Teachers Insurance and Annuity Association of America et al.
August 28, 2025
RESPONSE OF THE CHIEF COUNSEL’S OFFICE
DIVISION OF INVESTMENT MANAGEMENT
Re: Teachers Insurance and Annuity Association of America (“TIAA”) and TIAA Separate Account VA-4 (“Post-Combination Account”)
Your letter dated August 28, 2025 requests our assurance that we will not recommend that the U.S. Securities and Exchange Commission (the “Commission”) take enforcement action if TIAA and the Post-Combination Account rely on certain exemptive orders issued by the Commission and staff no-action assurance[1] that the College Retirement Equities Fund (“CREF”), the companion organization to TIAA, and predecessor entity to the Post-Combination Account, has obtained and has been relying upon prior to the combination of TIAA and CREF and the merger of CREF with and into the Post-Combination Account of TIAA (“Existing Relief”).[2]
Based on the facts and representations set forth in your letter, we would not recommend that the Commission take enforcement action if TIAA or the Post-Combination Account rely on the Existing Relief. Because our position is based upon the representations made to us in your letter, any different facts or representations may require a different conclusion.[3]
The statements in this letter represent the views of the Division of Investment Management. This letter is not a rule, regulation or statement of the Commission, and the Commission has neither approved nor disapproved its content. This no-action letter, like all staff guidance, has no legal force or effect; it does not alter or amend applicable law, and it creates no new or additional obligations for any person.
Erin Loomis Moore
Senior Counsel
[1] CREF, et al., Investment Company Act Release Nos. 17861 (November 20, 1990) (notice) and 17906 (December 19, 1990) (order); CREF and TIAA-CREF Individual & Institutional Services, Inc., Investment Company Act Release Nos. 19591 (July 23, 1993) (notice) and 19645 (August 19, 1993) (order); CREF and TIAA-CREF Investment Management, LLC, Investment Company Act Release Nos. 31092 (June 23, 2014) (notice) and 31204 (August 11, 2014) (order); and CREF SEC Staff No-Action Letter (April 3, 2009).
[2] You state in your letter that CREF and the Post-Combination Account plan to rely on the exemption in Rule 17a-8 under the Investment Company Act of 1940 to the extent the Combination (as defined in your letter) constitutes a transaction subject to Section 17(a) of the Investment Company Act of 1940. You have not requested, and we are not providing, any no-action assurance with respect to your reliance on Rule 17a-8.
[3] The Division of Investment Management generally permits third parties to rely on no-action or interpretive letters to the extent that the third party’s facts and circumstances are substantially similar to those described in the underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities, Investment Company Act Release No. 22587 (March 27, 1997), n. 20. In light of the very fact-specific nature of this request, however, the position expressed in this letter applies only to the entities seeking relief, and no other entity may rely on this position.
Last Reviewed or Updated: Aug. 28, 2025