0001193125-20-260853 Sample Contracts

PARTICIPATION AGREEMENT Among AIM INTERNATIONAL MUTUAL FUNDS, (INVESCO INTERNATIONAL MUTUAL FUNDS), INVESCO DISTRIBUTORS, INC., and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Participation Agreement • October 1st, 2020 • Tiaa Separate Account Va-3 • New York

THIS AGREEMENT, made and entered into as of this day of , 2020 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”), AIM International Mutual Funds (Invesco International Mutual Funds (hereinafter the “Fund”), a Delaware Trust, and Invesco Distributors, Inc. (hereinafter the “Underwriter”), a Delaware limited liability company.

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 1st, 2020 • Tiaa Separate Account Va-3 • New York

Teachers Insurance and Annuity Association of America (the “Insurer”) and Saturna Capital Corporation (the “Adviser”) (collectively, the “Parties”), mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”), effective the 4th of August, 2020.

AMENDMENT TO PARTICIPATION AGREEMENT (“Amendment”)
Participation Agreement • October 1st, 2020 • Tiaa Separate Account Va-3

This Amendment is entered into as of May 11, 2020, 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 (individually and collectively the “Account”, and the TIAA-CREF Funds, (formerly the TIAA-CREF Institutional Funds) ( the “Fund” ), Teachers Advisors, LLC (formerly Teachers Advisors, Inc.) (“Adviser”), Nuveen Securities, LLC (formerly Teacher Personal Investors Services, Inc.) (“Distributor” or “Underwriter”).

PARTICIPATION AGREEMENT Among BLACKROCK ADVISORS, LLC, BLACKROCK INVESTMENTS, LLC, and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Participation Agreement • October 1st, 2020 • Tiaa Separate Account Va-3 • New York

THIS PARTICIPATION AGREEMENT (the “Agreement”), made and entered into as of this 1st day of October, 2020 (the “Effective Date”) 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”), BlackRock Advisors, LLC (hereinafter the “Adviser”), a Delaware limited liability company, and BlackRock Investments, LLC (hereinafter the “Underwriter”), a Delaware limited liability company.

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 1st, 2020 • Tiaa Separate Account Va-3

This Amendment is entered into as of June 1, 2020, 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 Schedule A of the Agreement (as defined below) 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), 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 called the “Funds” and, individually, a “Fund”). For purposes of the Amendment, Distributor, Transfer Agent and Adviser are together referred to as “You”.

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 1st, 2020 • Tiaa Separate Account Va-3

This Amendment is entered into as of April 1, 2020, 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 defined below) as may be amended from time to time, MFS Series Trust I, MFS Series Trust IV, MFS Series Trust X, MFS Series Trust XI (each the “Fund”) and MFS Fund Distributors, Inc. ( the “Underwriter”). Capitalized terms used herein but not otherwise defined shall have their respective meanings as set forth in the Agreement.

PARTICIPATION AGREEMENT Among AMERICAN CENTURY SERVICES, INC., AMERICAN CENTURY INVESTMENT SERVICES, INC., and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Participation Agreement • October 1st, 2020 • 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”), American Century Services, LLC (“Transfer Agent”), a Delaware limited liability company and American Century Services, Inc. (hereinafter the “Underwriter”), a Missouri corporation, and together with Transfer Agent, “American Century.”

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 1st, 2020 • Tiaa Separate Account Va-3

This Amendment is entered into as of July 30, 2020, 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, and American Beacon Advisors, Inc.

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