0001193125-16-781853 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • December 1st, 2016 • Tiaa Separate Account Va-3 • New York

THIS AGREEMENT, made and entered into as of this day of , 2016 by and among Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), JPMorgan Trust II (hereinafter the “Fund”) on behalf of the Portfolio (as defined herein), a Delaware statutory trust, and JPMorgan Distribution Services, Inc. (hereinafter the “Underwriter”), a Delaware corporation.

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • December 1st, 2016 • Tiaa Separate Account Va-3 • New York

Teachers Insurance and Annuity Association of America (the “Insurer”) and Parnassus Investments (the “Adviser”) (collectively, the “Parties”), mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”), effective the of , 2016.

PARTICIPATION AGREEMENT
Participation Agreement • December 1st, 2016 • Tiaa Separate Account Va-3 • California

THIS AGREEMENT, made and entered into as of this day of , 2016 by and between Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), and Franklin Templeton Distributors, Inc., a New York corporation (hereinafter the “Underwriter”), with respect to investments in Templeton Income Trust, a Delaware statutory trust (hereinafter the “Fund”).

AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • December 1st, 2016 • Tiaa Separate Account Va-3

This Amendment is entered into as of , 2016, by and among Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A of the Agreement as may be amended from time to time, T. Rowe Price Associates, Inc. (“Adviser”), on behalf of itself and the T. Rowe Price Funds (“Fund” or “Funds”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.

PARTICIPATION AGREEMENT Among
Participation Agreement • December 1st, 2016 • Tiaa Separate Account Va-3 • New York

THIS AGREEMENT, made and entered into as of this day of , 2016 by and among Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), the Adviser, the Fund, and the Distributor.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • December 1st, 2016 • Tiaa Separate Account Va-3 • Illinois

Teachers Insurance and Annuity Association of America (the “Insurer”) and Ariel Investment Trust (the “Fund”, collectively, the “Parties”), mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”), effective the of , 2016.

PARTICIPATION AGREEMENT
Participation Agreement • December 1st, 2016 • Tiaa Separate Account Va-3 • Massachusetts

THIS AGREEMENT, made and entered into as of this day of , 2016 by and among Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), MFS Series Trust XI (hereinafter the “Fund”), a Massachusetts business trust, and MFS Fund Distributors, Inc. (hereinafter the “Underwriter”), a Delaware corporation.

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