits will be received.

The Company will notify Owners by mail regarding the necessary payment amount and final payment date to prevent Lapse. If the Insured dies during the Grace Period, the Company will pay the Death Benefit Proceeds.

G. Premium Expense Charge and Monthly Charge

The Company makes certain charges and deductions under the Policy. These charges compensate the Company for the services and benefits it provides, costs and expenses it incurs, and the risks it assumes in connection with the Policy. These deductions consist of two components: (a) the Premium Expense Charge and (b) the Monthly Charge.

If these charges do not cover the Company’s actual costs, the Company absorbs the loss. Conversely, if there is excess, the excess is added to the Company’s surplus. The Company expects to profit from these charges and may use these profits for any lawful purpose including covering distribution expenses.

Premium Expense Charge. Prior to allocation of Premium, the Company deducts a Premium Expense Charge from each Premium to reimburse the Company for certain sales costs not covered by the Surrender Charge and for certain taxes levied upon issued Policies. The tax portion of the charge reimburses the Company for state, municipality and federal taxes levied upon issued Policies; it is determined based upon tax liabilities for all Policies in all jurisdictions and reflects an average of those liabilities. The sales costs portion is applicable to the various expenditures incurred in marketing and selling the Policy.

The Monthly Charge. A Monthly Charge is deducted from the Policy Value on the Policy Date and on each Monthly Charge Date prior to the Final Policy Date. If the Policy Date is set prior to the Issue Date, a Monthly Charge will accrue on the Policy Date and on each Monthly Charge Date until and including the Issue Date.

On the Issue Date, these accrued Monthly Charges will be deducted from the Policy Value. The Company will then deduct a Monthly Charge from the Policy Value on each Monthly Charge Date thereafter. Because portions of the Monthly Charge can vary from month to month, the Monthly Charge amount will also vary.

The Company will make deductions on a pro rata basis (i.e., in the same proportion that the Policy Value in each Investment Option bears to the total Policy Value across all Investment Options prior to the deduction). Alternatively, the Company will make deductions from specific Investment Accounts and/or the fixed account options based upon the Owner’s instructions. If an Investment Option the Owner has specified no longer has any value from which to deduct the Monthly Charge, then the Company will deduct the Monthly Charge allocated to this Investment Option pro rata from the other Investment Options the Owner has specified, unless the owner provides the Company with new instructions. If no Investment Options the Owner has specified have any value, then the Company will deduct the Monthly Charge from all of the Owner’s other Investment Options that still have value on a pro rata basis, unless the Owner provides the Company with new instructions. Because portions of the Monthly Charge can vary from month to month, the Monthly Charge will also vary.

If the Policy Date is set prior to the Issue Date, a Monthly Charge will accrue on the Policy Date and on each Monthly Charge Date until and including the Issue Date. On the Issue Date, these accrued Monthly Charges will be deducted from the Policy Value. The Company will then deduct a Monthly Charge from the Policy Value on each Monthly Charge Date thereafter as described above.

The Monthly Charge has five components:

• a Policy Fee

• an Administrative Expense Charge;

• an Asset Based Risk Charge;

• the cost of insurance charge; and

• charges for any riders.

Monthly Policy Fee. The Company assesses a monthly policy fee to compensate the Company for certain administrative and operating expenses. The annualized policy fee is $180 or $96 if the LTA Rider is selected at issue. In no event will the policy fees imposed exceed this amount. The Company reserves the right to reduce or waive the policy fee for particular Policies when the Company anticipates that administrative and operating expenses will be lower.

Administrative Expense Charge. The Administrative Expense Charge is a monthly charge to help cover the Company’s costs of issuing and administering the policy, and for such activities as processing claims, maintaining records and communicating with the Owner. The duration of this charge is 10 years from the Policy Date and each BFA increase date that creates a new layer of coverage. For each layer of BFA still in force, the charge is determined by multiplying the initial amount of each layer by its applicable rate. The rate will vary based upon Attained Age, gender, Underwriting Class, and the presence of the LTA Rider at the time the layer is added.

Cost of Insurance Charge. The Company deducts a monthly cost of insurance charge to compensate it for providing the death benefit. The Company may use part of the monthly cost of insurance charge to pay other legitimate costs arising from the issuance of the Policy. The charge for each layer depends on the Policy’s death benefit option, Policy Value, the presence of the LTA Rider, and gender (in most states). It also depends on the Underwriting Class of the layer, the Attained Age at the time the layer is added, the number of years the layer has been in force, the Total Face Amount of the layer, and whether the layer consists of BFA or SFA coverage.

The cost of insurance charge is equal to:

• the sum across all layers of each layer’s cost of insurance rate, multiplied by that layer’s Net Amount at Risk

The net amount at risk is equal to:

• the death benefit on the Monthly Charge Date divided by 1.00246627; minus

• The Policy Value on the Monthly Charge Date.

Monthly cost of insurance charges are calculated after the Monthly Charges for the Policy Fee, Administrative Expense Charge and Asset Based Risk Charge. However, depending on the particular rider attached to the Policy, the Monthly Charge for that rider may be calculated either before or after the monthly cost of insurance charge. Any rider attached to the Policy will specify the order in which the Monthly Charge for that rider is calculated.

The Company calculates the cost of insurance charge separately for each layer of BFA and SFA coverage. If the Company approves an increase in the Policy’s Total Face Amount, then a different Underwriting Class and a different cost of insurance rate may apply to the increase, based on the Insured’s circumstances at the time of the increase.

The Company also calculates the Net Amount at Risk separately for the BFA and any SFA, and for any increase in the BFA and any SFA. The Net Amount at Risk will be pro-rated according to the BFA coverage and any SFA coverage. The respective cost of insurance rates will be applied to the pro-rated Net Amount at Risk. In determining each Net Amount at Risk, the Company allocates the Policy Value among the BFA and any SFA and any increments of BFA and SFA in proportion to their respective totals. If the death benefit is increased because of the requirements of Section 7702 of the Code, the Company will allocate such increase among the Initial BFA and SFA and any increments of the BFA and SFA in proportion to their totals. The Net Amount at Risk is affected by investment performance, loans, payment of Premiums, Policy fees and charges, the death benefit option, partial withdrawals, and changes in the BFA and SFA.

Charges for Riders. The Monthly Charge includes charges for any supplemental insurance benefits added to a Policy by rider.

Policy Cost Factors. The Company may change monthly cost of insurance rates, excess interest rates, Premium Expense Charges, Policy Fees, Asset Based Risk Charges, Administrative Expense Charges, and rider charges. Any change will be determined in accordance with the procedures and standards on file with the insurance department of the state in which this policy is delivered. Any changes in policy cost factors will be based on changes in future expectations for: (1) mortality; (2) expenses; (3) persistency; (4) investment earnings; (5) federal taxes; and (6) state or local taxes.

Changes in policy cost factors will be determined prospectively, will not occur because of a change in an Insured’s health or occupation, and will not be made to recoup any prior losses. The Company will not change policy cost factors more frequently than once a month. The Company will review the Policy for a class of Insureds to determine whether an adjustment in policy cost factors should be made at least once a year for interest and at least once every five Policy Years for other policy cost factors.

Taxes. Under current federal income tax law, as a life insurance company, the Company is not taxed on the Separate Account’s operations. Thus, currently the Company does not deduct a charge from the Separate Account for federal income tax. However, the Company reserves the right to charge the Separate Account for any future federal income tax it might incur.

In addition to the Premium taxes, the Company incurs state and local taxes under the current law of several states. These other taxes are not now significant and the Company does not currently charge for them. However, if the taxes increase the Company may deduct charges for such taxes. Any such charges for such tax will be imposed on all of the affected Policies.

H. Death Benefits

Payment of Death Benefit Proceeds. As long as the Policy remains in force, the Company will pay the Death Benefit Proceeds to the Beneficiary upon receipt of satisfactory proof of death of the Insured. Death Benefit Proceeds are calculated as of the date of the death of the last surviving Insured. Upon first notice of death, the Company will transfer any funds in the Separate Account to the General Account, and the payment of the Death Benefits Proceeds will be made from the General Account. The Company may require the Policy to be returned prior to its distribution of Death Benefit Proceeds. If all Beneficiaries die before the Insured, the Company will pay the Death Benefit Proceeds in a lump sum to the Owner or to the Owner’s estate.

The Death Benefit Proceeds. The Death Benefit Proceeds will equal:

• the death benefit; plus

• any unpaid Monthly Charges; minus

• any Outstanding Loan Amounts.

If all or part of the Death Benefit Proceeds is paid in one sum, the Company will pay interest on this sum from the date of death to the date of payment as required by applicable state law.

Death Benefit Options. An owner can choose among three death benefit options under the Policy: Option A, Option B and Option C. Option A provides a level death benefit, while Options B and C provide increasing death benefits.

The Death Benefit under Option A is the greater of:

• the Total Face Amount; and

• the minimum death benefit required under the tax test the Owner selected.

The Death Benefit under Option B is the greater of:

• the Total Face Amount plus the Policy Value (the Company will calculate the amount of the death benefit proceeds as of the end of the date the person insured by the policy dies); and

• the minimum death benefit required under the tax test the Owner selected.

The Death Benefit under Option C is the greater of:

• the Face Amount plus all of the Premiums credited to the Policy since the Issue Date (determined on the date of the death of the Insured); and

• the minimum death benefit required under the tax test the Owner selected.

Charitable Giving Benefit. The Charitable Giving Benefit pays, upon the death of the Insured, an additional death benefit, over and above the Death Benefit Proceeds, equal to one percent (1%) of the Policy’s BFA, but the additional benefit can be no greater than $100,000. Any SFA does not increase the amount of the additional benefit. The Beneficiary may be chosen at any time during the life of the Policy. There is no additional charge for this benefit. The designated beneficiary of this benefit must be any organization accredited as a charity with the IRS under section 501(c) (3) of the Code.

Accelerated Death Benefits. In states where the benefit is available, an accelerated payment of part or all of a Policy’s death benefit may be received prior to the Final Policy Date and while the Policy is in force, when the Insured develops a terminal illness, which is expected to result in his or her death within twelve months.

Subject to state variation, an Owner may elect to accelerate all or only a proportion of the Death Benefit Proceeds attributable to BFA levels of coverage before reduction for any Outstanding Loan Amounts and unpaid Monthly Charges (the “available proceeds”). However, an amount less than 25% of the available proceeds or $50,000, whichever is less, cannot be accelerated. Death benefits attributed to SFA layers of coverage cannot be accelerated.

The accelerated death benefit payment will vary from state to state but will generally equal the requested available proceeds discounted for one year of interest and reduced by:

• one year of interest at a rate equal to the greater of the yield on a 90-day Treasury bill on the date the Company approves the application; or the rate equal to the Moody’s Corporate Bond Yield Average – Monthly Average Corporate, published by Moody’s Investors Service, Inc., for the calendar month ending two months prior to the date the request is approved.

• an administrative expense charge not to exceed $200;

• any amounts due within the Policy’s Grace Period which are unpaid on the date the Company approves an application for an accelerated death benefit; and

• any Outstanding Loan Amounts existing on the date the Company approves an application for an accelerated death benefit multiplied by the ratio of the accelerated available proceeds to the available proceeds before the acceleration.

If the Company approves an application for partial acceleration of available proceeds, the unaccelerated portion of the Policy’s Death Benefit Proceeds will remain in effect. After the payment of an accelerated death benefit, the Policy’s BFA, Policy Value, and any Outstanding Loan Amounts will be reduced by the ratio of the accelerated available proceeds to the available proceeds before the acceleration. The acceleration of all available proceeds will result in the termination of the Policy.

There is no restriction on the use of accelerated death benefit payments.

Additional conditions for the right to receive an accelerated death benefit payment may be contained in a Policy. The Policies will address the effects of an accelerated death benefit on incontestability and suicide.

Changing Death Benefit Options. After the first Policy Year, the Owner may change the death benefit options with no additional charge while the Policy is in force.

No change in death benefit options will be made that would result in a Policy being disqualified as a life insurance contract under Section 7702 of the Code. A change that would make a Policy a MEC under the Code will not be made without specific instructions and Acceptable Notice provided to the Company to that effect.

To change death benefit options:

• The Owner must submit an Acceptable Request.

• The change will become effective either on the date the Company approves it, if that date is a Monthly Charge date, or on the first Monthly Charge date that follows the date the Company approves the change. The Company will make the change before the Monthly Charge is deducted.

• The Company won’t allow a change if the Monthly Charges are being waived under a Waiver of Monthly Charges Rider.

• The Company will not allow any change in death benefit option that prevents the Policy from qualifying as life insurance under federal tax law.

• If a change in death benefit option would cause the Policy to be classified as a modified endowment contract, the Company will not process the change until the Owner tells the Company to in a form satisfactory to the Company.

• The Company will send the Owner a Policy endorsement after the change is made.

In addition, for a change from Option A to Option B or Option C:

• The Insured must be alive.

• Where permitted by law, satisfactory evidence of insurability will be required for this change.

• After the change, the Total Face Amount can’t be less than the minimum Total Face Amount shown in Section 1 of the Policy.

• The Company will decrease the Total Face Amount by the Policy Value, if to Option B, or accumulated Premiums paid, if to Option C, so that the death benefit is approximately the same on the date of the change.

• A decrease equal to the Policy Value or the accumulated premiums on the effective date of the change will be applied first to layers of SFA, from most recent to oldest, and then to layers of BFA, from most recent to oldest.

For a change from Option B or Option C to Option A:

• The Insured must be alive and the Owner must give the Company satisfactory evidence of insurability.

• The Company will increase the Total Face Amount by the Policy Value, if from Option B, or accumulated Premiums paid, if from Option C, so that the death benefit is approximately the same on the date of the change.

• The increase will apply to the most recent layer of coverage. If both a BFA and an SFA layer are the most recent layers, the increase will apply to the most recent BFA layer.

For a change from Option B to Option C or Option C to Option B:

• The Insured must be alive and the Owner must give the Company satisfactory evidence of insurability.

• The Total Face Amount will be adjusted by the difference in Policy Value and accumulated Premiums paid so that the death benefit is approximately the same on the date of the change. A change from Option B to Option C will adjust the Total Face Amount by accumulated Premiums paid minus Policy Value. A change from Option C to Option B will adjust the Total Face Amount by Policy Value less accumulated Premiums paid.

• If the increase in Total Face Amount is positive, the increase will apply to the most recent layer of coverage. If both a BFA and an SFA layer are the most recent layers, the increase will apply to the most recent BFA layer. If the increase in Total Face Amount is negative, so that there is a decrease in Total Face Amount, the decrease will apply first to layers of SFA, from most recent to oldest, and then to layers of BFA, from most recent to oldest.

Unless the death benefit is based on the minimum death benefit required by Code Section 7702, if the Policy Value increases, the net amount at risk will decrease, thereby reducing the cost of insurance charge. Similarly, if the Policy Value decreases, the net amount at risk will increase, thereby raising the cost of insurance charge.

Changing the BFA and SFA. The BFA and any SFA selected in the application for a Policy may be changed at any time after the Policy has been in force for 30 days and while the Policy is in force. No change will be permitted that would result in the Policy being disqualified as a life insurance contract under Section 7702 of the Code. Changes in the BFA and any SFA of a Policy are subject to the following conditions.

For unscheduled increases:

• The Owner may increase the BFA or the SFA by submitting an application and providing evidence of insurability for the Insured satisfactory to the Administrative Office.

• The minimum increase is $50,000.

• On the effective date of an increase, and taking the increase into account, the Policy Value less any Outstanding Loan Amounts must be greater than or equal to the Monthly Charges then due.

• An increase will be effective on the Monthly Charge Date on or next following the date the Company approves the change, provided that an Insured is living on that date.

• An increase in the BFA or SFA will not be permitted if the Monthly Charges are then being waived under any Waiver of Monthly Charges Rider attached to the Policy.

• The BFA or SFA may not be increased on or after the Insured’s Attained Age 91. The Insured must be alive on the date the Company receives a request in order to increase the BFA or SFA. The total net amount at risk will be affected, which will increase the monthly cost of insurance charges. There are additional signature requirements if the Insured’s Attained Age is 76 or older.

• Each increase in BFA or SFA will have its own Underwriting Class and associated charges.

• The Company reserves the right to limit increases in the BFA or SFA to one increase in any twelve-month period.

Scheduled increases:

• At time of application, the Owner may choose to schedule increases in the SFA. Additional evidence of insurability will not be required at the time the increases are scheduled to go into effect. Further, no deterioration in the Insured’s health will negatively impact future scheduled increases. Persons interested in scheduled increases are generally those who are matching their insurance coverage amount to their income and anticipate annual increases in compensation or a growing estate. Scheduled increases will have limits based on underwriting rules then in effect. The Company reserves the right to limit increases based on financial underwriting reasons.

• If a scheduled increase is declined or the Owner elects a decrease in Total Face Amount, all future scheduled increases are cancelled, but previous scheduled increases will remain in effect.

• Scheduled increases may be requested only at Policy issue and apply to the initial SFA layer of coverage.

For decreases in Face Value:

• An Acceptable Request to decrease the Total Face Amount must be received by the Company.

• Face Value may not be decreased below the minimum Total Face Amount.

• The Insured must be alive on the date the Company receives an Acceptable Notice in order to decrease the Total Face Amount.

• The minimum decrease is $25,000.

• Any decrease will be effective on the Monthly Charge Date on or next following the date the Company approves the request.

• Surrender Charges will apply to decreases in the BFA during the Surrender Charge period except for decreases in the BFA resulting from a change in the death benefit option or a partial withdrawal.

• For purposes of determining Surrender Charges on the BFA and later cost of insurance charges for the BFA and SFA, the Company will apply a decrease first to layers of SFA coverage, from most recent to oldest, and then to layers of BFA coverage, from most recent to oldest.

• No decrease in Total Face Amount will be permitted if, after the decrease, the death benefit would be less than the minimum death benefit required by Code Section 7702.

• If a decrease in Total Face Amount would cause the Policy to be classified as a MEC, the decrease will not be processed until the Owner provides the Company with an Acceptable Notice with specific instructions to that effect.

I. Policy Loans

Policy Loans. While the Policy is in force, the Owner may obtain a Policy loan from the Company at any time by submitting an Acceptable Request to borrow money from the Company using the Policy as the only collateral for the loan. The maximum loan amount is 100% of the Cash Surrender Value on the date of the loan, and the minimum is $500. Loans will take effect on the Business Day the Company receives a request and normally the amount of the loan is paid within seven days of the Company receiving an Acceptable Request for a loan.

Collateral for Policy Loans. As collateral for a loan, an amount equal to the loan is transferred to the Loan Account in accordance with the Owner’s instructions. An Owner may request that this amount be transferred from specific Investment Option accounts. If no such instructions are received the amount will be transferred, on a pro rata basis, from all of the accounts with a positive value. The Loan Account is part of the Company’s general account.

Interest on Policy Loans. The Company charges interest at a current annual interest rate of 4.00% in policy years
1-10 and 3% in years 11 and thereafter. Charged interest is due and payable on the earlier of the Policy Anniversary or when the Cash Surrender Value is

insufficient to pay the Monthly Charge. At that time, any unpaid interest becomes part of the Outstanding Loan Amount and accrues interest at the then current rate. On each Policy Anniversary, a pro rata amount of the unpaid interest will be transferred to the Loan Account so that the Loan Account will be equal to the Outstanding Loan Amount as of the date on which charged interest is due and payable.

Interest Credited in Loan Account The Company credits interest on amounts in the Loan Account at a current annual interest rate of 3.00%.

Effect on Death Benefit and Surrender Value. Any Outstanding Loan Amounts will be deducted from the Policy Value upon Surrender, and from Death Benefit Proceeds payable on the death of the Insured.

J. Lump Sum Payments by the Company

Payment of the amount of any Surrender, partial withdrawal, Death Benefit Proceeds, loan, or payment methods will usually be made within seven days after receipt of all of the applicable Acceptable Notices, and/or due proofs of death. The Company may postpone the payment of any such amounts if:

1. the New York Stock Exchange (NYSE) is closed for trading, other than customary holiday or the weekend closings, or trading on the NYSE is restricted, as determined by the Commission; or

2. an emergency exists, as a result of which the Securities and Exchange Commission determines that (A) the disposal of shares in an Investment Account’s corresponding Fund is not reasonably practicable, or (B) it is not reasonably practicable to fairly determine the value of the net assets of an Investment Account’s corresponding Fund; or

3. an Investment Account’s corresponding Fund lawfully suspends payment or redemption of its shares pursuant to an order of the Securities and Exchange Commission; or

4. an Owner has submitted a check or draft to the Company’s Administrative Office, which allows the Company to defer payment of Surrenders, partial withdrawals, Death Benefit Proceeds or payments under a payment method until the check or draft has been honored.

Payment of amounts from either fixed account option may be deferred for up to 6 months after the Company’s receipt of Acceptable Notice, but a payment from the fixed account options that is to be applied to pay required Premiums on other policies in force with the Company will not be deferred. (The Company pays interest at an annual rate from the effective date of the withdrawal, Surrender or loan if the Company delays any fixed account options payment for 30 days or more. This annual rate will be the same rate as the fixed account options’ guaranteed crediting rate. Interest must equal $25 or more before it will accrue or be paid.)

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require the Company to block an Owner’s ability to make certain transactions and thereby refuse to accept a Premium or any request for transfers, partial withdrawals, Surrenders, loans, or Death Benefit Proceeds, until instructions are received from the appropriate regulator. The Company may also be required to provide additional information about the Policy to government regulators.

K. Redemption Errors

In accordance with industry practice, the Company has established procedures to address and to correct errors in amounts redeemed from the Investment Accounts and the fixed account options, except for de minimus amounts.

IV. Insurance Benefit Procedures

A. Policy Riders, Endorsements and Benefits

The following riders are available to provide supplemental benefits under the Policy. Most of these riders are subject to age and underwriting requirements, and, unless otherwise indicated, must be purchased when the Policy is issued. Monthly Charges are deducted from the Policy Value for these riders as part of the Monthly Charge. The riders provide fixed benefits that do not vary with the investment performance of the Separate Account. The riders may not be available in all states.

Overloan Protection Endorsement.    This Endorsement guarantees the Policy will not Lapse if it ever becomes overloaned. The Policy becomes overloaned on the first Monthly Charge Date that all of the following conditions are satisfied.

• The Policy has been in force for at least ten years.

• The Attained Age of the Insured is at least 65.

• Either the Policy tax test is the Cash Value Accumulation Test, or the policy tax basis is zero.

• The outstanding loan divided by the Policy Value exceeds an overloan limit that may vary by Attained Age, gender, and Underwriting Class. The Owner’s Policy overloan limit is stated in the Endorsement issued on the Policy.

After the Policy becomes overloaned, no premiums may be paid, no withdrawals may be taken, and no loans may be taken or repaid. The death benefit will be the minimum death benefit required for the Policy to be in compliance with federal tax law. Please see the section entitled “Death Benefit” for more information on the minimum death benefit. No Monthly Charges will be deducted. The Overloan Protection Endorsement is not available if the Policy tax test is the Cash Value Accumulation Test.

There is no monthly charge to add this Endorsement to the Policy. However, if this Policy changes to overloaned status, at that time the Policy Value will be reduced to equal the outstanding loan and moved to a Fixed Interest Account. Policy Value cannot be transferred out of this account and will receive an annual effective crediting rate of 3.00%. Policy loan interest will continue to accrue at the same 3.00% rate.

While this Endorsement is attached to the Policy, the maximum loan value of the Policy cannot exceed the Policy Value multiplied by the overloan limit.

Waiver of Monthly Charges Rider. This rider is available only at issue for Issue Ages 18-60. For insureds under age 18, we will allow this Rider to be added to the Policy at the Insured’s Attained Age 18. This rider waives the Monthly Charge while the Insured is disabled, as defined in the rider, as long as the disability commenced prior to the Insured’s Attained Age 65 and has continued for at least six consecutive months without any period of recovery. The Company imposes a charge each month as part of the Monthly Charge if this rider is selected, which depends on the Issue Age and, in most states, gender of the Insured (the charge is higher for females than males). Additional restrictions and charges apply if this rider is selected and later the Total Face Amount is increased.

Enhanced Cash Value Rider. This Rider provides a waiver of Surrender Charges and thus is appropriate for Owners who seek to preserve the ability to access Cash Surrender Values during the Surrender Charge period. For Policies with the Long Term Accumulation (LTA) Rider, the Rider adds a surrender credit that increases the proceeds paid upon full Surrender but not upon partial withdrawals or BFA and SFA decreases. The charge for this Rider is a percentage of the premium paid. The presence of the LTA Rider may impact the level of this charge. However, in the first policy year, the surrender credit will not exceed the total Premiums credited to the Policy minus the sum of the Policy Value and any withdrawals taken from the Policy.

The surrender credit calculation is similar to the Surrender Charge calculation for a Policy without the LTA Rider. The credit is equal to the product of: 1) premium paid since issue up to the Target Premium and 2) a surrender credit factor that varies by policy year but is zero after year 10. The amount of the surrender credit is identified in the Fee Table section of the prospectus.

The Rider does not waive any Surrender Charges or provide any surrender credits when the surrender is part of a Section 1035 Exchange to a Policy issued by another company.

Long Term Accumulation Rider. This Rider is designed for Owners who desire high Policy Values throughout the life of the policy. This Rider provides a waiver of the Surrender Charges and lower Asset Based Risk Charges and Policy Fees in exchange for higher Premium Expense Charges and generally higher cost of insurance charges.

Aviation Limitation Endorsement. In addition, an endorsement providing for the payment of a limited death benefit will be sent out if the underwriting process reveals that the Insured engages in certain aviation related activities and employment.

B. Misstatement of Age or Gender

If the Insured’s age or, in most states, the Insured’s gender has been stated incorrectly in the application and the Company discovers such misstatement after the death of the Insured, the amount of death benefit will be that which would be purchased by the most recent deduction for the cost of the insurance charge at the correct age or gender. The amount of death benefit for any riders will be that which would be purchased by the most recent deduction for rider charges at the correct age or gender. In most states, if the Company discovers such misstatement while the Insured is living, the Company will retroactively adjust the Policy Value to reflect the Monthly Charges that should have been made for the correct age or gender of the Insured.

C. Incontestability

The Policy, application(s), policy schedule pages, and any riders are the entire contract. Only statements made in the applications (or any supplements thereto) can be used to void the Policy or to deny a claim. The Company assumes that all statements in an application are true to the

best knowledge and belief of the person(s) who made them, and, in the absence of fraud, those statements are considered representations and not warranties. The Company relies on those statements when it issues or changes a Policy. As a result of differences in applicable state laws, certain provisions of the Policy may vary from state to state.

The Company may not contest the Policy after the Policy has been in force during the lifetime of the Insured for two years from the Issue Date, except for nonpayment of Premium. The Company may not contest any Policy change that requires evidence of insurability, or any reinstatement of the Policy, after such change or reinstatement has been in effect during the lifetime of the Insured for two years. The contestable period of a Policy issued as a result of a conversion option from term insurance will be measured from the Issue Date of the term policy.

If a Policy Lapses, the Company may contest the validity of a Policy for two years from the date it was reinstated. Generally, the Company loses the right to contest a reinstated Policy after it has been in force for two years from the reinstatement date during the lifetime of the person Insured by the Policy.

If the death benefit is changed from Death Benefit Option A to B or C, the Company may contest the amount of any increase in the death benefit due to such change after such change has been in force for two years from the date the change takes effect. If the BFA or SFA have been increased subject to evidence of insurability, the Company will not contest such increase after it has been in force during the lifetime of the Insured for two years from the date the increase takes effect. If a change from Death Benefit Option A to B or C or an increase in Total Face Amount subject to insurability is successfully contested, the death benefit will be what would have been payable had such change or increase not taken effect. The additional cost of insurance, Policy unit, and rider charges associated with such increase or change will be refunded to the Policy’s Policy Value.

D. Suicide Exclusion

If an Insured commits suicide within two years of the Issue Date, the Policy will terminate and the Company’s liability will be limited to an amount equal to the Premiums paid, less any Outstanding Loan Amounts, and less any partial withdrawals previously paid. However, if the Policy is issued as a result of a conversion option from term insurance, the suicide period will be measured from the Issue Date of the term policy.

If an Insured commits suicide within two years from the effective date of any increase in BFA or SFA for which evidence of insurability had been provided, or within two years from the effective date of a change from death benefit Option A to B or C, the Policy will terminate and the Company’s liability will be limited to the death benefit that would have been payable had the increase or change not taken effect. The Company will also refund to the Policy Value any additional cost of insurance, policy unit, and rider charges associated with such increase or change.

DATED: May 1, 2016