0000930413-14-002024 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2014 • Tiaa-Cref Life Funds • New York

THIS AGREEMENT, made as of February 14, 2014, to be effective retroactively to May 1, 2012, by and among TIAA-CREF Life Insurance Company (the “Insurance Company”), a life insurance company, on its own behalf and on behalf of each segregated asset account (the “Accounts”) established by Insurance Company, TIAA-CREF Life Funds, a Delaware statutory trust (the “Trust”), on behalf of each current or future series of shares of the Trust (the “Designated Funds”), Teachers Advisors, Inc. (the “Adviser”), a Delaware limited liability company operating as a registered investment adviser, and Teachers Personal Investors Services, Inc. (“TPIS”), a Delaware limited liability company operating as a broker-dealer.

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TIAA-CREF LIFE FUNDS AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2014 • Tiaa-Cref Life Funds • New York

THIS AGREEMENT is entered into on this 10th day of September, 2013, between TIAA-CREF Life Funds (the “Company”), an open-end management investment company organized under the laws of the State of Delaware, and Teachers Personal Investors Services, Inc. (“TPIS”), a Delaware corporation operating as a broker-dealer.

TIAA-CREF LIFE FUNDS AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • April 28th, 2014 • Tiaa-Cref Life Funds • New York

This Agreement is entered into effective as of May 1, 2014 by and between TIAA-CREF Life Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (“Advisors”), a Delaware corporation.

AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT FOR THE TIAA-CREF LIFE FUNDS
Investment Advisory Agreement • April 28th, 2014 • Tiaa-Cref Life Funds

AMENDMENT, dated May 1, 2014, to the Investment Management Agreement (the “Agreement”), as amended, by and between TIAA-CREF LIFE Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

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