0001193125-10-091754 Sample Contracts

THIRD AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service • April 23rd, 2010 • TIAA Separate Account VA-3

This Amendment is entered into as of December 31, 2009, by and among Teachers Insurance and Annuity Association of America (the “Insurance Company”) on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Exhibit A of the Agreement (as defined blow) as may be amended from time to time (individually and collectively “Separate Accounts”), TIAA-CREF Individual & Institutional Services, LLC (“TC Services” being a party only for the purpose of consenting to this Amendment), American Funds Distributors, Inc., (the “Distributor”), American Funds Service Company (the “Transfer Agent”) and Capital Research and Management Company (the “Adviser”) on behalf of each of the open-end investment companies, or series thereof for which Distributor, Transfer Agent and Adviser provide services (hereinafter collectively called the “Funds” and, individually, a “Fund”).

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