TIAA-CREF Life Insurance Company (“Depositor”)
TIAA-CREF Life Separate Account VLI-2 (“Registrant”)
8500 Andrew Carnegie Blvd.
(MS SSC-C2-08)
Charlotte, NC 28262
Kenneth W. Reitz
Associate General Counsel & Director, Pension & Insurance Law
Office: 704-988-4455
Fax: 704-988-1615
E-mail: kreitz@tiaa-cref.org
January 31, 2012
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Debbie Skeens – Office of Insurance Products
| Re: | TIAA-CREF Life Separate Account VLI-2 (“Registrant”) |
| M Intelligent VUL Policy |
| REGISTRATION STATEMENT ON FORM N-6 |
| File Nos. 333- and 811-22659 |
Dear Commissioners::
For the above referenced Registrant, this filing is an initial registration statement on Form N-6 (the “Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”) and under the Investment Company Act of 1940, as amended (“1940 Act”). The Registration Statement relates to a new separate account established by TIAA-CREF Life Insurance Company and certain flexible premium variable universal life insurance policies named the M Intelligent VUL (the “Policy”) to be offered following effectiveness of the Registration Statement.
In connection with this filling we wish to bring the following points to the Commission’s attention:
| • | This Registration Statement does not raise any novel 1940 Act issues. |
| • | Much of the routine disclosure and even many of the product features described in this Registration Statement for the M Intelligent VUL Policy mirror those of Registrant’s Intelligent Life VUL policy issued through the Depositor’s TIAA-CREF Life Separate Account VLI-1, such that reference to and reliance upon the registration for the single life Intelligent Life VUL policy should ease and expedite the review of this Registration Statement . (See File Nos. 333-128699, 811-10393, the post-effective #7 amended registration for the Intelligent Life VUL policy filed with the Commission on April 14, 2011.) We are providing Ms. Skeens, our assigned Commision staff reviewer, via e-mail, a courtesy copy of this Registration Statement for the M Intelligent VUL Policy marked to show differences from the current Intelligent Life VUL policy. |
| • | The Registration Statement requires completion in areas that should not be material to the review. Financial statements, fund expense information, and certain registration statement Part C information (such as our current organizational structure list of subsidiaries and affiliates) as of December 31, 2011 will be updated by pre-effective amendment to the Registration Statement. The Policy’s available subaccount options may also change slightly (to include some additional options), with any changes also reflected in a pre-effective amendment. |
We appreciate the Commission staff’s prompt attention to this Registration Statement such that any corrective pre-effective amendment can be submitted and this Registration Statement may be declared effective on or before May 1, 2012.
If you have any question concerning this filing, please contact the undersigned by telephone at (704) 988-4455 or by e-mail atkreitz@tiaa-cref.org, or you may contact Joan E. Boros at the law firm Jorden Burt LLP at (202) 965-8150.
Respectfully Submitted,
/s/ Kenneth W. Reitz |
Kenneth W. Reitz
Cc:
Joan E. Boros
Jorden Burt LLP
1025 Thomas Jefferson St. NW
Suite 400 East
Washington, D.C. 20007
ph: 202-965-8150
e-mail: jeb@jordenusa.com
